<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


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

For the fiscal year ended                 December 31, 2000
                         -------------------------------------------------------

                                       OR

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

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

Commission File Number                              0-11655
                      ----------------------------------------------------------

                             NTS-PROPERTIES IV, LTD.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Kentucky                                     61-1026356
-------------------------------------      -------------------------------------
   (State or other jurisdiction                       (I.R.S. Employer
  of incorporation or organization)                 Identification Number)

     10172 Linn Station Road
      Louisville, Kentucky                                 40223
-------------------------------------      -------------------------------------
     (Address of principal                              (Zip Code)
       executive offices)
                                 (502) 426-4800
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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,  and (2) has been subject to such filing  requirements
for the past 90 days.                                     [X] Yes [ ] 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 the 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.             [ ]


<PAGE>

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

                                     PART I
                                     ------

                                                                           Pages
                                                                           -----
Items 1. and 2.  Business and Properties                                    3-19

Item 3.          Legal Proceedings                                            19

Item 4.          Submission of Matters to a Vote of Security Holders          19

                                     PART II
                                     -------

Item 5.          Market for the Registrant's Limited Partnership
                    Interests and Related Partner Matters                     20

Item 6.          Selected Financial Data                                      21

Item 7.          Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                    22-30

Item 7A.         Quantitative and Qualitative Disclosures About
                    Market Risk                                               31

Item 8.          Financial Statements and Supplementary Data               32-61

Item 9.          Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                       62

                                    PART III
                                    --------

Item 10.         Directors and Executive Officers of the Registrant        63-64

Item 11.         Management Remuneration and Transactions                     64

Item 12.         Security Ownership of Certain Beneficial
                    Owners and Management                                     65

Item 13.         Certain Relationships and Related Transactions               66

                                     PART IV
                                     -------

Item 14.         Exhibits, Consolidated Financial Statement Schedules
                    and Reports on Form 8-K                                67-69

Signatures                                                                    70

                                        2


<PAGE>

                                     PART I
                                     ------

Items 1. and 2.   Business and Properties
                  -----------------------

Development of Business
-----------------------

NTS-Properties IV, Ltd. (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  (the  "General
Partner"),  a  Kentucky  limited  partnership.  As of  December  31,  2000,  the
Partnership owned the following properties and joint venture interests:

     *    Commonwealth  Business  Center  Phase  I  -  a  business  center  with
          approximately 82,000 net rentable square feet in Louisville, Kentucky,
          constructed by the Partnership.

     *    Plainview  Point Office Center Phases I and II - an office center with
          approximately 57,000 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 9.70% at December 31, 2000.

     *    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 3.97% at December 31, 2000.

     *    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 4.96% at December 31, 2000.

     *    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 the joint
          venture between NTS-Properties Plus Ltd. and NTS-Properties VII, Ltd.,
          affiliates   of  the   General   Partner  of  the   Partnership.   The
          Partnership's  percentage  interest in the joint venture was 29.61% at
          December 31, 2000.



                                        3


<PAGE>

Development of Business - Continued
-----------------------------------

     *    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 10.92% at December 31, 2000.

A description of the properties owned by the L/U II Joint Venture as of December
31, 2000 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.

     *    Lakeshore   Business  Center  Phase  III  -  a  business  center  with
          ----------------------------------------
          approximately   39,000  net  rentable  square  feet  located  in  Fort
          Lauderdale, Florida, constructed by the L/U II Joint Venture.

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.






















                                        4


<PAGE>

Development of Business - Continued
-----------------------------------

As of  December  31,  2000,  the  Partnership's  properties  and  joint  venture
investments were encumbered by mortgages as shown in the table below:


                                       Interest    Maturity        Balance
         Property                        Rate        Date        at 12/31/00
         --------                        ----        ----        -----------

 Commonwealth Business Center Phase I    8.80%    10/01/04 (1)   $ 1,417,758
 Plainview Point Office Center
  Phases I and II                         --          --         $      --
 Willows of Plainview Phase I            7.15%    01/05/13 (2)   $ 1,756,662
 Willows of Plainview Phase I            7.15%    01/05/13 (2)   $ 1,672,258
 Willows of Plainview Phase II           7.20%    01/05/13 (2)   $ 2,808,716
 Willows of Plainview Phase II           7.20%    01/05/13 (2)   $ 1,677,489
 Golf Brook Apartments                    --          --           See Below (3)
 Plainview Point Office Center
  Phase III                               --          --           See Below (4)

 Blankenbaker Business Center 1A        8.500%    11/15/05 (5)   $ 2,697,393
 Lakeshore Business Center Phase I      8.125%    08/01/08 (6)   $ 4,166,849
 Lakeshore Business Center Phase II     8.125%    08/01/08 (6)   $ 4,483,083
 Lakeshore Business Center Phase III    9.121%    09/08/03 (7)   $ 1,300,327

(1)  Currently 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.

(2)  Current monthly  principal  payments are based upon a 15-year  amortization
     schedule. At maturity,  the loan will have been repaid based on the current
     rate of amortization.

(3)  Golf Brook  Apartments,  a joint venture  between the  Partnership and NTS-
     Properties VI, is encumbered by a mortgage payable to an insurance company.
     The   $8,426,706   mortgage   payable  is  recorded   as  a  liability   by
     NTS-Properties  VI in  accordance  with the joint  venture  agreement.  The
     mortgage bears interest at a fixed rate of 7.57% and matures May 15, 2009.

(4)  Plainview  Point  Office  Center  Phase III, a joint  venture  between  the
     Partnership and NTS-Properties VI, is encumbered by a mortgage payable to a
     bank.  The  $3,200,000  mortgage  payable is  recorded  as a  liability  by
     NTS-Properties  VI in  accordance  with the joint  venture  agreement.  The
     mortgage bears interest at 8.38% and matures December 1, 2010.

(5)  Current monthly principal  payments are based upon an 11-year  amortization
     schedule. At maturity,  the mortgage payable will have been repaid based on
     the current rate of amortization.

(6)  Currently monthly principal payments are based upon a 12-year  amortization
     schedule.  At  maturity,  the  mortgage  will have been repaid based on the
     current rate of amortization.

(7)  The  construction  loan for  Lakeshore  Business  Center Phase III requires
     interest payments only. Principal payments begin 13 months from the date of
     completion.

Financial Information About Industry Segments
---------------------------------------------

The  Partnership is engaged solely in the business of developing,  constructing,
owning and operating residential apartments and commercial real estate. See Part
II,  Item  8,  Note 9 for  information  regarding  the  Partnership's  operating
segments.









                                        5


<PAGE>

Narrative Description of Business
---------------------------------

General
-------

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 original  purpose of the  Partnership  also includes the
ability  by the  Partnership  to invest  in fully  improved  properties,  either
directly or by joint  venture.  The  Partnership  properties  are in a condition
suitable for their intended use.

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.

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

As of  December  31,  2000,  there were 10  tenants  leasing  space  aggregating
approximately  70,500  square feet of  rentable  area at  Commonwealth  Business
Center Phase I. All leases provide for tenants to contribute  toward the payment
of common area expenses, insurance and real estate taxes. The tenants who occupy
Commonwealth   Business  Center  Phase  I  are  professional   service  oriented
organizations. The principal occupations/professions practiced include insurance
and machinery  sales/services.  One tenant  individually leases more than 10% of
Commonwealth  Business  Center Phase I's rentable area. The occupancy  levels at
the business center as of December 31 were 86% (2000),  93% (1999),  89% (1998),
87% (1997) and 86% (1996).  See Part II, Item 7 for average occupancy levels for
the periods ending December 31, 2000, 1999 and 1998.

The following  table  contains  approximate  data  concerning the major lease in
effect on December 31, 2000:

                                              Square Feet        Current Annual
                              Year of          and % of            Rental per
                            Expiration     Net Rentable Area       Square Foot
                            ----------     -----------------       -----------

 Major Tenant (1) :
      1                        2004          40,079 (48.6%)          $ 7.59

(1)  Major tenants are those that individually  occupy 10 percent or more of the
     rentable square footage.











                                        6


<PAGE>

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

As of  December  31,  2000,  there  were 5  tenants  leasing  space  aggregating
approximately  44,000  square feet of rentable  area at  Plainview  Point Office
Center Phases I and II. All leases provide for tenants to contribute  toward the
payment of common area  expenses,  insurance and real estate taxes.  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,  mortgage  company  and  insurance.   Two  tenants
individually  lease more than 10% of Plainview  Point Office  Center's  rentable
area.  The  occupancy  levels at the office  center as of  December  31 were 77%
(2000),  79% (1999),  65% (1998), 73% (1997) and 88% (1996). See Part II, Item 7
for average occupancy levels for the periods ending December 31, 2000, 1999, and
1998.

The following  table contains  approximate  data  concerning the major leases in
effect on December 31, 2000:

                                              Square Feet       Current Annual
                             Year of           and % of           Rental per
                            Expiration     Net Rentable Area      Square Foot
                            ----------     -----------------      -----------

 Major Tenant (1) :
      1                       2004           28,675 (50.5%)         $10.75
      2                       2004            7,428 (13.1%)         $13.60

(1)  Major tenants are those that individually  occupy 10 percent or more of the
     rentable square footage.

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

Units at The Willows of Plainview Phase I include one and two-bedroom  lofts and
deluxe  apartments  and  two-bedroom  town  homes.  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 $689 for
one-bedroom   apartments,   $959  for  two-bedroom  apartments  and  $1,059  for
two-bedroom  town homes,  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 87% (2000), 96%
(1999),  86% (1998),  92% (1997) and 89% (1996). See Part II, Item 7 for average
occupancy levels for the periods ending December 31, 2000, 1999 and 1998.

The following is information regarding the joint venture properties in which the
Partnership has a 10% or greater interest as of and for the year ending December
31, 2000. The Partnership had a 9.7%, 4.96% and 3.97% interest in The Willows of
Plainview Phase II, Plainview Point III Office Center and Golf Brook Apartments,
respectively, as of and for the year ending December 31, 2000.






                                        7


<PAGE>

Blankenbaker Business Center Joint Venture
------------------------------------------

Sykes Health Plan Services Bureau,  Inc.  ("SHPS,  Inc.") has leased 100% of the
Blankenbaker  Business Center 1A building.  The annual base rent, which excludes
the cost of utilities  is $7.48 per square foot.  The lease term is for 11 years
and expires in July 2005. The lease provides for the tenant to contribute toward
the payment of common area expenses, insurance and real estate taxes. SHPS, Inc.
is a  professional  service-  orientated  organization  which deals in insurance
claim processing.  The occupancy level at the business center as of December 31,
2000,  1999,  1998,  1997 and 1996 was  100%.  See Part II,  Item 7 for  average
occupancy levels for the periods ending December 31, 2000, 1999 and 1998.

The following table contains  approximate data concerning the lease in effect on
December 31, 2000:

                                            Square Feet         Current Annual
                             Year of         and % of             Rental per
       Name                Expiration    Net Rentable Area (1)    Square Foot
       ----                ----------    ---------------------    -----------

 Sykes Health Plan
  Services Bureau, Inc.       2005          100,640 (100%)           $ 7.48

(1)  Rentable area includes ground floor and mezzanine square feet.

It has previously  been reported that SHPS,  Inc.  intended to  consolidate  its
operations and build its corporate  headquarters in Jefferson County,  Kentucky.
SHPS,  Inc.  occupies 100% of  Blankenbaker  Business Center 1A. The Partnership
believes that SHPS, Inc. no longer intends to build a corporate headquarters. As
of December 31, 2000, it is the  Partnership's  understanding  that SHPS,  Inc.,
intends  to occupy the space at  Blankenbaker  Business  Center 1A  through  the
duration of lease term, which expires in July 2005.

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

As of  December  31,  2000,  there were 34  tenants  leasing  space  aggregating
approximately  87,700 square feet of rentable area at Lakeshore  Business Center
Phase I. All leases  provide  for  tenants to  contribute  toward the payment of
common area expenses,  insurance,  utilities and real estate taxes.  The tenants
who occupy Lakeshore  Business Center Phase I are professional  service oriented
organizations.   The   principal   occupations/professions   practiced   include
telemarketing  services,  financial services and computer integration  services.
There are no tenants that individually  lease 10% or more of Lakeshore  Business
Center Phase I's rentable area. The occupancy  levels at the business  center as
of  December  31 were 85% (2000),  73%  (1999),  85% (1998),  96% (1997) and 92%
(1996).  See Part II, Item 7 for average occupancy levels for the periods ending
December 31, 2000, 1999 and 1998.

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

As of  December  31,  2000,  there were 21  tenants  leasing  space  aggregating
approximately  83,300  square feet of the rentable  area at  Lakeshore  Business
Center Phase II. All leases provide for tenants to contribute toward the payment
of common area expenses, insurance, utilities and real estate taxes. The tenants
who occupy Lakeshore Business Center Phase II are professional  service oriented
organizations. The principal  occupations/professions  practiced include medical
equipment  leasing,  insurance  services and management  offices for the Florida
state  lottery.  One  tenant  individually  leases  more  than 10% of  Lakeshore
Business  Center Phase II's rentable area. The occupancy  levels at the business
center as of December 31 were 86% (2000),  72% (1999),  79% (1998),  100% (1997)
and 89% (1996). See Part II, Item 7 for average occupancy levels for the periods
ending December 31, 2000, 1999 and 1998.


                                        8


<PAGE>

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

The following  table  contains  approximate  data  concerning the major lease in
effect on December 31, 2000:

                                              Square Feet       Current Annual
                             Year of           and % of           Rental per
                           Expiration      Net Rentable Area      Square Foot
                           ----------      -----------------      -----------

 Major Tenant  (1):
      1                       2002           28,312 (29.1%)         $12.13

(1)  Major tenants are those that individually  occupy 10 percent or more of the
     rentable square footage.

Lakeshore Business Center Phase III
-----------------------------------

As of December 31, 2000, there was one tenant leasing approximately 4,700 square
feet of the  rentable  area at  Lakeshore  Business  Center Phase III. The lease
provides  for the  tenant to  contribute  toward  the  payment  of  common  area
expenses,  insurance,  utilities and real estate taxes.  The tenant who occupies
space at Lakeshore Business Center Phase III is a professional  service oriented
organization.  The  principal   occupation/profession   practiced  is  insurance
services. The occupancy level taken by this tenant at the business center, which
was constructed  during the year 2000, as of December 31, 2000 was 12%. See Part
II, Item 7 for average occupancy levels for the period ending December 31, 2000.

The following  table  contains  approximate  data  concerning the major lease in
effect on December 31, 2000:

                                             Square Feet        Current Annual
                            Year of            and % of           Rental per
                           Expiration      Net Rentable Area      Square Foot
                           ----------      -----------------      -----------

 Major Tenant (1) :
      1                       2006           4,689 (11.9%)          $13.50

(1)  Major tenants are those that individually  occupy 10 percent or more of the
     rentable square footage.

