NTS PROPERTIES III
10-Q, 1995-08-10
REAL ESTATE
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                                              UNITED STATES

                                   SECURITIES AND EXCHANGE COMMISSION

                                         Washington, D. C. 20549

                                                FORM 10-Q

(Mark one)

[x]                     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                                 OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended               June 30, 1995                

                                                   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                   0-11176                          

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

        Georgia                                             61-1017240          
(State or other jurisdiction of                (I.R.S. Employer Identification 
incorporation or organization)                  No.)

   10172 Linn Station Road
   Louisville, Kentucky                                       40223             
(Address of principal executive                             (Zip Code)
offices)

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

                              Not Applicable                              
           Former name, former address and former fiscal year,
                       if changed since last report

Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.

                                                       YES  X         NO     
<PAGE>
                                            TABLE OF CONTENTS


                                                                       Pages

                                                 PART I

Item 1.       Financial Statements

              Balance Sheets and Statement of Partners' Equity 
                as of June 30, 1995 and December 31, 1994                  2

              Statements of Operations
                For the three months and six months ended 
                June 30, 1995 and 1994                                     3

              Statements of Cash Flows
                For the three months and six months ended 
                June 30, 1995 and 1994                                     4

              Notes To Financial Statements                              5-6

Item 2.       Management's Discussion and Analysis of Financial
                Condition and Results of Operations                     7-11


                                                 PART II

1.       Legal Proceedings                                                12
2.       Changes in Securities                                            12
3.       Defaults upon Senior Securities                                  12
4.       Submission of Matters to a Vote of Security Holders              12
5.       Other Information                                                12
6.       Exhibits and Reports on Form 8-K                                 12

Signatures                                                                13
<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                           NTS-PROPERTIES III

                            BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>
                                                   As of            As of   
                                              June 30, 1995   December 31, 1994*
<S>                                        <C>                    <C> 
ASSETS
       Cash and equivalents                $    466,546           $    734,203 
       Cash and equivalents - restricted        337,180                293,623 
       Investment securities                    303,692                  --   
       Accounts receivable, net of 
        allowance for doubtful accounts 
        of $65,216 (1995) and $53,828 
        (1994)                                  314,564                339,477 
       Land, buildings and amenities, net    10,026,399             10,242,936 
       Other assets                             277,220                252,047 
                                            ------------           ------------
                                           $ 11,725,601           $ 11,862,286 
                                            ============           ============

LIABILITIES AND PARTNERS' EQUITY
       Mortgages payable                   $  7,013,638           $  7,060,479 
       Accounts payable - operations             89,141                 75,234 
       Accounts payable - construction          105,096                152,093 
       Distributions payable                     39,000                 39,000 
       Security deposits                         90,738                 84,044 
       Other liabilities                        113,912                 16,190 
                                            ------------           ------------
                                              7,451,525              7,427,040 

       Partners' equity                       4,274,076              4,435,246 
                                            ------------           ------------
                                           $ 11,725,601           $ 11,862,286 
                                            ============           ============
</TABLE>
<TABLE>
<CAPTION>
                               Limited           General   
                              Partners           Partner             Total    

<S>                        <C>                <C>                 <C>
PARTNERS' EQUITY
  Initial equity            $ 15,600,000       $  8,039,710        $ 23,639,710 
  Adjustment to 
   historical basis               --            (5,455,030)         (5,455,030)
                            ------------       ------------        ------------
                              15,600,000          2,584,680          18,184,680 
  Net loss - prior years       (362,006)        (2,092,741)         (2,454,747)
  Net loss - current year       (31,865)           (51,305)            (83,170)
  Cash distributions
   declared to date         (11,165,702)          (206,985)        (11,372,687)
                            ------------       ------------        ------------
  Balances at June 30,
   1995                    $  4,040,427       $    233,649        $  4,274,076 
                            ============       ============        ============
<FN>
*      Reference is made to the audited financial statements in the Form 10-K
       as filed with the Commission on March 31, 1995.
</TABLE>
<PAGE>
<TABLE>
                                 NTS-PROPERTIES III

                              STATEMENTS OF OPERATIONS
<CAPTION>
                                            Three Months Ended                Six Months Ended
                                                 June 30,                           June 30,    
 