Additional Operating Data
-------------------------

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    $  4,120,182    $ .010520   $  33,881
 Plainview Point Office Center
  Phases I and II                           3,627,774      .010720      19,435
 The Willows of Plainview Phase I           7,480,263      .010720      59,211

 Property Owned in Joint Venture
 -------------------------------
  with NTS-Properties V
  ---------------------
 The Willows of Plainview Phase II          8,034,572      .010720      64,332

 Properties Owned in Joint Venture
 ---------------------------------
  with NTS-Properties VI
  ----------------------
 Golf Brook Apartments                     16,606,041      .017681     284,097
 Plainview Point III Office Center          4,840,137      .010720      33,415

 Property Owned in Joint Venture
 -------------------------------
  with NTS-Properties VII
  -----------------------
  and NTS-Properties Plus Ltd.
  ----------------------------
 Blankenbaker Business Center 1A            7,354,221      .010520      54,677


 Properties Owned Through
 ------------------------
 Lakeshore/University II Joint Venture
 -------------------------------------
 Lakeshore Business Center Phase I         10,524,607      .025265     168,058
 Lakeshore Business Center Phase II        12,389,430      .025265     165,657
 Lakeshore Business Center Phase III        4,415,883      .025265      25,025

                                       9

<PAGE>


Additional Operating Data - Continued
-------------------------------------

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,  3-30  years  for  buildings  and  improvements,  3-30  years  for
amenities and the applicable lease term for tenant improvements.

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

The Emerging Issues Tasks Force ("EITF") of the Financial  Accounting  Standards
Board ("FASB") has reached a consensus on Issue No. 00-1,  "Applicability of the
Pro Rata Method of  Consolidation  to  Investments in Certain  Partnerships  and
Other  Unincorporated  Joint  Ventures."  The EITF  reached a  consensus  that a
proportionate   gross   financial   statement   presentation   (referred  to  as
"proportionate  consolidation"  in the  Notes to  Financial  Statements)  is not
appropriate for an investment in an unincorporated legal entity accounted for by
the  equity  method  of  accounting,  unless  the  investee  is  in  either  the
construction  industry or an extractive  industry  where there is a longstanding
practice of its use.

The consensus is applicable to financial  statements  for annual  periods ending
after June 15, 2000. The  Partnership  now uses the equity method to account for
its joint  venture  investments  for the year  ending  December  31,  2000.  The
Partnership has applied the consensus to all comparative  financial  statements,
restating  them to conform with the  consensus  for all periods  presented.  The
application  of this  consensus  did not result in a  restatement  of previously
reported  partners'  equity or net  results of  operations,  but did result in a
recharacterization or reclassification of certain financial statements' captions
and amounts.

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,
2000.


                                        10


<PAGE>

NTS Willows Phase II Joint Venture - Continued
----------------------------------------------

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  balances  of the  mortgages  at December  31,  2000 are  $4,486,205
($2,808,716  and  $1,677,489).  The mortgages are recorded as a liability of the
joint venture.  Both mortgages bear interest at a fixed rate of 7.2% and are due
January 5, 2013.  At  maturity,  the loans  will have been  repaid  based on the
current rate of amortization.

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 Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their joint venture  agreement.  The Partnership's  ownership share was 9.70% at
December 31, 2000, 1999 and 1998.

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$15,800,000,  the  cost of  constructing  and  leasing  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, 2000.


                                       11


<PAGE>

NTS Sabal Golf Villas Joint Venture - Continued
-----------------------------------------------

Golf  Brook  Apartments  is  encumbered  by a mortgage  payable to an  insurance
company.  The original  borrowings  obtained by NTS-Properties VI for Golf Brook
Apartments were used to fund a portion of NTS-  Properties VI's  contribution to
the joint venture.  The contribution loan has subsequently been refinanced.  The
current   mortgage   payable  of  $8,426,706  is  recorded  as  a  liability  by
NTS-Properties VI in accordance with the joint venture  agreement.  The mortgage
payable  bears  interest  at a fixed rate of 7.57%,  is due May 15,  2009 and is
secured by the assets of Golf Brook Apartments.  Monthly principal  payments are
based upon a 12-year amortization schedule. At maturity, the loan will have been
repaid based on the current rate of amortization.

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 into 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 joint venture  agreement.  The Partnership's  ownership share was 3.97% at
December 31, 2000, 1999 and 1998.

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.




                                       12


<PAGE>

Plainview Point III Joint Venture - Continued
---------------------------------------------

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  $4,100,000,  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,
2000.

Plainview Point III Office Center is encumbered by a mortgage payable to a bank.
The current  mortgage  payable of  $3,200,000  is  recorded  as a  liability  by
NTS-Properties VI in accordance with the joint venture  agreement.  The mortgage
payable bears interest at 8.38%,  matures December 1, 2010 and is secured by the
assets of Plainview  Point III Office  Center.  At maturity,  the loan will have
been repaid based on the current rate of amortization.

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 into 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 joint venture  agreement.  The Partnership's  ownership share was 4.96% at
December 31, 2000, 1999 and 1998.

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 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;


                                       13


<PAGE>

Blankenbaker Business Center Joint Venture - Continued
------------------------------------------------------

     (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.  The
outstanding  balance at  December  31,  2000 was  $2,697,393.  The  mortgage  is
recorded as a liability of the joint  venture.  The mortgage bears interest at a
fixed rate of 8.5% and is due November 15, 2005.  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.

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 were associated with
the SHPS, Inc. lease renewal and expansion. The $1,100,000 note bore interest at
the Prime Rate +1.5 %. 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  agreement.  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 SHPS, Inc.  NTS-Properties  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,  SHPS, Inc.
occupied 100% of the business center. No future contributions are anticipated as
of December 31, 2000.

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



                                       14


<PAGE>


Blankenbaker Business Center Joint Venture - Continued
------------------------------------------------------

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 joint venture agreement.  The Partnership's  ownership share was 29.61% at
December 31, 2000, 1999 and 1998.

Lakeshore/University II Joint Venture
-------------------------------------

On January 23, 1995, a joint venture known as the  Lakeshore/University II Joint
Venture  (the "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
(property sold during 1998 - see below for details  regarding this  transaction)
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
 Lakeshore Business Center
 development (3.8 acres)                          NTS-Properties Plus Ltd.


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

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

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 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.

                                       15


<PAGE>

Lakeshore/University II Joint Venture - Continued
-------------------------------------------------

Each of the  properties was  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 were recorded 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 and on Lakeshore  Business  Center Phase I in
the  amount  of  $5,500,000  subsequent  to the  formation  of the L/U II  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  a 17.86%
partnership interest in the joint venture.

The properties of the L/U II Joint Venture are  encumbered by mortgages  payable
to an insurance company as follows:

         Loan Balance
         at 12/31/00                       Encumbered Property
         -----------                       -------------------
         $ 4,166,849                Lakeshore Business Center Phase I
         $ 4,483,083                Lakeshore Business Center Phase II
         $ 1,300,327                Lakeshore Business Center Phase III

The loans are recorded as  liabilities  of the joint  venture.  The mortgages of
Lakeshore  Business  Center  Phases I and II bear  interest  at a fixed  rate of
8.125% and are due August 1, 2008.  Monthly principal  payments are based upon a
12-year  amortization  schedule.  At  maturity,  the loans will have been repaid
based on the current rate of  amortization.  The mortgage of Lakeshore  Business
Center  Phase III bears  interest  at a variable  rate based on LIBOR daily rate
plus 2.3% and is due September 8, 2003.

On October 6, 1998,  pursuant to a contract  executed on September 8, 1998,  the
L/U II Joint Venture sold University Business Center Phase II office building to
Silver City  Properties,  Ltd.  ("the  Purchaser")  for  $8,975,000.  University
Business  Center  Phase II was  owned by the L/U II Joint  Venture  of which the
Partnership  owned a 17.86%  interest  as of October 6,  1998.  Portions  of the
proceeds  from this  sale  were  immediately  used to pay the  remainder  of the
outstanding debt of approximately $5,933,382 on University Business Center Phase
II (including  interest and prepayment  penalty).  Net cash proceeds received by
the partnership from the L/U II Joint Venture as a result of a cash distribution
of the proceeds from the sale were approximately $442,000.

On July 1, 2000 and July 1, 1999,  NTS-Properties  V  contributed  $500,000  and
$1,737,000, respectively, to the L/U II Joint Venture. The other partners in the
joint venture,  including  NTS-Properties IV, did not make capital contributions
at that time.  Accordingly,  the ownership  percentages of the other partners in
the joint  venture  decreased.  Effective  July 1,  2000,  NTS  Properties  IV's
percentage of ownership in the joint  venture was 10.92%,  as compared to 11.93%
prior to July 1, 2000, and 17.86% prior to July 1, 1999.

On July 23, 1999,  the L/U II Joint  Venture sold 2.4 acres of land  adjacent to
the Lakeshore Business Center for a purchase price of $528,405.  The Partnership
had an 11.93% interest in the joint venture at that date.



                                       16


<PAGE>

Lakeshore/University II Joint Venture - 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 joint venture  agreement.  The  Partnership's  ownership share was 10.92%,
11.93% and 17.86% at December 31, 2000, 1999 and 1998, respectively.

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,  2000,  one  apartments  community  was  under
construction in the vicinity of Golf Brook Apartments.  The scheduled completion
date is unknown at this time. In the vicinity of The Willows of Plainview, there
is one new  apartment  community  with 328 units  completed as of March 1, 2001.
Currently,  the effect these new properties will have on occupancy at Golf Brook
Apartments  and the Willows of Plainview  is unknown.  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 the 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,  NTS Development  Company 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,  NTS  Development  Company  received a total of
$137,432  for the year ended  December  31,  2000.  $76,929  was  received  from
commercial properties and $60,503 was received from residential properties.

                                       17


<PAGE>

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

The fee is equal to 6% of gross  revenues from  commercial  properties and 5% of
gross revenues from residential properties.

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

The term of the 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
60-days  written  notice.  As of December 31, 2000, the management  agreement is
still in effect.

Working Capital Practices
-------------------------

Information  about the  Partnership's  working capital  practices is included in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations in Part II, Item 7.

Seasonal Operations
-------------------

The Partnership  does not consider its operations to be seasonal to any material
degree.

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 judgement
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 General Partner of the
Partnership 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.  In management's opinion, the agreement with
NTS Development  Company 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.

                                       18


<PAGE>

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

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates other 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 allocated costs of providing such
services.  See Part II, Item 8 - Note 7 for further discussions of related party
transactions.

Governmental Contracts and Regulations
--------------------------------------

No portion of the Partnership's  business is subject to renegotiation of profits
or  termination  of  contracts  or  sub-contracts  at the election of the United
States Government.

Item 3.    Legal Proceedings
           -----------------

None.

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

None.





                                       19


<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 1,578  limited  partners as of  February  28,  2001.  Cash
distributions  and  allocations of income and loss are made as described in Note
1D to the Partnership's 2000 consolidated financial statements in Item 8.

No distributions  were paid during 2000, 1999 or 1998.  Quarterly  distributions
are  determined  based on current cash  balances,  cash flow being  generated by
operations  and cash reserves  needed for future  leasing  costs,  tenant finish
costs, and capital improvements.

Due to the fact that no  distributions  were made during 2000, 1999 or 1998, the
table which presents that portion of the  distributions  that represent a return
of capital on a Generally Accepted Accounting Principle basis has been omitted.












                                       20


<PAGE>

Item 6.     Selected Financial Data
            -----------------------

Years ended December 31, 2000, 1999, 1998, 1997 and 1996.
<TABLE>

                                      2000            1999            1998            1997            1996
                                      ----            ----            ----            ----            ----
<CAPTION>

<S>                              <C>             <C>             <C>             <C>             <C>
Rental and other income          $  2,474,093    $  2,333,381    $  2,273,371    $  2,486,019    $  2,360,496
Income (loss) from
  investments in joint ventures        29,819           3,264          77,538        (154,477)       (181,330)
Total expenses                     (2,267,517)     (2,339,336)     (2,252,613)     (2,308,879)     (2,225,347)
                                 -------------   -------------   -------------   -------------   -------------
Income (loss) before
  extraordinary item             $    236,395    $     (2,691)   $     98,296    $     22,663    $    (46,181)
Extraordinary item                       --              --              --           (71,713)           --
                                 -------------   -------------   -------------   -------------   -------------
Net income (loss)                $    236,395    $     (2,691)   $     98,296    $    (49,050)   $    (46,181)
                                 =============   =============   =============   =============   =============
Net income (loss)
  allocated to:
  General Partner                $      2,364    $        (27)   $        983    $       (490)   $       (462)
  Limited partners               $    234,031    $     (2,664)   $     97,313    $    (48,560)   $    (45,719)

Net income (loss) per
  limited partnership Units      $       9.67    $      (0.11)   $       3.75    $      (1.82)   $      (1.63)

Weighted average number
  of limited partnership Units         24,208          24,778          25,918          26,708          28,012

Cumulative net income
  (loss) allocated to:
  General Partner                $      6,236    $      3,872    $      3,899    $      2,916    $      3,406
  Limited partners               $    617,220    $    383,189    $    385,853    $    288,540    $    337,100

Cumulative taxable income
  (loss) allocated to:
  General Partner                $    (25,603)   $    (27,678)   $    (26,810)   $    (24,092)   $    (24,618)
  Limited partners               $ (2,535,209)   $ (2,740,689)   $ (2,654,795)   $ (2,385,433)   $ (2,437,521)

Distributions declared:
  General Partner                $       --      $       --      $       --      $       --      $      2,251
  Limited partners               $       --      $       --      $       --      $       --      $    222,842

Cumulative distributions
  declared to:
  General Partner                $    218,253    $    218,253    $    218,253    $    218,253    $    218,253
  Limited partners               $ 21,607,636    $ 21,607,636    $ 21,607,636    $ 21,607,636    $ 21,607,636

At year end:
Land, buildings and
  amenities, net                 $  6,907,615    $  7,301,116    $  7,457,476    $  7,687,969    $  8,126,119

Total assets                     $  8,615,520    $  9,024,075    $  9,578,845    $ 10,113,096    $ 10,470,535

Mortgages and notes payable      $  4,846,678    $  5,317,257    $  5,750,946    $  6,138,591    $  6,396,556

</TABLE>

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

                                       21


<PAGE>

Item 7.     Management's  Discussion  and  Analysis  of Financial  Condition and
            --------------------------------------------------------------------
            Results  of Operations
            ----------------------

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

Occupancy Levels
----------------

The occupancy  levels at the  Partnership's  properties and joint ventures as of
December 31 were as follows:


                                                 2000(1)    1999       1998
                                                 -------    ----       ----
 Wholly-Owned Properties
 -----------------------
 Commonwealth Business Center Phase I (2)          86%       93%        89%
 Plainview Point Office Center
  Phases I and II (2)                              77%       79%        65%
 The Willows of Plainview Phase I (2)              87%       96%        86%

 Properties Owned in Joint Venture
 ---------------------------------
 with NTS- Properties V
 ----------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 The Willows of Plainview Phase II (9.70%)         89%       87%        92%

 Properties Owned in Joint Venture
 ---------------------------------
 with NTS- Properties VI
 -----------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 Golf Brook Apartments (3.97%) (2)                 87%       95%        96%
 Plainview Point III Office Center (4.96%) (2)     73%       86%        81%

 Property Owned in Joint Venture
 -------------------------------
 with NTS- Properties VII, Ltd.
 ------------------------------
 and NTS-Properties Plus Ltd.
 ----------------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 Blankenbaker Business Center 1A  (29.61%)        100%      100%       100%

 Properties Owned Through
 ------------------------
 Lakeshore/University II Joint Venture
 -------------------------------------
 Lakeshore Business Center Phase I (3)             85%       73%        85%
 Lakeshore Business Center Phase II (3)            86%       72%        79%
 Lakeshore Business Center Phase III (4)           12%       N/A        N/A
 University Business Center Phase III (5)          N/A       N/A        N/A

(1)  Current occupancy levels are considered  adequate to continue  operation of
     the Partnership's properties.
(2)  In the opinion of the General Partner of the  Partnership,  the decrease in
     year  ending  occupancy  is  only a  temporary  fluctuation  and  does  not
     represent a permanent downward occupancy trend.
(3)  Ownership percentage was 10.92%, 11.93% and 17.86% as of December 31, 2000,
     1999 and 1998,  respectively.  (4)  Ownership was 10.92% as of December 31,
     2000.
(5)  On October 6, 1998,  University Center Phase II was sold. See below for the
     details of this transaction.






                                       22


<PAGE>

Occupancy Levels - Continued
----------------------------

The average occupancy levels at the Partnership's  properties and joint ventures
as of December 31 were as follows:


                                                  2000       1999       1998
                                                  ----       ----       ----
 Wholly-Owned Properties
 -----------------------
 Commonwealth Business Center Phase I (1)          91%        95%        88%
 Plainview Point Office Center
  Phases I and II                                  75%        58%        70%
 The Willows of Plainview Phase I                  94%        94%        90%

 Properties Owned in Joint Venture
 ---------------------------------
 with NTS- Properties V
 ----------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 The Willows of Plainview Phase II (9.70%) (1)     92%        93%       87%

 Properties Owned in Joint Venture
 ---------------------------------
 with NTS- Properties VI
 -----------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 Golf Brook Apartments  (3.97%) (1)                92%        94%       96%
 Plainview Point III Office Center (4.96%) (1)     88%        91%       92%

 Property Owned in Joint Venture
 -------------------------------
 with NTS- Properties VII, Ltd.
 ------------------------------
 and NTS-Properties Plus Ltd.
 ----------------------------
 (ownership % at December 31, 2000)
 Blankenbaker Business Center 1A (29.61%)         100%       100%      100%

 Properties Owned Through
 ------------------------
 Lakeshore/University II Joint Venture
 -------------------------------------
 Lakeshore Business Center Phase I (2)             78%        74%       88%
 Lakeshore Business Center Phase II (1) (2)        83%        85%       91%
 Lakeshore Business Center Phase III (3)           12%        N/A       N/A
 University Business Center Phase II (4)           N/A        N/A       91% (5)

(1)  In the opinion of the General Partner of the  Partnership,  the decrease in
     average occupancy is only a temporary  fluctuation and does not represent a
     permanent downward occupancy trend.
(2)  Ownership percentage was 10.92%, 11.93% and 17.86% as of December 31, 2000,
     1999 and 1998,  respectively.  (3)  Ownership  percentage  was 10.92% as of
     December 31, 2000.
(4)  On October 6, 1998,  University Center Phase II was sold. See below for the
     detail  of this  transaction.  (5)  Represents  average  occupancy  through
     October 6, 1998.















                                       23


<PAGE>

Rental and Other Income
-----------------------

The rental and other income generated by the Partnership's  properties and joint
ventures for the years ended December 31, 2000, 1999 and 1998 were as follows:


                                                 2000         1999       1998
                                                 ----         ----       ----
 Wholly-Owned Properties
 -----------------------
 Commonwealth Business Center Phase I      $  756,598  $  793,230  $  705,009
 Plainview Point Office Center
  Phases I and II                          $  512,900  $  331,212  $  457,904
 The Willows of Plainview Phase I          $1,187,368  $1,182,573  $1,148,200

 Properties Owned in Joint Venture
 ---------------------------------
 with NTS- Properties V
 ----------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 The Willows of Plainview Phase II (9.70%) $1,318,620  $1,341,677  $1,341,511

 Properties Owned in Joint Venture
 ---------------------------------
 with NTS- Properties VI
 -----------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 Golf Brook Apartments  (3.97%)            $3,271,227  $2,980,021  $3,047,139
 Plainview Point III Office Center (4.96%) $  848,522  $  852,836  $  822,168

 Property Owned in Joint Venture
 -------------------------------
 with NTS- Properties VII, Ltd.
 ------------------------------
 and NTS-Properties Plus Ltd.
 ----------------------------
 (ownership % at December 31, 2000)
 ----------------------------------
 Blankenbaker Business Center 1A (29.61%)  $  908,100  $  914,526  $  934,059

 Properties Owned Through
 ------------------------
 Lakeshore/University II Joint Venture
 -------------------------------------
 Lakeshore Business Center Phase I (1)     $1,404,217  $1,284,362  $1,494,248
 Lakeshore Business Center Phase II (1)    $1,414,306  $1,408,339  $1,638,695
 Lakeshore Business Center Phase III       $    5,122     N/A         N/A
 University Business Center Phase II          N/A         N/A      $  779,945(2)

(1)  Ownership percentage was 10.92% for the six months ended December 31, 2000,
     11.93% for the six months  ended June 30,  2000 and  December  31, 1999 and
     17.86% for the six  months  ended June 30,  1999 and  twelve  months  ended
     December 31, 1998.
(2)  On October 6, 1998,  University Business Center Phase II was sold. Revenues
     shown here represent 1998 income through the date of disposition. Ownership
     of University Business Center Phase II was 17.86% on October 6, 1998.

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

The following is an analysis of material  changes in results for  operations for
the periods ending December 31, 2000,  1999 and 1998.  Items that did not have a
material  impact on  operations  for the periods  listed above have been omitted
from this discussion.

Rental  income  increased  approximately  $151,000,  or 7%,  from  1999 to 2000,
primarily as a result of increased  average  occupancy and increased common area
reimbursement  income at  Plainview  Point  Office  Center  Phases I and II. The
increase is partially offset by decreased income at Commonwealth Business Center
Phase I as a result of a decrease in average occupancy.

Interest and other income decreased  approximately $14,500, or 30%, and $10,000,
or 29%, from 1999 to 2000,  and from1998 to 1999,  respectively,  as a result of
decreased cash reserves available for investment.


                                       24


<PAGE>

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

Income from joint ventures  increased  approximately  $26,000 from 1999 to 2000.
The  increase  is the  result of  Blankenbaker  Business  Center  Joint  Venture
decreased net loss of approximately  $5,000 and Golf Brook Apartments  increased
net income of approximately $25,000.

Income from joint ventures  decreased  approximately  $74,000 from 1998 to 1999.
The  decrease  is  primarily  the  result  of  decreased  net  income  from  the
Lakeshore/University  II Joint  Venture due  primarily to the sale of University
Business Center Phase II.

Operating expenses increased  approximately  $58,800, or 12%, from 1998 to 1999,
primarily as a result of increased landscape expense at The Willows of Plainview
Phase  II and  increased  repair  and  maintenance  expense  at The  Willows  of
Plainview Phase II and Plainview Point Office Center Phases I and II.

Operating expenses - affiliated  decreased  approximately  $30,000,  or 7%, from
1999 to 2000,  primarily  as a result of  decreased  salary and  overhead  costs
allocated to the  Partnership as a result of decreased  property  management and
leasing  expenses.  Operating  expenses -  affiliated  are expenses for services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner of the Partnership.

Operating expenses - affiliated  increased  approximately  $59,000, or 17%, from
1998 to 1999,  primarily  as a result of  increased  administrative  salaries at
Plainview Point Office Center Phases I and II and  Commonwealth  Business Center
Phase I.

The 2000 loss on  disposal  of assets can be  attributed  to the  retirement  of
building  costs at The Willows of Plainview  Phase I and Plainview  Point Office
Center Phases I and II. The losses are the result of exterior wood  replacements
at The Willows of  Plainview  Phase I and common area  renovations  at Plainview
Point Office Center Phases I and II.

The 1999 loss on  disposal  of assets can be  attributed  to the  retirement  of
building costs at Plainview  Point Office Center Phases I and II and The Willows
of Plainview  Phase I. The losses are the result of common area  renovations  at
Plainview  Point Office Center Phases I and II and alarm system  replacement  at
The Willows of Plainview Phase I.

Interest expense decreased  approximately  $29,600,  or 7%, and $44,000,  or 9%,
from 1999 to 2000, and from 1998 to 1999, respectively,  as a result of required
principal  payments on the mortgages payable of The Willows of Plainview Phase I
and Commonwealth Business Center Phase I.

Professional and administrative  expenses decreased  approximately  $22,800,  or
22%,  from 1999 to 2000,  primarily as a result of decreased  costs  incurred in
connection with the tender offers (see Part II, Item 8 - Note 3).

Professional and administrative  expenses increased  approximately  $22,400,  or
27%,  from 1998 to 1999,  primarily as a result of costs  incurred in connection
with the tender offers.



                                       25


<PAGE>

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

Depreciation and amortization increased  approximately $38,600, or 9%, from 1999
to 2000,  primarily  as a result of assets  placed in service at The  Willows of
Plainview Phase I and Plainview Point Office Center Phases I and II.

Depreciation and amortization decreased approximately $58,700, or 12%, from 1998
to 1999, as a result of a portion of the assets at the Partnership's  properties
becoming 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,  3-30
years  for  buildings  and  improvements,  3-30  years  for  amenities  and  the
applicable  lease  term  for  tenant  improvements.  The  aggregate  cost of the
Partnership's properties for federal tax purposes is approximately $15,277,131.

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

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities.  Cash  flows used in  investing  activities  are for  tenant  finish
improvements and other capital additions and were funded by operating activities
or cash  reserves.  Cash flows  used in  investing  activities  are also for the
purchase of investment  securities.  As part of its cash management  activities,
the  Partnership had 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 cash  reserves.  The  Partnership  held the securities
until  maturity.  Cash flows  provided  by  investing  activities  were from the
maturity of investment  securities.  Cash flows used in financing activities are
for principal payments on mortgages payable,  repurchases of limited partnership
Units and an increase in funds reserved by the Partnership for the repurchase of
limited  partnership  Units through the tender offer or the Interest  Repurchase
Reserve.

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.  There may be significant demands of future liquidity due
to the lease up of Lakeshore Business Center Phase III. At this time, the future
leasing  and tenant  finish  costs  which will be  required to renew the current
leases or obtain new tenants are unknown.  It is anticipated that the cash flows
from  operations  and cash  reserves will be sufficient to meet the needs of the
Partnership.

Cash flows provided by (used in):


                                       2000            1999             1998
                                       ----            ----             ----
 Operating activities              $  609,746      $  666,678       $  512,522
 Investing activities                (102,988)       (211,388)         459,361
 Financing activities                (493,579)       (659,189)        (620,563)
                                   -----------     -----------      -----------
 Net increase (decrease)
   in cash and equivalents         $   13,179      $ (203,899)      $  351,320
                                   ===========     ===========      ===========





                                       26


<PAGE>

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

Net cash provided by operating  activities decreased  approximately  $57,000, or
9%, in 2000.  The  decrease  was  primarily  driven by a  decrease  in  accounts
payable,  an increase  in  accounts  receivable  and is  partially  offset by an
increase in net income from operations.

Net cash provided by operating activities increased  approximately  $154,000, or
30%, in 1999, primarily as a result of increased accounts payable and restricted
cash.

Net cash used in investing activities decreased  approximately $108,000, or 51%,
in 2000. The decrease in cash used in investing  activities was primarily driven
by decreased need for capital expenditures.

Net cash provided by investing  activities decreased  approximately  $671,000 in
1999.  The  decrease is primarily a result of a decrease in  distributions  from
joint  ventures due to the prior year sale of University  Business  Center Phase
II.

The approximate  $166,000  decrease in net cash used in financing  activities in
2000 is primarily driven by a decrease in the repurchase of limited  partnership
Units. The approximate $38,000 increase in net cash used in financing activities
in 1999 is  primarily  driven  by  increased  principal  payments  on  mortgages
payable.


The  Partnership  has not made any cash  distributions  since the quarter  ended
September  30,  1996.  Distributions  will be resumed once the  Partnership  has
established adequate cash reserves and is generating cash from operations which,
in  management's  opinion,  is sufficient to warrant future  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 other capital
improvements.  Cash reserves  (which are  unrestricted  cash and equivalents and
investment securities as shown on the Partnership's balance sheet as of December
31) were $389,963 and $376,784 at December 31, 2000 and 1999, respectively.

Due to the fact that no  distributions  were made during 2000, 1999 or 1998, the
table which presents that portion of the  distribution  that represents a return
of capital on a Generally Accepted Accounting Principle basis has been omitted.

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required  by lease  negotiations  at the  Partnership's  commercial  properties.
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 wall covering.
The extent and cost of the  improvements are determined by the size of the space
being  leased and  whether  the  improvements  are for a new tenant or  incurred
because of a lease  renewal.  The tenant finish  improvements  will be funded by
cash  flows  from  operations,  cash  reserves  or  additional  financing  where
necessary.

As of  December  31,  2000,  the  L/U II  Joint  Venture  has a  commitment  for
approximately $122,000 for tenant improvements on 6,190 square feet at Lakeshore
Business  Center Phase III.  This  commitment  will be funded from existing debt
financing.  The joint venture has incurred approximately $77,000 of this cost as
of December 31, 2000.

                                       27


<PAGE>

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

The L/U II Joint Venture  anticipates  replacing the roofs at Lakeshore Business
Center Phase I for a cost of approximately $400,000.

The  Partnership  had no other material  commitments  for renovations or capital
improvements as of December 31, 2000.

Pursuant to Section 16.4 of the Partnership's  Amended and Restated Agreement of
Limited Partnership,  the Partnership established an Interest Repurchase Reserve
in June 1996.  During the years ended  December  31,  1998,  1997 and 1996,  the
Partnership  funded  $201,565,  $45,000,  and  $575,070,  respectively,  to  the
reserve. Through November 20, 1998 (the commencement of the First Tender Offer),
the Partnership had repurchased 4,436 Units for $700,920 at a price ranging from
$150 to $205 per Unit.  Repurchased  Units are retired by the Partnership,  thus
increasing  the  percentage  of  ownership  of each  remaining  limited  partner
investor.  The Interest  Repurchase  Reserve was funded from cash reserves.  The
balance in the reserve at December 31, 2000 was $0.

On November  20,  1998,  the  Partnership  and ORIG,  LLC, an  affiliate  of the
Partnership  (the  "Offerors"),  commenced  a tender  offer (the  "First  Tender
Offer") to purchase up to 1,200 of the Partnership's  limited  partnership Units
at a price of $205 per Unit as of the date of the First Tender Offer.  The First
Tender Offer expired  February 19, 1999, at which time 1,259 Units were tendered
pursuant to the First Tender Offer.  The  Partnership  repurchased 600 Units and
ORIG,  LLC  purchased  659  Units  at a total  cost of  $258,095  plus  offering
expenses.