                                         1995               1994             1995             1994    
<S>                                   <C>               <C>              <C>              <C>
REVENUES:
  Rental income, net of provision 
   for doubtful accounts of $41,564
   (1995) and $14,812 (1994)          $  665,027        $  639,984       $1,346,718       $1,298,340 
  Rental income - affiliated              78,165            78,165          156,330          158,420 
  Interest and other income                9,808             5,178           21,647            6,400 
                                       ----------        ----------       ----------       ----------
                                         753,000           723,327        1,524,695        1,463,160 

EXPENSES:
  Operating expenses                     149,063           169,582          306,473          331,071 
  Operating expenses - affiliated         77,352            85,224          165,178          177,892 
  Write-off of unamortized tenant
   and building improvements              33,031              --             41,273             --               
  Interest expense                       144,823           145,660          297,521          291,851 
  Management fees                         39,761            38,319           78,251           74,081 
  Real estate taxes                       54,243            51,754          108,540          103,601 
  Professional and administrative 
   expenses                               12,288            14,787           27,342           26,506 
  Professional and administrative 
   expenses - affiliated                  36,211            32,912           72,612           66,312 
  Depreciation and amortization          258,476           251,357          510,675          501,584 
                                       ----------        ----------       ----------       ----------
                                         805,248           789,595        1,607,865        1,572,898 
                                       ----------        ----------       ----------       ---------- 
Net loss                              $  (52,248)       $  (66,268)      $  (83,170)      $ (109,738)
                                       ==========        ==========       ==========       ===========
Net loss allocated to limited 
 partners                             $  (25,844)       $  (41,013)      $  (31,865)      $  (59,272)
                                       ==========        ==========       ==========       ==========
Net loss per limited partnership 
 unit                                 $    (1.66)       $    (2.63)      $    (2.04)      $    (3.80)
                                       ==========        ==========       ==========       ==========
Weighted average number of units          15,600            15,600           15,600           15,600 
                                       ==========        ==========       ==========       ==========
</TABLE>
<PAGE>
<TABLE>
                                                     NTS-PROPERTIES III

                                                  STATEMENTS OF CASH FLOWS

<CAPTION>
                                             Three Months Ended                  Six Months Ended
                                                   June 30,                           June 30,    

                                            1995             1994             1995             1994    
<S>                                   <C>               <C>              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                              $   (52,248)      $   (66,268)     $   (83,170)     $  (109,738)
Adjustments to reconcile net loss 
 to net cash provided by operating 
 activities:
  Provision for doubtful accounts          17,090            10,604           41,564           14,812 
  Accrued interest on investment
    securities                             (3,884)             --             (3,884)            --               
  Write-off unamortized tenant
    and building improvements               33,031             --             41,273             --               
  Depreciation and amortization            258,476           251,357          510,675          501,584 
  Change in assets and liabilities:
    Accounts receivable                    (50,242)            2,106          (16,651)         (24,023)
    Other assets                            (3,246)            1,779          (35,414)         (24,401)
    Accounts payable - operations          (20,971)           48,508           13,907           52,405 
    Security deposits                       (3,714)           (2,165)           6,694           (1,222)
    Other liabilities                       51,391            54,520           97,722          104,141 
                                         ----------        ----------       ----------       ----------
  Net cash provided by operating 
   activities                              225,683           300,441          572,716          513,558 
                                         ----------        ----------       ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and 
 amenities                                (213,300)         (116,159)        (325,170)        (197,280)
Increase in cash and equivalents - 
 restricted                                (21,932)          (23,588)         (43,557)         (43,088)
Purchase of investment securities         (299,808)             --           (299,808)            --  
Increase (decrease) in accounts 
 payable - construction                     21,759            (9,302)         (46,997)          44,884 
                                         ----------        ----------       ----------       ----------
  Net cash used in investing 
   activities                             (513,281)         (149,049)        (715,532)        (195,484)
                                         ----------        ----------       ----------       ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage             (23,687)          (21,628)         (46,841)         (42,771)
Cash distributions                         (39,000)            --             (78,000)           --    
                                         ----------        ----------       ----------       ----------
  Net cash used in financing
     activities                            (62,687)          (21,628)        (124,841)         (42,771)
                                         ----------        ----------       -----------      ----------
  Net (decrease) increase in 
   cash and equivalents                   (350,285)          129,764         (267,657)         275,303 

CASH AND EQUIVALENTS, beginning 
 of period                                 816,831           590,034          734,203          444,495 
                                         ----------        ----------       ----------       ----------
CASH AND EQUIVALENTS, end of period    $   466,546       $   719,798      $   466,546      $   719,798 
                                         ==========        ==========       ==========       ==========
Interest paid on a cash basis          $   147,441       $   145,825      $   299,527      $   292,176 
                                         ==========        ==========       ==========       ==========
</TABLE>
<PAGE>
                                                 NTS-PROPERTIES III

                                      NOTES TO FINANCIAL STATEMENTS


The financial statements included herein should be read in conjunction with
the Partnership's 1994 Annual Report.  In the opinion of the general
partner, all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation have been made to the accompanying
financial statements for the three months and six months ended June 30, 1995
and 1994.