On July 28, 1999, the Partnership and ORIG, LLC, an affiliate of the Partnership
(the "Offerors"), commenced a second tender offer (the "Second Tender Offer") to
purchase up to 1,000 of the Partnership's  limited  partnership Units at a price
of $205  per  Unit as of the  date  of the  Second  Tender  Offer.  The  initial
expiration  date of the  Second  Tender  Offer  was  October  29,  1999 and this
expiration  date was  extended to December 8, 1999.  A total of 2,245 Units were
tendered,  pursuant to the Second  Tender Offer,  and the Offerors  accepted all
Units. The Partnership repurchased 500 Units and ORIG, LLC purchased 1,745 Units
at a total cost of $460,225 plus offering expenses.

On  September  22,  2000,  the  Partnership  and ORIG,  LLC, an affiliate of the
Partnership (the "Offerors"),  commenced a third tender offer (the "Third Tender
Offer") to purchase up to 200 of the Partnership's  limited partnership Units at
a price  of  $205  per  Unit  as of the  date of the  Third  Tender  Offer.  The
expiration  date of the Third  Tender  Offer was  December  22, 2000. A total of
3,092 Units were tendered,  pursuant to the Third Tender Offer, and the Offerors
accepted all Units tendered. The Partnership repurchased 100 Units and ORIG, LLC
purchased 2,992 Units at a total cost of $633,860 plus offering expenses.

The offering price per Unit was  established by the General  Partner in its sole
discretion  and  does  not  purport  to  represent  the  fair  market  value  or
liquidation value of the Units.






                                       28


<PAGE>

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

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the Partnership's commercial properties. The leasing and
renewal negotiations at the Lakeshore Business Center development are handled by
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 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 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. 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,
and  Lakeshore  Business  Center  Phases I, II and III  provide  for  tenants to
contribute toward the payment of common area expenses, insurance and real estate
taxes.  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.

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

Some of the statements included in Item 7, Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations,  may be  considered  to be
"forward-looking statements," since such statements relate to matters which have
not yet occurred.  For example,  phrases such as "the Partnership  anticipates,"
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the result
which  the  Partnership  expected  also may not  occur  or occur in a  different
manner, which may be more or less favorable to the Partnership.  The Partnership
does not  undertake  any  obligations  to  publicly  release  the  result of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or circumstances.

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





                                       29


<PAGE>

Cautionary Statements - Continued
---------------------------------

The  Partnership's  liquidity,  capital  resources and results of operations are
subject to a number of risks and uncertainties including, but not limited to the
following:  the ability of the  Partnership  to achieve  planned  revenues;  the
ability of the Partnership to make payments due under its debt  agreements;  the
ability of the  Partnership  to negotiate  and  maintain  terms with vendors and
service providers for operating expenses;  competitive pressures from other real
estate  companies,  including  large  commercial  and  residential  real  estate
companies,  which may  affect  the nature  and  viability  of the  Partnership's
business  strategy;  trends in the economy as a whole which may affect  consumer
confidence and demand for the types of rental property held by the  Partnership;
the  ability of the  Partnership  to predict  the  demand  for  specific  rental
properties;  the  ability  of the  Partnership  to attract  and retain  tenants;
availability  and costs of management and labor employed;  real estate occupancy
and  development  costs,   including  the  substantial  fixed  investment  costs
associated with renovations  necessary to obtain new tenants and retain existing
tenants;  and the risk of a major commercial  tenant defaulting on its lease due
to risks  generally  associated  with real estate,  many of which are beyond the
control of the  Partnership,  including  general or local  economic  conditions,
competition, interest rates, real estate tax rates, other operating expenses and
acts of God.































                                       30


<PAGE>

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
            ----------------------------------------------------------

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed rate.  At December 31, 2000, a  hypothetical  100 basis point  increase in
interest  rates would  result in an  approximate  $193,000  decrease in the fair
value of debt.







                                       31


<PAGE>

Item 8.    Financial Statements and Supplementary Data
           -------------------------------------------

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

To NTS-Properties IV, Ltd.:

We have audited the accompanying  balance sheets of  NTS-Properties  IV, Ltd. (a
Kentucky limited  partnership) as of December 31, 2000 and 1999, and the related
statements of operations,  partners' equity and cash flows for each of the three
years in the period ended December 31, 2000. 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 auditing standards generally accepted
in the United States. 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, Ltd. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 2000 in conformity
with accounting principles generally accepted in the United States.

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 68
through 69 are  presented  for purposes of  complying  with the  Securities  and
Exchange  Commission's  rules and are not a required part of the basic financial
statements.  These  schedules  have been  subjected to the  auditing  procedures
applied in our audits of the basic  financial  statements  and, in our  opinion,
fairly state in all material  respects the basic  financial  data required to be
set forth  therein in  relation  to the basic  financial  statements  taken as a
whole.

                                                      ARTHUR ANDERSEN LLP

Louisville, Kentucky
March 9, 2001











                                       32


<PAGE>

<TABLE>
                             NTS-PROPERTIES IV, LTD.
                             -----------------------

                                 BALANCE SHEETS
                                 --------------

                        AS OF DECEMBER 31, 2000 AND 1999
                        --------------------------------

<CAPTION>

                                                       2000              1999
                                                       ----              ----


ASSETS
------
<S>                                                 <C>               <C>
Cash and equivalents                                $  389,963        $  376,784
Cash and equivalents - restricted                       39,544            38,008
Accounts receivable                                    230,025           258,951
Land, buildings and amenities, net                   6,907,615         7,301,116
Investment in and advances to joint ventures           850,089           853,270
Other assets                                           198,284           195,946
                                                    ----------        ----------
     TOTAL ASSETS                                   $8,615,520        $9,024,075
                                                    ==========        ==========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages payable                                   $4,846,678        $5,317,257
Accounts payable                                        39,176           173,784
Security deposits                                       31,035            44,553
Other liabilities                                       23,426            26,671
                                                    ----------        ----------
     TOTAL LIABILITIES                               4,940,315         5,562,265

COMMITMENTS AND CONTINGENCIES (Note 8)

PARTNERS' EQUITY                                     3,675,205         3,461,810
                                                    ----------        ----------
     TOTAL LIABILITIES AND PARTNERS' EQUITY         $8,615,520        $9,024,075
                                                    ==========        ==========

</TABLE>

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



















                                       33


<PAGE>

<TABLE>
                             NTS-PROPERTIES IV, LTD.
                             -----------------------

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

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------
<CAPTION>


                                                             2000           1999             1998
                                                             ----           ----             ----
REVENUES
--------
<S>                                                      <C>            <C>             <C>
Rental income                                            $ 2,449,691    $ 2,298,847     $ 2,224,342
Income from investment in joint ventures                      29,819          3,264          77,538
Interest and other income                                     24,402         34,534          49,029
                                                         ------------   ------------    ------------
     TOTAL REVENUES                                        2,503,912      2,336,645       2,350,909

EXPENSES
--------
Operating expenses                                           529,115        536,237         477,466
Operating expenses - affiliated                              387,017        417,342         358,367
Loss on disposal of assets                                    43,220         46,042          10,766
Interest expense                                             398,435        428,042         472,446
Management fees                                              137,432        130,281         130,044
Real estate taxes                                            112,527        112,835         104,416
Professional and administrative expenses                      81,730        104,520          82,158
Professional and administrative expenses - affiliated         91,772        116,320         110,494
Depreciation and amortization                                486,269        447,717         506,456
                                                         ------------   ------------    ------------
    TOTAL EXPENSES                                         2,267,517      2,339,336       2,252,613
                                                         ------------   ------------    ------------
Net income (loss)                                        $   236,395    $    (2,691)    $    98,296
                                                         ============   ============    ============
Net income (loss) allocated to the limited partners      $   234,031    $    (2,664)    $    97,313
                                                         ============   ============    ============
Net income (loss) per limited partnership Unit           $      9.67    $     (0.11)    $      3.75
                                                         ============   ============    ============
Weighted average number of limited
  Partnership Units                                           24,208         24,778          25,918
                                                         ============   ============    ============

</TABLE>

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














                                       34


<PAGE>

<TABLE>
                             NTS-PROPERTIES IV, LTD.
                             -----------------------

                       STATEMENTS OF PARTNERS' EQUITY (1)
                       ----------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
              -----------------------------------------------------
<CAPTION>


                                             Limited          General
                                             Partners         Partner         Total
                                             --------         -------         -----
PARTNERS' EQUITY/(DEFICIT)
--------------------------
<S>                                        <C>             <C>             <C>
Balances at December 31, 1997              $ 4,049,563     $  (215,338)    $ 3,834,225

   Net income                                   97,313             983          98,296

   Repurchase of limited partnership Units    (242,520)           --          (242,520)
                                           ------------    ------------    ------------
Balances at December 31, 1998                3,904,356        (214,355)      3,690,001

   Net loss                                     (2,664)            (27)         (2,691)

   Repurchase of limited partnership Units    (225,500)           --          (225,500)
                                           ------------    ------------    ------------
Balances at December 31, 1999                3,676,192        (214,382)      3,461,810

   Net income                                  234,031           2,364         236,395

   Repurchase of limited partnership Units     (23,000)           --           (23,000)
                                           ------------    ------------    ------------
Balances at December 31, 2000              $ 3,887,223     $  (212,018)    $ 3,675,205
                                           ============    ============    ============

</TABLE>

(1)  For the periods  presented,  there are no  elements of other  comprehensive
     income as defined by the Financial Accounting Standards Board, Statement of
     Financial Accounting Standards Statement No. 130, "Reporting  Comprehensive
     Income."

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



















                                       35


<PAGE>

<TABLE>
                             NTS-PROPERTIES IV, LTD.
                             -----------------------

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

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
              -----------------------------------------------------

<CAPTION>

                                                               2000            1999            1998
                                                               ----            ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                        <C>             <C>             <C>
Net income (loss)                                          $   236,395     $    (2,691)    $    98,296
Adjustments to reconcile net income (loss)  to net cash
provided by operating activities:
  Accrued interest on investment securities                       --             2,569          (2,569)
  Loss on disposal of assets                                    43,220          46,042          10,766
  Depreciation and amortization                                493,977         455,425         513,979
  Income from investment in joint ventures                     (29,819)         (3,264)        (77,538)
  Changes in assets and liabilities:
      Cash and equivalents - restricted                         (1,536)        122,005         (74,907)
      Accounts receivable                                       28,926         (21,278)         22,131
      Other assets                                             (10,046)        (39,240)         24,746
      Accounts payable                                        (134,608)        106,851          12,357
      Security deposits                                        (13,518)           (857)        (10,635)
      Other liabilities                                         (3,245)          1,116          (4,104)
                                                           ------------    ------------    ------------
   Net cash provided by operating activities                   609,746         666,678         512,522
                                                           ------------    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Additions to land, buildings and amenities                    (135,988)       (337,399)       (275,064)
Purchase of investment securities                                 --              --        (1,125,550)
Maturity of investment securities                                 --           140,000       1,407,886
Investment in and advances to (from) joint ventures             33,000         (13,989)        452,089
                                                           ------------    ------------    ------------
   Net cash (used in) provided by investing activities        (102,988)       (211,388)        459,361
                                                           ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Principal payments on mortgages payable                       (470,579)       (433,689)       (387,645)
Decrease in loan costs                                            --              --             9,602
Repurchase of limited partnership Units                        (23,000)       (225,500)       (242,520)
                                                           ------------    ------------    ------------
   Net cash used in financing activities                      (493,579)       (659,189)       (620,563)
                                                           ------------    ------------    ------------
   Net increase (decrease) in cash and equivalents              13,179        (203,899)        351,320
                                                           ------------    ------------    ------------
CASH AND EQUIVALENTS, beginning of year                        376,784         580,683         229,363
                                                           ------------    ------------    ------------
CASH AND EQUIVALENTS, end of year                          $   389,963     $   376,784     $   580,683
                                                           ============    ============    ============
Interest paid on a cash basis                              $   391,080     $   427,970     $   449,477
                                                           ============    ============    ============

</TABLE>

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





                                       36


<PAGE>

                             NTS-PROPERTIES IV, LTD.
                             -----------------------

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

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

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

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

               NTS-Properties   IV,  Ltd.  (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)   Basis of Presentation and Joint Venture Accounting
               --------------------------------------------------

               The financial statements include the accounts of all wholly-owned
               properties.  Intercompany  transactions  and  balances  have been
               eliminated.  Less than 50% owned joint ventures are accounted for
               under the equity method.  In conformity  with Generally  Accepted
               Accounting   Principles,   management   has  used  estimates  and
               assumptions   that  affect  the   reported   amounts  of  assets,
               liabilities,   revenues  and  expenses  and  the   disclosure  of
               contingent  assets and  liabilities.  Actual results could differ
               from those estimates.

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

               Proportionate  consolidation  was utilized by the Partnership due
               to the fact that the  ownership of joint venture  properties,  in
               substance, was not subject to joint control. The managing General
               Partners  of  the  sole  General  Partner  of the  NTS  sponsored
               partnerships, which have formed joint ventures, are substantially
               the same. As such,  decisions regarding  financing,  development,
               sale or  operations  did not  require the  approval of  different
               partners.  Additionally,  the joint venture properties are in the
               same business/industry as their respective joint venture partners
               and  their  asset,   liability,   revenue  and  expense  accounts
               correspond  with the accounts of such partners.  It is the belief
               of the  General  Partner of the  Partnership  that the  financial
               statement disclosures resulting from proportionate  consolidation
               provided the most meaningful presentation of assets, liabilities,
               revenues,  expenses and cash flows given the  commonality  of the
               Partnership's operations.





                                       37


<PAGE>

          B)   Basis of Presentation and Joint Venture Accounting - Continued
               --------------------------------------------------------------

               The  Emerging  Issues  Tasks  Force  ("EITF")  of  the  Financial
               Accounting  Standards  Board  ("FASB") has reached a consensus on
               Issue  No.  00-1,  "Applicability  of  the  Pro  Rata  Method  of
               Consolidation  to Investments in Certain  Partnerships  and Other
               Unincorporated Joint Ventures." The EITF reached a consensus that
               a proportionate gross financial statement  presentation (referred
               to as "proportionate  consolidation" in the Notes to Consolidated
               Financial  Statements) is not appropriate for an investment in an
               unincorporated legal entity accounted for by the equity method of
               accounting,  unless the  investee  is in either the  construction
               industry or an extractive  industry where there is a longstanding
               practice of its use.

               The consensus is applicable  to financial  statements  for annual
               periods ending after June 15, 2000. The  Partnership now uses the
               equity  method to account for its joint venture  investments  for
               the year ending  December 31, 2000. The  Partnership  has applied
               the consensus to all comparative financial statements,  restating
               them to conform with the consensus for all periods presented. The
               application  of this consensus did not result in a restatement of
               previously   reported   partners'   equity  or  net   results  of
               operations,   but  did   result   in  a   recharacterization   or
               reclassification  of certain financial  statements'  captions and
               amounts.

               Please see the  accompanying  NTS-Properties  IV  combined  joint
               ventures'  financial  statements  and notes,  which  include  the
               combined  financial  statements of the joint  ventures  listed in
               Note 1C.

          C)   Wholly Owned and Joint Venture Properties
               -----------------------------------------

               The Partnership owns and operates the following properties:

               *    Commonwealth Business Center Phase I, a business Center with
                    approximately 82,000 net rentable square feet in Louisville,
                    Kentucky.

               *    Plainview  Point  Office  Center  Phases I and II, an office
                    center with approximately 57,000 net rentable square feet in
                    Louisville, Kentucky.

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

               *    A 9.70% joint  venture  interest in The Willows of Plainview
                    Phase  II,  a  144-unit   luxury   apartment   community  in
                    Louisville, Kentucky.

               *    A 3.97% joint venture interest in Golf Brook  Apartments,  a
                    195-unit luxury apartment community in Orlando, Florida.

               *    A 4.96% joint venture interest in Plainview Point III Office
                    Center,  an office  center  with  approximately  62,000  net
                    rentable square feet in Louisville, Kentucky.

                                       38


<PAGE>

          C)   Properties - Continued
               ----------------------

               *    A 29.61% 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.

               *    A 10.92% 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.

                    -    Lakeshore Business Center Phase III - a business center
                         -----------------------------------
                         with  approximately   39,000  net  rentable square feet
                         located in Fort Lauderdale, Florida.

          D)   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.  Starting
               December 31, 1996, the Partnership has  indefinitely  interrupted
               distributions.

               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
               99% to the limited partners and 1% to the General Partner for all
               periods presented in the accompanying financial statements.

          E)   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.





                                       39


<PAGE>

         E)    Tax Status - Continued
               ----------------------

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

<TABLE>

                                                          2000        1999         1998
                                                          ----        ----         ----
<CAPTION>
<S>                                                  <C>         <C>          <C>
                 Net income (loss)                   $ 236,395   $  (2,691)   $  98,296
                 Items handled differently
                   for tax purposes:
                  Gain on sale of assets                     -      (9,274)    (329,513)
                  Depreciation and amortization          4,669    (107,141)     (46,238)
                  Capitalized leasing costs                  -         526          324
                  Rental income                              -      10,779       28,217
                  Write-off of unamortized
                   tenant improvements                       -           -      (25,037)
                  Allowance for doubtful accounts            -      (2,032)       1,865
                  Other                                (33,509)     23,071            -
                                                     ----------  ----------   ----------
                  Taxable income (loss)              $ 207,555   $ (86,762)   $(272,086)
                                                     ==========  ==========   ==========

</TABLE>


          F)   Cash and Equivalents - Restricted
               ---------------------------------

               Cash and equivalents - restricted  represents  funds received for
               residential  security deposits and funds which have been escrowed
               with  mortgage  companies  for  property  taxes and  insurance in
               accordance with the loan agreements with said mortgage companies.

          G)   Basis of Property and Depreciation
               ----------------------------------

               Land,  buildings and amenities are stated at historical cost less
               accumulated  depreciation  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, 3-30 years for
               buildings  and  improvements,  3-30 years for  amenities  and the
               applicable lease term for tenant improvements.

               Statement of  Financial  Accounting  Standards  ("SFAS") No. 121,
               Accounting  for  the  Impairment  of  Long-Lived  Assets  and for
               Long-Lived  Assets to be Disposed Of, specifies  circumstances in
               which certain  long-lived assets must be reviewed for impairment.
               If such review  indicates  that the  carrying  amount of an asset
               exceeds the sum of its  expected  future cash flows,  the asset's
               carrying  value  must  be  written  down to  fair  market  value.
               Application of this standard by management during the years ended
               December 31, 2000,  1999 and 1998 did not result in an impairment
               loss.

          H)   Revenue Recognition - Rental Income and Capitalized Leasing Costs
               -----------------------------------------------------------------

               The  Partnership  recognizes  revenue  in  accordance  with  each
               tenant's respective lease agreement. 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 totaled $118,528 and $108,799
               at December 31, 2000 and 1999, respectively.

                                       40


<PAGE>

          H)   Revenue Recognition - Rental Income and Capitalized Leasing Costs
               -----------------------------------------------------------------

               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.

          I)   Advertising
               -----------

               The   Partnership   expenses   advertising   costs  as  incurred.
               Advertising  expense was immaterial to the Partnership during the
               years ended December 31, 2000, 1999 and 1998.

          J)   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.

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

          NTS-Properties   IV  owns  and  operates   commercial   properties  in
          Louisville,  Kentucky and Fort  Lauderdale,  Florida.  In  Louisville,
          Kentucky, one tenant occupies 100% of the Blankenbaker Business Center
          1A property. The Partnership also owns and operates,  either wholly or
          through  a  joint  venture,   residential  properties  in  Louisville,
          Kentucky and Orlando, Florida.

3.        Tender Offers
          -------------

          On November 20, 1998, the  Partnership  and ORIG, LLC, an affiliate of
          the Partnership (the "Offerors"), commenced a tender offer (the "First
          Tender  Offer") to purchase up to 1,200 of the  Partnership's  limited
          partnership  Units  at a price  of $205 per Unit as of the date of the
          First Tender Offer.  The First Tender Offer expired February 19, 1999,
          at which time 1,259 Units were  tendered  pursuant to the First Tender
          Offer.  The Partnership  repurchased 600 Units and ORIG, LLC purchased
          659 Units at a total cost of $258,095 plus offering expenses.

          On July 28, 1999, the  Partnership  and ORIG, LLC, an affiliate of the
          Partnership  (the  "Offerors"),  commenced a second  tender offer (the
          "Second  Tender  Offer") to purchase up to 1,000 of the  Partnership's
          limited  partnership  Units at a price of $205 per Unit as of the date
          of the Second Tender Offer. The initial  expiration date of the Second
          Tender  Offer  was  October  29,  1999  and this  expiration  date was
          extended to December  8, 1999.  A total of 2,245 Units were  tendered,
          pursuant to the Second  Tender  Offer,  and the Offerors  accepted all
          Units.  The Partnership  repurchased 500 Units and ORIG, LLC purchased
          1,745 Units at a total cost of $460,225 plus offering expenses.

          On September 22, 2000, the  Partnership and ORIG, LLC, an affiliate of
          the Partnership (the "Offerors"),  commenced a third tender offer (the
          "Third  Tender  Offer")  to  purchase  up to 200 of the  Partnership's
          limited  partnership  Units at a price of $205 per Unit as of the date
          of the Third Tender  Offer.  The  expiration  date of the Third Tender
          Offer was December  22,  2000.  A total of 3,092 Units were  tendered,
          pursuant to the Third  Tender  Offer,  and the  Offerors  accepted all
          Units tendered.  The  Partnership  repurchased 100 Units and ORIG, LLC
          purchased  2,992  Units  at a total  cost of  $633,860  plus  offering
          expenses.

                                       41


<PAGE>

3.        Tender Offers - Continued
          -------------------------

          The offering price per Unit was  established by the General Partner in
          its sole  discretion and does not purport to represent the fair market
          value or liquidation value of the Units.

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:

                                                         2000            1999
                                                         ----            ----
           Land and improvements                     $  3,247,261   $  3,247,261

           Buildings, improvements and amenities       12,066,027     12,029,272
                                                    ------------   ------------
             Total land, buildings and amenities       15,313,288     15,276,533

           Less accumulated depreciation                8,405,673      7,975,417
                                                     ------------   ------------
             Land, buildings and amenities, net      $  6,907,615   $  7,301,116
                                                     ============   ============

5.        Mortgages Payable
          -----------------

          Mortgages payable as of December 31 consist of the following:


                                                          2000          1999
                                                          ----          ----
           Mortgage payable with an insurance
           company, bearing interest at a fixed
           rate of 8.8%, payable in monthly
           installments through October 1, 2004,
           secured by land and building.             $  1,417,758   $  1,715,679

           Mortgage payable with an insurance
           company, bearing interest at a fixed
           rate of 7.15%, payable in monthly
           installments through January 5,  2013,
           secured by land, buildings and amenities.    1,756,662      1,845,116

           Mortgage payable with an insurance
           company, bearing interest at a fixed
           rate of 7.15%, payable in monthly
           installments through January 5, 2013,
           secured by land, buildings and amenities.    1,672,258      1,756,462
                                                     ------------   ------------
                                                     $  4,846,678   $  5,317,257
                                                     ============   ============

          Scheduled maturities of debt are as follows:


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

                               2001                          $   510,637
                               2002                              554,140
                               2003                              601,386
                               2004                              579,587
                               2005                              246,597
                            Thereafter                         2,354,331
                                                             -----------
                                                             $ 4,846,678
                                                             ===========

          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 $4,800,000.

                                       42


<PAGE>

6.        Rental Income Under Operating Lease
          -----------------------------------

          The  following  is a  schedule  of  minimum  future  rental  income on
          noncancellable operating leases as of December 31, 2000:


                   For the Years Ended December 31,             Amount
                   --------------------------------             ------
                               2001                          $ 1,065,071
                               2002                            1,016,452
                               2003                              968,283
                               2004                              694,339
                               2005                              116,706
                            Thereafter                            33,216
                                                             -----------
                                                             $ 3,894,067
                                                             ===========


7.        Related Party Transactions
          --------------------------

          Pursuant  to  an  agreement  with  the  Partnership,  NTS  Development
          Company,  an  affiliate  of the  General  Partner of the  Partnership,
          receives  property  management  fees on a monthly basis.  The fees are
          paid  in an  amount  equal  to 5%  of  the  gross  revenues  from  the
          residential  property and 6% of the gross revenues from the commercial
          properties.  Also permitted by an agreement,  NTS Development  Company
          receives a repair and  maintenance fee equal to 5.9% of costs incurred
          which relate to capital  improvements.  These  repair and  maintenance
          fees are capitalized as part of land, buildings and amenities.

          The Partnership was charged the following amounts from NTS Development
          Company for the years ended  December 31, 2000,  1999 and 1998.  These
          charges include items which have been expensed as operating expenses -
          affiliated or professional  and  administrative  expenses - affiliated
          and items  which  have been  capitalized  as other  assets or as land,
          buildings and amenities.


                                                  For the Twelve Months Ended
                                                          December 31,
                                                          ------------
                                                  2000        1999        1998
                                                  ----        ----        ----

           Property management fees            $ 137,432   $ 130,281   $ 130,044
                                               ---------   ---------   ---------
           Property management                   249,007     286,325     220,096
           Leasing                                69,283      88,011      86,970
           Administrative - operating             61,442      30,125      29,820
           Other                                   7,285      12,881      21,481
                                               ---------   ---------   ---------
            Total operating expenses
               - affiliated                      387,017     417,342     358,367
                                               ---------   ---------   ---------
           Professional and administrative
             expenses - affiliated                91,772     116,320     110,494
                                               ---------   ---------   ---------

           Repairs and maintenance fee            13,448      15,827      15,069
           Leasing commissions                    10,022      19,607       6,521
           Loan costs                               --          --         4,603
                                               ---------   ---------   ---------
           Total related party transactions
             capitalized                          23,470      35,434      26,193
                                               ---------   ---------   ---------
             Total related party transactions  $ 639,691   $ 699,377   $ 625,098
                                               =========   =========   =========

                                       43

<PAGE>


7.        Related Party Transactions - Continued
          --------------------------------------

          On February 7, 2000, ORIG, LLC (the "Affiliate")  purchased  Interests
          in  the  Partnership  pursuant  to an  Agreement,  Bill  of  Sale  and
          Assignment,  by and  among the  Affiliate  and four  investors  in the
          Partnership (the "Purchase  Agreement").  The Affiliate  purchased 565
          Interests in the Partnership for total  consideration of $136,629,  or
          an average  price of $241.82 per Interest.  The  Affiliate  paid these
          investors a premium above the purchase  price  previously  offered for
          Interests  pursuant  to prior  tender  offers  because  this  purchase
          allowed the  Affiliate to purchase a  substantial  number of Interests
          without  incurring  the  significant  expenses  involved with a tender
          offer and multiple transfers.

8.        Commitments and Contingencies
          -----------------------------

          The  Partnership,  as an owner of real  estate,  is subject to various
          environmental laws of federal, state and local governments. Compliance
          by the Partnership  with existing laws has not had a material  adverse
          effect  on  the  Partnership's   financial  condition  or  results  of
          operations.  However, the Partnership cannot predict the impact of new
          or  changed  laws  or  regulations  on its  current  properties  or on
          properties that it may acquire in the future.

          The  Partnership  does not believe there is any litigation  threatened
          against the Partnership other than routine  litigation  arising out of
          the  ordinary  course  of  business  some of which is  expected  to be
          covered by  insurance,  none of which is  expected  to have a material
          effect on the  balance  sheets and  statements  of  operations  of the
          Partnership.

9.        Segment Reporting
          -----------------

          The Partnership's  reportable  operating segments include  Residential
          and Commercial  real estate  operations.  The  Residential  operations
          represent the  Partnership's  ownership and operating results relative
          to an apartment  community  known as The Willows of Plainview Phase I.
          The Commercial  operations  represent the Partnership's  ownership and
          operating  results relative to suburban  commercial office space known
          as  Commonwealth  Business  Center Phase I and Plainview  Point Office
          Center Phases I and II.

          The financial information of the operating segments have been prepared
          using a management  approach,  which is consistent  with the basis and
          manner  in  which  the  Partnership's  management  internally  reports
          financial information for the purposes of assisting in making internal
          operating   decisions.    The   Partnership's   management   evaluates
          performance based on stand-alone operating segment net income.