1.      Investment Securities

        Investment securities represent investments in Certificates of Deposit
        or debt securities issued by the U.S. Treasury with initial maturities
        of greater than three months.  The investments are carried at cost which
        approximates market value.  The Partnership intends to hold the
        securities until maturity.  The following provides details regarding the
        investments held at June 30, 1995:

                               Amortized           Maturity           Value At
                Type             Cost                Date             Maturity

        U.S. Treasury Bill     $303,692            10/19/95           $307,000
                                =======                                =======
2.      Mortgages Payable

        Mortgages payable consist of the following:

                                                     June 30,      December 31,
                                                       1995            1994    

        Mortgage payable to an insurance 
        company bearing interest at 9.125%, 
        maturing November 1, 1998, secured 
        by land and building                       $ 2,513,638     $ 2,560,479 

        Mortgage payable to an insurance 
        company maturing June 1, 2001, 
        secured by land and buildings, 
        bearing a variable interest rate 
        based on the 10-year treasury bill
        rate plus 60 basis points.  The rate 
        is adjusted quarterly (not to exceed 
        11.65% or be less than 7.65%).  The 
        current rate at June 30, 1995 is 7.76%       4,500,000       4,500,000 
                                                    -----------     -----------
                                                   $ 7,013,638     $ 7,060,479 
                                                    ===========     ===========
3.      Related Party Transactions

        Property management fees of $78,251 and $74,081 for the six months ended
        June 30, 1995 and 1994, respectively, were paid to NTS Development
        Company, an affiliate of the general partner, pursuant to an agreement
        with the Partnership.  The fee is equal to 5% of gross revenues from the
        Partnership's properties.  Also, as permitted by the partnership
        agreement, NTS Development Company will receive a repair and maintenance
        fee equal to 5.9% of costs incurred which relate to capital
        improvements.  The Partnership has incurred $19,308 and $13,032 as a
        repair and maintenance fee during the six months ended June 30, 1995 and
<PAGE>
3.      Related Party Transactions - Continued

        1994, respectively, and has capitalized this cost as a part of land,
        buildings and amenities.  As permitted by the partnership agreement, the
        Partnership also was charged the following amounts from NTS Development
        Company for the six months ended June 30, 1995 and 1994.  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.  These charges were as follows:

                                                   1995                  1994   

               Leasing agents                   $  78,045            $  89,942 
               Administrative                      88,137               81,649 
               Property manager                    95,634               93,108 
               Other                                5,912                4,828 
                                                 ---------            ---------
                                                $ 267,728            $ 269,527 
                                                 =========            =========

        During the six months ended June 30, 1995 and 1994, NTS Development
        Company leased approximately 23,000 square feet of the available space
        in the Plainview Plaza II property at a base rent of approximately
        $13.50 per square foot.  The Partnership has received approximately
        $156,000 in rental payments from NTS Development Company during the six
        months ended June 30, 1995 and 1994.  The lease expires in February
        1996. 
<PAGE>
Item 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS

Results of Operations

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

                                                        1995              1994

Plainview Plaza II                                       86%               83%  

Plainview Triad North                                    94%               94%  

Peachtree Corporate Center                               92%               84%  

The rental and other income generated by the Partnership's properties for
the three months and six months ended June 30 was as follows:

                                 Three Months Ended        Six Months Ended
                                      June 30,                 June 30,    

                                 1995        1994         1995         1994  

Plainview Plaza II            $267,895     $260,456     $553,058     $531,644

Plainview Triad North         $244,017     $227,443     $470,530     $453,977

Peachtree Corporate Center    $231,694     $231,098     $486,169     $473,063

Plainview Plaza II's occupancy increased 3% from June 30, 1994 to June 30,
1995 as a result of three new leases totalling approximately 9,300 square
feet.  Partially offsetting the new leases are three tenants, who had
occupied approximately 5,700 square feet, vacating at the end of the lease
terms.  Average occupancy at Plainview Plaza II increased from 83% in 1994
to 85% in 1995 for both the three months and six months ended June 30.  The
increase in rental and other income at Plainview Plaza II for the three
months and six months ended June 30, 1995 as compared to the same periods
in 1994 is due to the increase in average occupancy.