                                       44


<PAGE>

9.        Segment Reporting - Continued
          -----------------------------

<TABLE>
                                                                              2000
                                                                              ----

                                                           Residential    Commercial       Total
                                                           -----------    ----------       -----
<CAPTION>
<S>                                               <C>           <C>           <C>
          Rental income                                     $1,185,725    $1,263,966    $2,449,691
          Other income                                           1,643         5,533         7,176
                                                            ----------    ----------    ----------
               Total revenues                               $1,187,368    $1,269,499    $2,456,867
                                                            ==========    ==========    ==========

          Operating expenses and operating expenses -
            affiliated                                      $  425,461    $  490,671    $  916,132
          Loss on disposal of assets                            36,067         7,153        43,220
          Interest expense                                     255,780       142,655       398,435
          Management fees                                       60,503        76,929       137,432
          Real estate taxes                                     59,211        53,316       112,527
          Depreciation expense                                 198,720       281,433       480,153
                                                            ----------    ----------    ----------
               Total expenses                                1,035,742     1,052,157     2,087,899
                                                            ----------    ----------    ----------
          Net income                                        $  151,626    $  217,342    $  368,968
                                                            ==========    ==========    ==========

          Land, buildings and amenities, net                $3,521,674    $3,353,903    $6,875,577
                                                            ==========    ==========    ==========

          Expenditures for land, buildings and amenities    $   24,900    $  111,088    $  135,988
                                                            ==========    ==========    ==========

          Segment liabilities                               $3,479,057    $1,466,546    $4,945,603
                                                            ==========    ==========    ==========

</TABLE>


<TABLE>
                                                                              1999
                                                                              ----

                                                            Residential    Commercial      Total
                                                            -----------    ----------      -----
<CAPTION>

<S>                                               <C>           <C>           <C>
          Rental income                                     $1,180,538    $1,118,309    $2,298,847
          Other income                                           2,035         6,134         8,169
                                                            ----------    ----------    ----------
               Total revenues                               $1,182,573    $1,124,443    $2,307,016
                                                            ==========    ==========    ==========

          Operating expenses and operating expenses -
            affiliated                                      $  405,128    $  548,451    $  953,579
          Loss on disposal of assets                            18,993        27,049        46,042
          Management fees                                       63,111        67,170       130,281
          Real estate taxes                                     60,728        52,107       112,835
          Depreciation and amortization                        192,105       252,188       444,293
                                                            ----------    ----------    ----------
               Total expenses                                  740,065       946,965     1,687,030
                                                            ----------    ----------    ----------
          Net income                                        $  442,508    $  177,478    $  619,986
                                                            ==========    ==========    ==========

          Land, buildings and amenities, net                $3,731,562    $3,531,401    $7,262,963
                                                            ==========    ==========    ==========

          Expenditures for land, buildings and amenities    $   95,600    $  228,083    $  323,683
                                                            ==========    ==========    ==========

          Segment liabilities                               $   53,855    $  145,141    $  198,996
                                                            ==========    ==========    ==========
</TABLE>



                                       45


<PAGE>

9.        Segment Reporting - Continued
          -----------------------------
<TABLE>

                                                                              1998
                                                                              ----

                                                         Residential   Commercial      Total
                                                         -----------   ----------      -----
<CAPTION>

<S>                                                      <C>           <C>           <C>
          Rental income                                  $1,065,776    $1,158,566    $2,224,342
          Other income                                        3,165         6,319         9,484
                                                         ----------    ----------    ----------
               Total revenues                            $1,068,941    $1,164,885    $2,233,826
                                                         ==========    ==========    ==========

          Operating expenses and operating expenses -
            affiliated                                   $  366,300    $  469,533    $  835,833
          Loss on disposal of assets                          8,952         1,814        10,766
          Management fees                                    57,712        72,332       130,044
          Real estate taxes                                  50,494        53,655       104,149
          Depreciation and amortization                     189,100       316,622       505,722
                                                         ----------    ----------    ----------
               Total expenses                               672,558       913,956     1,586,514
                                                         ----------    ----------    ----------
          Net income                                     $  396,383    $  250,929    $  647,312
                                                         ==========    ==========    ==========

</TABLE>


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

<TABLE>

                                                                   2000            1999            1998
<CAPTION>
                                                                   ----            ----            ----
          TOTAL REVENUES
          --------------
<S>                                                             <C>            <C>             <C>
          Total revenues for reportable segments                $ 2,456,867    $ 2,307,016     $ 2,233,826
          Other income for Partnership                               37,534         38,713         200,394
          Eliminations                                                9,508         (9,084)        (83,311)
                                                                ------------   ------------    ------------
             Total consolidated revenues                        $ 2,503,909    $ 2,336,645     $ 2,350,909
                                                                ===========    ===========     ===========

          INTEREST EXPENSE
          ----------------
          Interest expense for reportable segments              $   398,435    $      --       $      --
          Interest expense for Partnership                             --          428,042         472,446
                                                                ------------   ------------    ------------
             Total interest expense                             $   398,435    $   428,042     $   472,446
                                                                ===========    ===========     ===========

          REAL ESTATE TAXES
          -----------------
          Total real estate taxes for reportable segments       $   112,527    $   112,835     $   104,149
          Real estate taxes for Partnership                            --             --               267
                                                                ------------   ------------    ------------
             Total real estate taxes                            $   112,527    $   112,835     $   104,416
                                                                ===========    ===========     ===========



          DEPRECIATION AND AMORTIZATION
          -----------------------------
          Total depreciation and amortization for reportable
            segments                                            $   480,153    $   444,293     $   505,722
          Depreciation and amortization for Partnership               6,116          3,424             734
                                                                ------------   ------------    ------------
             Total depreciation and amortization                $   486,269    $   447,717     $   506,456
                                                                ===========    ===========     ===========

</TABLE>

                                       46


<PAGE>

9.        Segment Reporting - Continued
          -----------------------------
<TABLE>

                                                                    2000             1999            1998
                                                                    ----             ----            ----
<CAPTION>
          NET INCOME (LOSS)
          -----------------
<S>                                                             <C>             <C>             <C>
          Total net income for reportable segments              $   368,968     $   619,986     $   647,312
          Net income (loss) for Partnership                        (136,265)       (607,774)       (459,887)
          Eliminations                                                3,692         (14,903)        (89,129)
                                                                ------------    ------------    ------------
             Total net income (loss)                            $   236,395     $    (2,691)    $    98,296
                                                                ============    ============    ============
          LAND, BUILDINGS AND AMENITIES
          -----------------------------
          Total land, buildings and amenities for reportable
            segments                                            $ 6,875,577     $ 7,262,963
          Partnership level                                          32,038          38,153
                                                                ------------    ------------
             Total land, buildings and amenities                $ 6,907,615     $ 7,301,116
                                                                ============    ============
          TOTAL EXPENDITURES
          ------------------
          Total expenditures for land, buildings and
            amenities for reportable segments                   $   135,988     $   323,683
          Expenditures for land, buildings and amenities for
            Partnership                                                --            13,716
                                                                ------------    ------------
          Total expenditures for land, buildings and
               amenities                                        $   135,988     $   337,399
                                                                ============    ============
          LIABILITIES
          Total liabilities for reportable segments             $ 4,945,603     $   198,996
          Liabilities for Partnership                                (5,288)      5,363,269
                                                                ------------    ------------
             Total liabilities                                  $ 4,940,315     $ 5,562,265
                                                                ============    ============
</TABLE>

10.       Selected Quarterly Financial Data (Unaudited)
          ---------------------------------------------
<TABLE>

                                                            For the Quarters Ended
                                                            ----------------------
                2000                             March 31        June 30   September 30  December 31
                ----                             --------        -------   ------------  -----------
<CAPTION>

<S>                                              <C>           <C>          <C>          <C>
           Total revenues                        $ 841,926     $ 831,377    $ 863,095    $ 832,449
           Total expenses                          843,167       765,323      762,474      761,488
           Net income (loss)                        (1,241)       66,054      100,621       70,961
           Net income (loss) allocated to the
             limited partners                       (1,229)       65,393       99,615       70,252
           Net income (loss) per limited
             partnership Unit                        (0.05)         2.70         4.11         2.91

</TABLE>
<TABLE>

                                                                   For the Quarters Ended
                                                                   ----------------------
                1999                             March 31       June 30   September 30   December 31
                ----                             --------       -------   ------------   -----------
<CAPTION>

<S>                                              <C>           <C>          <C>           <C>
           Total revenues                        $ 854,518     $ 860,279    $ 814,296     $ 788,626
           Total expenses                          870,177       858,259      824,093       767,881
           Net income (loss)                       (15,659)        2,020       (9,797)       20,745
           Net income (loss) allocated to the
             limited partners                      (15,502)        2,000       (9,699)       20,537
           Net income (loss) per limited
             partnership Unit                        (0.62)         0.08        (0.39)         0.82

</TABLE>

                                       47


<PAGE>

10.       Selected Quarterly Financial Data (Unaudited) - Continued
          ---------------------------------------------------------

          The  information  presented in the table above is based on  previously
          filed  10-Q  and  10-K   reports   which  were   prepared   using  the
          proportionate  consolidation  method. See Note 1B of the Partnership's
          consolidated  financial  statements for further information  regarding
          the Partnership's  change from the proportionate  consolidation method
          to the equity method.









































                                       48


<PAGE>

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

To NTS-Properties IV, Ltd.:

We have audited the accompanying  combined balance sheets of NTS-Properties  IV,
Ltd. Combined Joint Ventures (the "Combined Joint Ventures" as defined in Note 1
to these  combined  financial  statements) as of December 31, 2000 and 1999, and
the related combined  statements of operations,  partners' equity and cash flows
for each of the  three  years in the  period  ended  December  31,  2000.  These
financial  statements are the  responsibility  of the Combined  Joint  Ventures'
management.   Our  responsibility  is to express  an  opinion on these  combined
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 combined  financial  statements  referred to above  present
fairly, in all material  respects,  the financial position of the Combined Joint
Ventures as of December 31, 2000 and 1999,  and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 2000, in conformity with  accounting  principles  generally  accepted in the
United States.

                                                   ARTHUR ANDERSEN LLP

Louisville, Kentucky
March 9, 2001



















                                       49


<PAGE>
<TABLE>

                             NTS-PROPERTIES IV, LTD.
                             -----------------------

                             COMBINED JOINT VENTURES
                             -----------------------

                                 BALANCE SHEETS
                                 --------------

                        AS OF DECEMBER 31, 2000 AND 1999
                        --------------------------------

<CAPTION>

                                                       2000               1999
                                                       ----               ----

ASSETS
------
<S>                                                <C>                <C>
Cash and equivalents                               $   330,716        $ 1,930,835
Cash and equivalents  - restricted                     132,158            188,908
Accounts receivable                                    199,447            166,979
Land, buildings and amenities, net                  35,289,634         33,603,232
Other assets                                         1,020,530            796,338
                                                   -----------        -----------
     TOTAL ASSETS                                  $36,972,485        $36,686,292
                                                   ===========        ===========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages payable                                  $17,133,857        $17,264,630
Accounts payable                                     1,136,086            938,396
Security deposits                                      366,656            288,820
Other liabilities                                      329,629            227,515
                                                   -----------        -----------
     TOTAL LIABILITIES                             $18,966,228        $18,719,361
                                                   ===========        ===========

COMMITMENTS AND CONTINGENCIES (Note 8)

PARTNERS' EQUITY                                    18,006,257         17,966,931
                                                   -----------        -----------
     TOTAL LIABILITIES AND PARTNERS' EQUITY        $36,972,485        $36,686,292
                                                   ===========        ===========

</TABLE>


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





                                       50


<PAGE>
<TABLE>

                             NTS-PROPERTIES IV, LTD.
                             -----------------------

                             COMBINED JOINT VENTURES
                             -----------------------

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

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------
<CAPTION>


                                                             2000           1999           1998
                                                             ----           ----           ----
REVENUES
--------
<S>                                                      <C>            <C>            <C>
Rental income                                            $ 8,833,624    $ 8,762,950    $10,018,809
Gain on sale of assets                                          --           94,347      4,464,689
Interest and other income                                    367,453         82,568         32,236
                                                         -----------    -----------    -----------
     TOTAL REVENUES                                        9,201,077      8,939,865    $14,515,734
                                                         -----------    -----------    -----------
EXPENSES
--------
Operating expenses                                         2,136,357      1,958,679      2,139,730
Operating expenses - affiliated                              953,257      1,026,600        976,790
Loss on disposal of assets                                   279,835        177,950         35,022
Interest expense                                           1,261,036      1,451,607      1,894,261
Management fees                                              503,273        493,604        563,648
Real estate taxes                                            772,321        811,197        839,151
Professional and administrative expenses - affiliated        550,000        410,000        570,000
Depreciation and amortization                              1,752,102      1,652,942      1,881,278
                                                         -----------    -----------    -----------
    TOTAL EXPENSES                                         8,208,181      7,982,579      8,899,880
                                                         -----------    -----------    -----------
Income before extraordinary item                             992,896        957,286      5,615,854
Extraordinary item - early extinguishment of debt               --             --          862,612
                                                         -----------    -----------    -----------
Net income                                               $   992,896    $   957,286    $ 4,753,242
                                                         ===========    ===========    ===========

</TABLE>


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

















                                       51



<PAGE>
<TABLE>

                             NTS-PROPERTIES IV, LTD.
                             -----------------------

                             COMBINED JOINT VENTURES
                             -----------------------

                        STATEMENTS OF PARTNERS' EQUITY(1)
                        ---------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

<CAPTION>

                                                                    PARTNERS'
                                                                     EQUITY
                                                                     ------

PARTNERS' EQUITY
----------------
<S>                                                          <C>
Balance at December 31, 1997                                 $     14,858,976

   Net income                                                       4,753,242

   Distributions declared                                          (4,232,760)

   Capital contributions                                              583,168
                                                             -----------------
Balance at December 31, 1998                                       15,962,626

   Net income                                                         957,286

   Distributions declared                                          (1,701,581)

   Capital contributions                                            2,748,600
                                                             -----------------
Balance at December 31, 1999                                       17,966,931

   Net income                                                         992,896

   Distributions declared                                          (1,937,713)

   Capital contributions                                              984,143
                                                             -----------------
Balance at December 31, 2000                                 $     18,006,257
                                                             =================

</TABLE>


(1)  For the periods  presented,  there are no  elements of other  comprehensive
     income as defined by the Financial Accounting Standards Board, Statement of
     Financial Accounting Standards Statement No. 130, "Reporting  Comprehensive
     Income."

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












                                       52


<PAGE>
<TABLE>

                             NTS-PROPERTIES IV, LTD.
                             -----------------------

                             COMBINED JOINT VENTURES
                             -----------------------

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

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

<CAPTION>

                                                                  2000            1999             1998
                                                                  ----            ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                         <C>              <C>              <C>
Net income (loss)                                           $    992,896     $    957,286     $  4,753,242
Adjustments to reconcile net income (loss)  to net
  cash provided by operating activities:
Gain on sale of assets                                              --            (94,347)      (4,464,689)
Extraordinary item - early extinguishment of debt                   --               --            862,612
Loss on disposal of assets                                       279,835          177,950           35,022
Depreciation and amortization                                  1,792,204        1,682,627        1,881,278
Changes in assets and liabilities:
  Cash and equivalents - restricted                               56,750           20,966         (113,887)
  Accounts receivable                                            (32,468)          64,716          120,410
  Other assets                                                  (191,813)          40,897          104,859
  Accounts payable                                               197,690          (45,191)          26,201
  Security deposits                                               77,836           20,395           12,093
  Other liabilities                                              102,114           66,856          (63,012)
                                                            -------------    -------------    -------------
     Net cash provided by operating activities                 3,275,044        2,892,155        3,154,129
                                                            -------------    -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Proceeds from the sale of assets                                    --            467,243        8,377,441
Additions to land, buildings and amenities                    (3,695,680)      (1,437,563)        (599,144)
                                                            -------------    -------------    -------------
     Net cash (used in) provided by investing activities      (3,695,680)        (970,320)       7,778,297
                                                            -------------    -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Increase in mortgages  payable                                 1,300,327             --               --
Principal payments on mortgages payable                       (1,431,100)      (1,320,245)      (6,576,409)
Mortgage pre-payment penalty                                        --               --           (763,993)
Additions to loan costs                                          (95,140)            --               --
Cash distributions                                            (1,937,713)      (1,701,581)      (4,232,760)
Capital contributions                                            984,143        2,748,600          583,168
                                                            -------------    -------------    -------------
     Net cash used in financing activities                    (1,179,483)        (273,226)     (10,989,994)
                                                            -------------    -------------    -------------
     Net (decrease) increase in cash and equivalents        $ (1,600,119)    $  1,648,609     $    (57,568)

CASH AND EQUIVALENTS, beginning of year                        1,930,835          282,226          339,794
                                                            -------------    -------------    -------------
CASH AND EQUIVALENTS, end of year                           $    330,716     $  1,930,835     $    282,226
                                                            =============    =============    =============
Interest paid on a cash basis                               $  2,207,871     $  2,089,360     $  1,876,703
                                                            =============    =============    =============
</TABLE>

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



                                       53


<PAGE>

                             NTS-PROPERTIES IV, LTD.
                             -----------------------

                             COMBINED JOINT VENTURES
                             -----------------------

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

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

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

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

               The "Combined  Joint Ventures"  consists of NTS/Willows  Phase II
               Joint  Venture,  NTS Sabal Golf Villas Joint  Venture,  Plainview
               Point III  Joint  Venture,  Blankenbaker  Business  Center  Joint
               Venture and  Lakeshore/University  II Joint Venture  described as
               follows:

               *    A 9.70% joint  venture  interest in The Willows of Plainview
                    Phase  II,  a  144-unit   luxury   apartment   community  in
                    Louisville, Kentucky.