Plainview Triad North's occupancy was unchanged from June 30, 1994 to June
30, 1995.  Average occupancy at Plainview Triad North increased from 88%
(1994) to 95% (1995) for the three month period ended June 30 and from 92%
(1994) to 95% (1995) for the six month periods.  Rental and other income
increased for the three months and six months ended June 30, 1995 as
compared to the same periods in 1994 due to the increase in average
occupancy partially offset by an increase in the provision for doubtful
accounts.

Peachtree Corporate Center's occupancy increased 8% from June 30, 1994 to
June 30, 1995 due to 20 new leases totalling approximately 53,000 square
feet.  Of this total, approximately 17,000 square feet represents expansions
by six current tenants.  Partially offsetting the new leases are 14 tenant
move-outs totalling approximately 37,000 square feet.  Approximately 22,000
square feet of this total represents eight tenants who vacated and ceased
making rental payments in breach of the lease terms due principally to
bankruptcies.  Accrued income associated with these leases of approximately
$10,000 was written off as uncollectible.  The remaining 15,000 square feet
represents six tenants who vacated at the end of the lease terms.
<PAGE>
Results of Operations - Continued

Rental and other income at Peachtree Corporate Center increased for the
three months and six months ended June 30, 1995 as compared to the same
periods in 1994 as a result of an increase in average occupancy - 90% (1995)
compared to 85% (1994) for the three month period and 87% (1995) compared
to 83% (1994) for the six month period.  Peachtree Corporate Center receives
rental income from the leasing of both office space and warehouse space. 
Office space rents for approximately $7.00 to $9.00 per square foot compared
to $3.50 to $4.50 per square foot for warehouse space.  Another factor
contributing to the increases in rental and other income from the 1994
periods to the 1995 periods is an increase in income received from the
rental of office space due to an increase in the amount of office space
leased in 1995 compared to 1994.  Partially offsetting the increase in
rental and other income for both the three month and six month periods is
a decrease in income received from the rental of warehouse space due to a
decrease in the amount of warehouse space leased in 1995 compared to 1994. 
The increase in rental and other income is also partially offset by an
increase in the provision for doubtful accounts and a decrease in the
average rental rate realized from office space leased.

In cases of tenants abandoning the premises, the Partnership pursues
collection through the use of collection agencies or other remedies
available by law when practical.

Current occupancy levels are considered adequate to continue the operation
of the Partnership's properties without the need for any additional
financing.

Interest and other income includes interest income earned from short-term
investments made by the Partnership with excess cash and from funds escrowed
for the replacement of the HVAC system and asphalt paving at Peachtree
Corporate Center (Cash and equivalents - restricted).  Interest income
increased for the three months and six months ended June 30, 1995 as
compared to the same periods in 1994 as a result of an increase in interest
earned on the Escrow Funds and an increase in excess cash available for
investment.

Operating expenses decreased for the six months ended June 30, 1995 as
compared to the same period in 1994 as a result of decreased snow removal,
janitorial and landscaping costs at Plainview Plaza II and Plainview Triad
North, decreased utility costs at Plainview Plaza II and decreased security
service expense at Peachtree Corporate Center.  Partially offsetting the
decrease in operating expenses for the six month period is an increase in
utility costs, landscaping and general building repair costs at Peachtree
Corporate Center.  Operating expenses decreased for the three month period
as a result of decreased landscaping and janitorial costs at Plainview Plaza
II and Plainview Triad North and decreased repair and maintenance costs at
all the Partnership's properties.  The decreases in operating expenses are
partially offset by increased landscaping costs at Peachtree Corporate
Center.

The decrease in operating expenses - affiliated for the three months and six
months ended June 30, 1995 as compared to the same periods in 1994 is due
to a decrease in leasing salaries at all of the Partnership's properties. 
Partially offsetting the decrease in operating expenses for the six month
period is an increase in property management salaries at all of the
Partnership's properties.
<PAGE>
Results of Operations - Continued

The 1995 write-off of unamortized tenant and building improvements can be
attributed to Peachtree Corporate Center (tenant improvements) and Plainview
Plaza II (building improvements).  Changes to current tenant improvements
are a typical part of any lease negotiation.  Improvements generally include
a revision to the current floor plan to accommodate a tenant's needs, new
carpeting and paint and/or wallcovering.  In order to complete the
renovation, it is sometimes necessary to replace improvements which have not
been fully depreciated.  This results in a write-off of unamortized tenant
improvements.  The write-off of unamortized building improvements at
Plainview Plaza II is the result of a common area lobby renovation.  The
renovation included an upgrade of current restroom facilities, improvement
of handicap restroom facilities, new carpet and wallcoverings.  The write-
off represents the cost of previous renovations which had not been fully
depreciated.

The increase in interest expense for the six months ended June 30, 1995 as
compared to the same period in 1994 is due to the fact that the interest
rate on the $4,500,000 mortgage payable was higher in 1995 compared to 1994. 
The interest rate was 8.41% January to March 1995 and 7.76% April to June
1995 versus 7.65% in 1994.  The interest rate on this note adjusts quarterly
to 60 basis points over the 10-year treasury bill rate (not to exceed 11.65%
or be less than 7.65%).  The increase in interest expense for the six month
period is partially offset by a decrease in interest expense on the
$2,513,638 mortgage payable as a result of continued principal paydowns. 
Interest expense remained fairly constant for the three months ended June
30, 1995 as compared to the same period in 1994.  See Note 2 of the
Partnership's financial statements for details regarding the Partnership's
debt.

Management fees are calculated as a percentage of cash collections; however,
revenue for reporting purposes is on the accrual basis.  As a result, the
fluctuations of revenues between periods will differ from the fluctuations
of management fee expense.

The increase in real estate taxes for the three months and six months ended
June 30, 1995 as compared to the same periods in 1994 is due to an increase
in the assessment for Plainview Triad North and an increase in tax rates at
all of the Partnership's properties.  Partially offsetting the increase in
real estate taxes for the three month and six month periods is a decrease
in the assessment for Plainview Plaza II.  The assessment at Peachtree
Corporate Center was unchanged.

Professional and administrative expenses remained fairly constant for the
three months and six months ended June 30, 1995 as compared to the same
periods in 1994.

The increase in professional and administrative expenses - affiliated for
the three months and six months ended June 30, 1995 as compared to the same
periods in 1994 is primarily due to increased accounting salaries.

The increase in depreciation and amortization for the three months and six
months ended June 30, 1995 as compared to the same periods in 1994 is due
to approximately $527,000 of new assets placed in service since June 30,
1994.  The increase in depreciation and amortization is partially offset by
the fact that a portion of the Partnership's assets have become fully
depreciated.
<PAGE>

Liquidity and Capital Resources

The Partnership had cash flow from operations of $572,716 and $513,558 for
the six months ended June 30, 1995 and 1994, respectively.  These funds, in
conjunction with cash on hand, were used to make a 1% (annualized)
distribution of $78,000 (1995).  The annualized distribution rate is
calculated as a percent of the initial equity.  The limited partners
received 100% of these distributions.  The Partnership did not make a cash
distribution during the six months ended June 30, 1994.  The Partnership
determined it necessary to temporarily suspend cash distributions until
adequate cash reserves for future leasing costs, tenant finish and other
capital improvements were established, and sufficient cash was being
generated from operations which, in management's opinion, warranted a cash
distribution.

As of June 30, 1995, the Partnership had a mortgage payable to an insurance
company in the amount of $4,500,000.  The mortgage bears a variable interest
rate which adjusts quarterly to 60 basis points over the 10-year treasury
bill rate.  At no time will the rate exceed 11.65% or be less than 7.65% per
annum.  The current rate at June 30, 1995 was 7.76%.  The loan is secured
by a first mortgage on Plainview Triad North and Peachtree Corporate Center
with a second position behind the holder of the permanent mortgage on
Plainview Plaza II.  The unpaid balance of the loan is due June 1, 2001.

As of June 30, 1995, the Partnership also had a mortgage payable to an
insurance company in the amount of $2,513,638.  The mortgage bears a fixed
interest rate of 9.125% and is due November 1, 1998.  The outstanding
balance at maturity based on the current rate of amortization will be
$2,140,539.

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 and tenant finish costs.