               *    A 3.97% joint venture interest in Golf Brook  Apartments,  a
                    195-unit luxury apartment community in Orlando, Florida.

               *    A 4.96% joint venture interest in Plainview Point III Office
                    Center,  an office  center  with  approximately  62,000  net
                    rentable square feet in Louisville, Kentucky.

               *    A 29.61% 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.

               *    A 10.92% 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.

                    -    Lakeshore Business Center Phase III - a business center
                         -----------------------------------
                         with approximately  39,000 net rentable feet located in
                         Fort Lauderdale, Florida.

          B)   Combination Policy
               ------------------

               The Combined Joint  Ventures'  financial  statements  include the
               accounts   of  all   joint   ventures   considered   significant.
               Intercompany transactions and balances have been eliminated.


                                       54


<PAGE>

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

               For  each of the  joint  ventures,  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 for any period shall mean the excess,  if any of (A) the sum
               of ( i ) the gross  receipts of the joint venture  properties for
               such  period,  other than capital  contributions  plus ( ii ) any
               funds  released  by  the  Partners  for  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  properties 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
               properties  and ( iv ) reserves for  contingent  liabilities  and
               future expenses of the joint venture properties 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 contribution of a Partner bears
               to the aggregate capital contributions of all the Partners.

               Net income or loss is  allocated  between  the  Partners  in each
               joint  venture   pursuant  to  each   respective   joint  venture
               agreement.

          D)   Cash and Equivalents - Restricted
               ---------------------------------

               Cash and equivalents - restricted  represents  funds received for
               residential  security deposits and funds which have been escrowed
               with  mortgage  companies  for  property  taxes and  insurance in
               accordance with the loan agreements with said mortgage companies.

          E)   Basis of Property and Depreciation
               ----------------------------------

               Land,  buildings and amenities are stated at historical cost less
               accumulated  depreciation to the joint  ventures.  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, 3-30 years for
               buildings  and  improvements,  3-30 years for  amenities  and the
               applicable lease term for tenant improvements.

               Statement of  Financial  Accounting  Standards  ("SFAS") No. 121,
               Accounting  for  the  Impairment  of  Long-Lived  Assets  and for
               Long-Lived  Assets to be Disposed Of, specifies  circumstances in
               which certain  long-lived assets must be reviewed for impairment.
               If such review  indicates  that the  carrying  amount of an asset
               exceeds the sum of its  expected  future cash flows,  the asset's
               carrying  value  must  be  written  down to  fair  market  value.
               Application of this standard by management during the years ended
               December 31, 2000,  1999 and 1998 did not result in an impairment
               loss.




                                       55


<PAGE>

          F)   Revenue Recognition - Rental Income and Capitalized Leasing Costs
               -----------------------------------------------------------------

               The joint ventures generally recognize revenue in accordance with
               each tenant's  respective lease  agreement.  Certain of the joint
               venture'   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 totaled  $75,132 and $65,941
               at December 31, 2000 and 1999, 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.

          G)   Advertising
               -----------

               The  joint  ventures  expense   advertising  costs  as  incurred.
               Advertising  expense was immaterial to the joint ventures  during
               the years ended December 31, 2000, 1999 and 1998.

          H)   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.

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

               The combined joint ventures own and operate commercial properties
               in   Louisville,    Kentucky   and   Ft.   Lauderdale,   Florida.
               Substantially  all of the  tenant's 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 combined joint
               ventures also own and operate two residential properties,  one in
               Louisville, Kentucky and one in Orlando, Florida.

3.        Land, Buildings and Amenities
          -----------------------------

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


                                                          2000         1999
                                                          ----         ----

           Land and improvements                      $16,582,694   $15,009,004
           Buildings, improvements and amenities       47,083,933    45,569,072
                                                      -----------   -----------
             Total land, buildings and amenities       63,666,627    60,578,076

           Less accumulated depreciation               28,376,993    26,974,844
                                                      -----------   -----------
             Land, buildings and amenities, net       $35,289,634   $33,603,232
                                                      ===========   ===========








                                       56


<PAGE>

4.        Mortgages Payable
          -----------------

          Mortgages payable as of December 31 consist of the following:


                                                          2000          1999
                                                          ----          ----
          Mortgage payable with an insurance
          company,bearing interest at a fixed
          rate of 8.125%, due in monthly
          installments through August 1, 2008,
          secured by land and a building.              $ 4,483,083  $ 4,888,353

          Mortgage payable with an insurance
          company, bearing interest at a fixed
          rate of 8.125%, due in monthly
          installments through August 1, 2008,
          secured by land ,buildings and amenities.      4,166,849    4,543,531

          Mortgage payable with an insurance
          company, bearing interest at a fixed
          rate of 8.5%, due in monthly
          installments through November 15, 2005,
          secured by land, buildings and amenities.      2,697,393    3,121,473

          Mortgage payable to a bank, bearing
          interest at a variable rate based on
          LIBOR daily rate plus 2.3%,
          which was 9.121% at December 31, 2000,
          due September 8, 2003, secured by land
          and a building.                               1,300,327          --

          Mortgage payable with an insurance
          company, bearing interest at a fixed
          rate of 7.2%, due in monthly
          installments through January 5, 2013,
          secured by land, buildings and amenities.      2,808,716    2,949,626

          Mortgage payable with an insurance
          company, bearing interest at a fixed
          rate of 7.2%, due in monthly
          installments through January 5, 2013,
          secured by land, buildings and amenities.      1,677,489    1,761,647
                                                       -----------  -----------
                                                       $17,133,857  $17,264,630
                                                       ===========  ===========

          Scheduled maturities of debt are as follows:


               For the Years Ended December 31,                Amount
               --------------------------------                ------
                          2001                              $ 1,551,289
                          2002                                1,711,301
                          2003                                1,855,290
                          2004                                2,008,485
                          2005                                2,118,496
                       Thereafter                             7,888,996
                                                            -----------
                                                            $17,133,857
                                                            ===========

          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 $17,125,000.




                                       57


<PAGE>

5.        Rental Income Under Operating Leases
          ------------------------------------

          The  following  is a  schedule  of  minimum  future  rental  income on
          noncancellable operating leases as of December 31, 2000:


              For the Years Ended December 31,                Amount
              --------------------------------                ------
                         2001                               $ 3,462,011
                         2002                                 2,487,947
                         2003                                 1,844,661
                         2004                                 1,401,322
                         2005                                   674,888
                      Thereafter                                 36,757
                                                            -----------
                                                            $ 9,907,586
                                                            ===========

6.        Related Party Transactions
          --------------------------

          Pursuant to an agreement with the partnerships  which formed the joint
          ventures, NTS Development Company, an affiliate of the General Partner
          of the partnerships,  receives  property  management fees on a monthly
          basis.  The  fee  is  equal  to 5% of  the  gross  revenues  from  the
          residential  property and 6% of the gross revenues from the commercial
          properties.  Under a similar agreement,  NTS Development  Company will
          receive a repair and  maintenance  fee equal to 5.9% of costs incurred
          which relate to capital  improvements.  These  repair and  maintenance
          fees are capitalized as a part of land, buildings and amenities.

          The combined  joint  ventures were charged the following  amounts from
          NTS  Development  Company for the years ended December 31, 2000,  1999
          and 1998.  These  charges  include  items which have been  expensed as
          operating  expenses - affiliated or  professional  and  administrative
          expenses  -  affiliated  and  items  which  have been  capitalized  as
          deferred leasing  commissions,  other assets or as land, buildings and
          amenities.


                                                   For the Years Ended
                                                       December 31,
                                                       ------------
                                                2000         1999         1998
                                                ----         ----         ----

          Property management fees          $  503,273   $  493,604   $  563,648
                                            ----------   ----------   ----------
          Property management                  577,929      557,139      682,166
          Leasing                              199,458      260,283      188,363
          Administrative - operating           169,549      204,708       79,231
          Other                                  6,321        4,470       27,030
                                            ----------   ----------   ----------
               Total operating expenses
                - affiliated                   953,257    1,026,600      976,790
                                            ----------   ----------   ----------
          Professional and administrative
                expenses - affiliated          550,000      410,000      570,000
                                            ----------   ----------   ----------
          Repairs and maintenance fee          197,753       62,752       23,424
          Leasing commissions                  118,238      106,132       78,040
          Other                                    38         --           4,898
                                            ----------   ----------   ----------
               Total related party
                transactions capitalized       316,029      168,884      106,362
                                            ----------   ----------   ----------
          Total related party transactions  $2,322,559   $2,099,088   $2,216,800
                                            ==========   ==========   ==========

                                       58

<PAGE>

7.        Sale of Asset
          -------------

          On October 6, 1998  pursuant to a contract  executed on  September  8,
          1998,  the L/U II Joint Venture sold the  University  Business  Center
          Phase II  office  building  to  Silver  City  Properties,  Ltd.  ("the
          Purchaser")  for  $8,975,000.  Portions of the proceeds from this sale
          were  immediately  used to pay the remainder of the outstanding  debt,
          recorded on the joint venture's books of approximately  $5,933,000, on
          University   Business   Center  Phase  II   (including   interest  and
          pre-payment  penalty).  L/U II  Joint  Venture  reflected  a  gain  of
          approximately  $4,465,000 associated with this sale for the year ended
          December 31, 1998.

          On July 23, 1999, the  Lakeshore/University II Joint Venture (the "L/U
          II Joint Venture") closed on the sale of 2.4 acres of land adjacent to
          the Lakeshore  Business  Center for a purchase price of $528,405.  The
          L/U  II  Joint  Venture  reflects  a  gain  of  approximately  $94,000
          associated  with this sale for the year ended  December 31, 1999.  The
          net  proceeds   from  the  land  sale  were  used  to  help  fund  the
          construction of Lakeshore Buinsess Center Phase III.

8.        Commitments and Contingencies
          -----------------------------

          The combined joint ventures,  as owners of real estate, are subject to
          various  environmental  laws of federal,  state and local governments.
          Compliance by the combined  joint  ventures with existing laws has not
          had  a  material  adverse  effect  on  the  combined  joint  ventures'
          financial condition and results of operations.  However,  the combined
          joint  ventures  cannot  predict the impact of new or changed  laws or
          regulations on the currently  owned  properties or on properties  that
          may be acquired in the future.

          The combined  joint  ventures do not believe  there is any  litigation
          threatened  against the joint ventures  other than routine  litigation
          arising  out of the  ordinary  course  of  business  some of  which is
          expected to be covered by insurance, none of which is expected to have
          a material  effect on the balance  sheets and statements of operations
          of the combined joint ventures.

          As of December 31, 2000, the L/U II Joint Venture has a commitment for
          approximately $122,000 for tenant improvements on 6,190 square feet at
          Lakeshore  Business  Center Phase III. This  commitment will be funded
          from  debt   financing.   The  L/U  II  Joint   Venture  has  incurred
          approximately $77,000 of this cost as of December 31, 2000.

          The L/U II Joint  Venture  anticipates  replacing the roofs in 2001 at
          Lakeshore  Business  Center  Phase  I  for  a  cost  of  approximately
          $400,000.











                                       59


<PAGE>

9.        Segment Reporting
          -----------------

          The financial information of the operating segments have been prepared
          using a management  approach,  which is consistent  with the basis and
          manner in which the combined  joint  ventures'  management  internally
          reports financial  information for the purposes of assisting in making
          internal operating decisions.  Management evaluates  performance based
          on stand-alone operating segment net income.

<TABLE>

                                                                              2000
                                                                              ----

                                                             Residential    Commercial       Total
                                                             -----------    ----------       -----
<CAPTION>
<S>                                                         <C>           <C>            <C>
          Rental income                                     $  4,279,702  $  4,553,922   $  8,833,624
          Other income                                           310,145        57,308        367,453
                                                            ------------  ------------   ------------
             Total revenues                                 $  4,589,847  $  4,611,230   $  9,201,077
                                                            ============  ============   ============

          Operating expenses and operating expenses -
            affiliated                                      $  1,633,081  $  1,456,533   $  3,089,614
          Loss on disposal of assets                             119,406       160,429        279,835
          Interest expense                                       332,422       928,614      1,261,036
          Management fees                                        229,668       273,605        503,273
          Real estate taxes                                      348,429       423,892        772,321
          Professional and administrative - affiliated           110,000       440,000        550,000
          Depreciation and amortization                          704,555     1,047,547      1,752,102
                                                            ------------  ------------   ------------
             Total expenses                                    3,477,561     4,730,620      8,208,181
                                                            ------------  ------------   ------------
          Net income (loss)                                 $  1,112,286  $   (119,390)  $    992,896
                                                            ============  ============   ============
          Land, buildings and amenities, net                $ 13,229,528  $ 22,060,106   $ 35,289,634
                                                            ============  ============   ============
          Expenditures for land, buildings and amenities    $    252,272  $  3,443,408   $  3,695,680
                                                            ============  ============   ============
          Segment liabilities                               $  4,941,810  $ 14,024,418   $ 18,966,228
                                                            ============  ============   ============

</TABLE>


















                                       60


<PAGE>

9.        Segment Reporting - Continued
          -----------------------------
<TABLE>

                                                                            1999
                                                                            ----

                                                           Residential    Commercial      Total
                                                           -----------    ----------      -----
<CAPTION>

<S>                                                        <C>           <C>           <C>
          Rental income                                    $ 4,314,848   $ 4,448,102   $ 8,762,950
          Other income                                           6,850        75,718        82,568
          Gain on sale of assets                                  --          94,347        94,347
                                                           -----------   -----------   -----------
               Total revenues                              $ 4,321,698   $ 4,618,167   $ 8,939,865
                                                           ===========   ===========   ===========

          Operating expenses and operating expenses -
            affiliated                                     $ 1,508,367   $ 1,476,912   $ 2,985,279
          Loss on disposal of assets                           159,656        18,294       177,950
          Interest expense                                     348,106     1,103,501     1,451,607
          Management fees                                      222,093       271,511       493,604
          Real estate taxes                                    353,908       457,289       811,197
          Professional and administrative - affiliated         150,000       260,000       410,000
          Depreciation and amortization                        675,239       977,703     1,652,942
                                                           -----------   -----------   -----------
               Total expenses                                3,417,369     4,565,210     7,982,579
                                                           -----------   -----------   -----------
          Net income                                       $   904,329   $    52,957   $   957,286
                                                           ===========   ===========   ===========
          Land, buildings and amenities, net               $13,801,218   $19,802,014   $33,603,232
                                                           ===========   ===========   ===========
          Expenditures for land, buildings and amenities   $   505,709   $   931,854   $ 1,437,563
                                                           ===========   ===========   ===========
          Segment liabilities                              $ 5,157,401   $13,561,960   $18,719,361
                                                           ===========   ===========   ===========

</TABLE>

<TABLE>



                                                                          1998
                                                                          ----

                                                           Residential    Commercial       Total
                                                           -----------    ----------       -----
<CAPTION>

<S>                                                        <C>           <C>           <C>
          Rental income                                    $ 4,370,432   $ 5,648,377   $10,018,809
          Other income                                           5,697        26,539        32,236
          Gain on sale of assets                                  --       4,464,689     4,464,689
                                                           -----------   -----------   -----------
               Total revenues                              $ 4,376,129   $10,139,605   $14,515,734
                                                           ===========   ===========   ===========

          Operating expenses and operating expenses -
            affiliated                                     $ 1,598,089   $ 1,518,431   $ 3,116,520
          Loss on disposal of assets                            34,390           632        35,022
          Interest expense                                     367,619     1,526,642     1,894,261
          Management fees                                      219,239       344,409       563,648
          Real estate taxes                                    338,472       500,679       839,151
          Professional and administrative - affiliated          90,000       480,000       570,000
          Depreciation and amortization                        654,378     1,226,900     1,881,278
                                                           -----------   -----------   -----------
               Total expenses                                3,302,187     5,597,693     8,899,880
                                                           -----------   -----------   -----------
          Net income before extraordinary item             $ 1,073,942   $ 4,541,912   $ 5,615,854
          Extraordinary item                                      --         862,612       862,612
                                                           -----------   -----------   -----------
          Net income                                       $ 1,073,942   $ 3,679,300   $ 4,753,242
                                                           ===========   ===========   ===========

</TABLE>

                                       61

<PAGE>

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

None.









                                       62

<PAGE>

                                    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  59)  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 Sub-Partnership IV
----------------------

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

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

Alliance Reality 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, Brian F.
Lavin, and Gregory A. Wells.

Brian F. Lavin
--------------

Mr. Lavin (age 47),  President of NTS Corporation  and NTS Development  Company,
joined the Manager in June 1997. From November 1994 through June 1997, Mr. Lavin
served as President of the Residential Division of Paragon Group, Inc., and as a
Vice  President of Paragon's  Midwest  Division  prior to November 1994. In this
capacity,  he  directed  the  development,  marketing,  leasing  and  management
operations for the firms expanding portfolios. Mr. Lavin attended the University
of Missouri where he received his Bachelor's Degree in Business  Administration.
He has served as a Director of the  Louisville  Apartment  Association.  He is a
licensed Kentucky Real Estate Broker and Certified  Property Manager.  Mr. Lavin
is a member of


                                       63

<PAGE>

Brian F. Lavin - Continued
--------------------------

the Institute of Real Estate  Management,  and council  member of the Urban Land
Institute.  He  currently  serves  on the  University  of  Louisville  Board  of
Overseers and is on the Board of Directors of the National Multi-Housing Council
and the Louisville Science Center.

Gregory A. Wells
----------------

Mr. Wells (age 42),  Senior Vice  President and Chief  Financial  Officer of NTS
Corporation and NTS Development Company,  joined the Manager in July, 1999. From
May 1998 through  July 1999,  Mr.  Wells  served as Chief  Financial  Officer of
Hokanson Companies, Inc. and as Secretary and Treasurer of Hokanson Construction
Inc.,  Indianapolis,  Indiana  from  January  1995  through  May 1998.  In these
capacities,  he directed  financial and  operational  activities  for commercial
rental real estate,  managed property,  building and suite  renovations,  out of
ground  commercial  and  residential   construction  and  third  party  property
management.  Mr. Wells  previously  served as Vice  President of Operations  and
Treasurer  of Executive  Telecom  Systems,  Inc. a  subsidiary  of the Bureau of
National  Affairs,  Inc.  (Washington,  D.C.).  Mr. Wells attended  George Mason
University,  where he received a Bachelor's  Degree in Business  Administration.
Mr. Wells is a Certified  Public  Accountant in both Virginia and Indiana and is
active in various  charitable and philanthropic  endeavors in the Louisville and
Indianapolis areas.

Item 11.    Management Remuneration and Transactions
            ----------------------------------------

The officers  and/or  directors of the  corporate  General  Partner  received no
direct  remuneration  in such  capacities.  The Partnership is required to pay a
property  management fee based on gross revenues 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.  Also, NTS  Development  Company  provides  certain other
services to the Partnership. See Note 7 to the consolidated financial statements
which sets forth  transactions  with  affiliates to the General  Partner for the
years ended December 31, 2000, 1999 and 1998.

The General Partner is entitled to receive cash distributions and allocations of
profits  and  losses  from  the  Partnership.  See  Note 1D to the  consolidated
financial  statements  which  describes  the methods  used to  determine  income
allocations and cash distributions.

Item 12.    Security Ownership of Certain Beneficial Owners and Management
            --------------------------------------------------------------

The following  provides  details  regarding  owners of more than 5% of the total
outstanding limited partnership Units as of February 28, 2001.

         ORIG, LLC                                  6,459 Units (26.79%)
         10172 Linn Station Rd.
         Louisville, Kentucky 40223




                                       64


<PAGE>

Item 12.    Security  Ownership  of Certain  Beneficial  Owners and Management -
            --------------------------------------------------------------------
            Continued
            ---------

ORIG, LLC is a Kentucky limited liability  company,  the members of which are J.
D. Nichols  (1%),  Barbara M. Nichols  (J.D.  Nichols'  wife) (74%) and Brian F.
Lavin (25%).  J.D.  Nichols and Brian F. Lavin are the  Chairman and  President,
respectively,  of NTS Capital  Corporation,  a general partner of NTS Properties
Associates V, the General Partner of the Partnership.

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 Sub-Partnership IV                      30.00%
         10172 Linn Station Road
         Louisville, Kentucky 40223

         NTS Capital Corporation                     00.30%
         10172 Linn Station Road
         Louisville, Kentucky 40223

         Alliance Realty Corporation                 00.01%
         500 North Broadway
         St. Louis, Missouri 63102

Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires that
certain  persons,  including  persons  who own  more  than  ten  percent  of the
Partnership's  limited  partnership   interests,   file  initial  statements  of
beneficial ownership (Form 3), and statements of changes in beneficial ownership
(Forms 4 or 5), with the U.S.  Securities and Exchange  Commission  (the "SEC").
The SEC requires that these persons furnish the  Partnership  with copies of all
forms filed with the SEC.

To the Partnership's knowledge, based solely on its review of the copies for the
forms received by it, or written  representations from certain reporting persons
that no  additional  forms were  required  for those  persons,  the  Partnership
believes  that ORIG,  LLC was late in filing one Form 4 relating to one purchase
of the Partnership's  limited partnership  interests in connection with a tender
offer made during 2000.











                                       65


<PAGE>

Item 13.   Certain Relationships and Related Transactions
           ----------------------------------------------

Pursuant to an agreement  with the  Partnership,  NTS  Development  Company,  an
affiliate  of  the  General  Partner  of  the  Partnership,   receives  property
management  fees on a monthly basis.  The fees are paid in an amount equal to 5%
of the gross revenues from the residential property and 6% of the gross revenues
from the commercial properties.  Also permitted by an agreement, NTS Development
Company  receives a repair and  maintenance  fee equal to 5.9% of costs incurred
which  relate to capital  improvements.  These repair and  maintenance  fees are
capitalized as part of land, buildings and amenities.

The Partnership was charged the following  amounts from NTS Development  Company
for the years ended  December 31, 2000,  1999 and 1998.  These  charges  include
items  which  have  been   expensed  as  operating   expenses  -  affiliated  or
professional and administrative  expenses - affiliated and items which have been
capitalized as other assets or as land, buildings and amenities.

<TABLE>

                                                              For the Year Ended
                                                                  December 31,
                                                                  ------------

                                                           2000       1999       1998
                                                           ----       ----       ----
<CAPTION>

<S>                                                      <C>        <C>        <C>
 Property management fees                                $137,432   $130,281   $130,044
                                                         --------   --------   --------
 Property management                                      249,007    286,325    220,096
 Leasing                                                   69,283     88,011     86,970
 Administrative - operating                                61,442     30,125     29,820
 Other                                                      7,285     12,881     21,481
                                                         --------   --------   --------
      Total operating expenses - affiliated               387,017    417,342    358,367
                                                         --------   --------   --------
 Professional and administrative expenses - affiliated     91,772    116,320    110,494
                                                         --------   --------   --------

 Repairs and maintenance fee                               13,448     15,827     15,069
 Leasing commissions                                       10,022     19,607      6,521
 Loan costs                                                  --         --        4,603
                                                         --------   --------   --------
 Total related party transactions capitalized              23,470     35,434     26,193
                                                         --------   --------   --------
     Total related party transactions                    $639,691   $699,377   $625,098
                                                         ========   ========   ========
</TABLE>


On February 7, 2000,  ORIG,  LLC (the  "Affiliate")  purchased  Interests in the
Partnership pursuant to an Agreement,  Bill of Sale and Assignment, by and among
the Affiliate and four investors in the Partnership (the "Purchase  Agreement").
The Affiliate purchased 565 Interests in the Partnership for total consideration
of $136,629,  or an average  price of $241.82 per Interest.  The Affiliate  paid
these  investors  a premium  above the  purchase  price  previously  offered for
Interests  pursuant to prior tender  offers  because this  purchase  allowed the
Affiliate to purchase a substantial  number of Interests  without  incurring the
significant expenses involved with a tender offer and multiple transfers.

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





                                       66


<PAGE>

                                     PART IV
                                     -------

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

1.        Consolidated Financial Statements
          ---------------------------------

          The consolidated financial statements for the years ended December 31,
          2000,  1999 and 1998 along with the report from Arthur  Andersen,  LLP
          dated  March  9,  2001,  appear  in Part  II,  Item 8.  The  following
          schedules  should  be  read in  conjunction  with  those  consolidated
          financial statements.

2.        Consolidated Financial Statement Schedules
          ------------------------------------------

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

          III-Real Estate and Accumulated Depreciation

          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

          *    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
          -------------------

          No  reports  on Form 8-K were  filed  during  the three  months  ended
          December 31, 2000.









                                       67


<PAGE>
<TABLE>


                                NTS-PROPERTIES IV
                                -----------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 2000
                             -----------------------


<CAPTION>

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

Initial cost to partnership:
     Land                                     $   928,867       $   356,048       $ 1,798,292       $ 3,083,207
     Buildings and improvements                 1,419,653         2,214,001         5,447,513         9,081,167

Cost capitalized subsequent to
  acquisition:
     Improvements (net of  retirements)         1,784,225         1,066,739           271,039         3,122,003

Gross amount at which carried
  December 31, 2000: (C)
     Land                                     $   949,932       $   455,804       $ 1,841,525       $ 3,247,261
     Buildings and improvements                 3,182,813         3,180,984         5,675,319        12,039,116
                                              -----------       -----------       -----------       -----------
     Total (E)                                $ 4,132,745       $ 3,636,788       $ 7,516,844       $15,286,377
                                              ===========       ===========       ===========       ===========

Accumulated depreciation                      $ 2,638,604       $ 1,763,827       $ 3,995,170       $ 8,397,601
                                              ===========       ===========       ===========       ===========

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

Date acquired                                      N/A             04/84               N/A

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

</TABLE>


(A)  First mortgage held by an insurance company.
(B)  First mortgage held by two insurance companies.
(C)  Aggregate cost of real estate for tax purposes is $15,277,131.
(D)  Depreciation is computed using the straight-line  method over the estimated
     useful lives of the assets which are 3-30 years for land improvements, 3-30
     years for  buildings  and  improvements,  3-30 years for  amenities and the
     applicable lease term for tenant improvements.
(E)

      Total gross cost at December 31, 2000                      $ 15,286,377
       Additions to Partnership for computer hardware
        and software in 1998 and 1999                                  26,911
                                                                 -------------
      Balance at December 31, 2000                                 15,313,288
        Less accumulated depreciation                              (8,397,601)
        Less accumulated depreciation for computer
         hardware and  software                                        (8,072)
                                                                 -------------
      Land, buildings and amenities, net at December 31, 2000    $  6,907,615
                                                                 =============


                                       68


<PAGE>

<TABLE>
                                NTS-PROPERTIES IV
                                -----------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

<CAPTION>


                                         Real                Accumulated
                                        Estate              Depreciation
                                        ------              ------------

<S>                                   <C>                   <C>
Balance at December 31, 1997         $ 14,921,050          $  7,233,086

Additions during period:
     Improvements                         275,064                  --
     Depreciation (a)                        --                 494,790

Deductions during period:
     Retirements                         (119,056)             (108,290)
                                     -------------         -------------
Balance at December 31, 1998           15,077,058             7,619,586

Additions during period:
     Improvements                         337,399                  --
     Depreciation (a)                        --                 447,713

Deductions during period:
      Retirements                        (137,924)              (91,882)
                                     -------------         -------------
Balance at December 31, 1999           15,276,533             7,975,417

Additions during period:
      Improvements                        135,988                  --
      Depreciation (a)                       --                 486,269

Deductions during period:
      Retirements                         (99,233)              (56,013)
                                     -------------         -------------
Balance at December 31, 2000         $ 15,313,288          $  8,405,673
                                     =============         =============

</TABLE>


(a)  The additions 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 and capitalized leasing costs.













                                       69


<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,  LTD.
                                    --------------------------------------------
                                                   (Registrant)

                                      BY:     NTS-Properties Associates IV, LTD.
                                              General Partner,
                                              BY:     NTS Capital Corporation,
                                                      General Partner



                                      /s/   Gregory A. Wells
                                    --------------------------------------------
                                      Gregory A. Wells
                                      Senior Vice President and
                                      Chief Financial Officer of
                                      NTS Capital Corporation


Date: April 6, 2001

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

/s/ Brian F. Lavin
----------------------------
Brian F. Lavin                           President and Chief Operating Officer
                                         of NTS Capital Corporation

/s/ Gregory A. Wells
----------------------------
Gregory A. Wells                         Senior Vice President and Chief
                                         Financial Officer of NTS Capital
                                         Corporation

The Partnership is a limited  partnership and no proxy material has been sent to
the limited  partners.  The Partnership  will deliver to the limited partners an
annual report containing the Partnership's consolidated financial statements and
a message from the General Partner.

                                       70


<PAGE>