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 reductions in accounts payable - construction and are
funded by operating activities.  Changes to current tenant improvements are
a typical part of any lease negotiation.  Improvements generally include a
revision to the current floor plan to accommodate a tenant's needs, new
carpeting and paint and/or wallcovering.  The extent and cost of these
improvements are determined by the size of the space and whether the
improvements are for a new tenant or incurred because of a lease renewal. 
Cash flows used in investing activities also include cash which is being
escrowed for the replacement of the HVAC system and asphalt paving at
Peachtree Corporate Center and purchases of investment securities.  As part
of its cash management activities, the Partnership has purchased
Certificates of Deposit or debt securities issued by the U.S. Treasury with
initial maturities of greater than three months to improve the return on its
excess cash.  The Partnership intends to hold the securities until maturity. 
Cash flows provided by investing activities are from increases in accounts
payable - construction.  Cash flows used in financing activities include
cash distributions and principal payments on the $2.5 million mortgage
payable.  The Partnership does not expect any material changes in the mix
and relative cost of capital resources.

In the next 12 months, the General Partner expects a demand on future
liquidity as a result of 81,452 square feet in leases expiring from July 1,
1995 through June 30, 1996 (Plainview Plaza II - 37,371 square feet,
Plainview Triad North - 7,968 square feet and Peachtree Corporate Center - 
<PAGE>
Liquidity and Capital Resources - Continued

36,113 square feet).  At this time, the future leasing and tenant finish
costs which will be required to renew the current leases or obtain new
tenants are unknown.  It is anticipated that the cash flow from operations
and cash reserves will be sufficient to meet the needs of the Partnership.

The General Partner also anticipates a demand on future liquidity in the
next 12 months, as a result of the Partnership's plans to renovate the
common area lobbies at Plainview Plaza II.  The project is to include an
upgrade of current restroom facilities, improvement of handicap restroom
facilities, new carpet and wallcoverings.  The project is anticipated to
cost approximately $190,000.  A portion of this project was completed during
the first and second quarter of 1995 at a cost of approximately $93,000. 
As of June 30, 1995, the Partnership had no material commitments for the
remaining renovations.

The table below presents that portion of the distributions that represent
a return of capital on a Generally Accepted Accounting Principle basis for
the six months ended June 30, 1995 and 1994.  The General Partner did not
receive a distribution during these periods.  Distributions were funded by
cash flow derived from operating activities.

                            Net Income          Return  
                             (Loss)              Cash               of    
                            Allocated        Distributions       Capital 

        Limited Partners:
              1995         $ (31,865)          $  78,000        $  78,000
              1994           (59,272)              --               --       

The following describes the efforts being taken by the Partnership to
increase the occupancy levels at the Partnership's properties.  At Peachtree
Corporate Center in Norcross, Georgia, the Partnership has an on-site
leasing agent, an employee of NTS Development Company (an affiliate of the
general partner), 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 Plainview Plaza II and Plainview Triad North are
handled by leasing agents, employees of NTS Development Company, located in
Louisville, Kentucky.  The leasing agents are located in the same city as
both commercial properties.  All advertising for the Louisville properties
is also coordinated by NTS Development Company's marketing staff located in
Louisville, Kentucky.

Leases at all the Partnership's properties provide for tenants to contribute
toward the payment of increases in common area maintenance expenses,
insurance, utilities and real estate taxes.  This lease provision should
protect the Partnership's operations from the impact of inflation and
changing prices.
<PAGE>
PART II.  OTHER INFORMATION

        1.  Legal Proceedings

                    None

        2.  Changes in Securities

                    None

        3.  Defaults upon Senior Securities

                    None

        4.  Submission of Matters to a Vote of Security Holders

                    None

        5.  Other Information

                    None

        6.  Exhibits and Reports on Form 8-K

                    (a)  Exhibits

                         Exhibit 27. Financial Data Schedule

                    (b)  Reports on Form 8-K

                 There were no reports on Form 8-K filed during the three months
                         ended June 30, 1995.
<PAGE>
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                   NTS-PROPERTIES III        
                                                      (Registrant)

                                             BY:NTS-Properties Associates
                                                BY:NTS Capital Corporation,
                                                   General Partner


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



Date:    August 9, 1995     

  

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF JUNE 30, 1995 AND FROM THE STATEMENT OF OPERATIONS FOR THE SIX
MONHTS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         803,726
<SECURITIES>                                   303,692
<RECEIVABLES>                                  314,564
<ALLOWANCES>                                    65,216
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      10,026,399
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              11,725,601
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                      7,013,638
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   4,274,076
<TOTAL-LIABILITY-AND-EQUITY>                11,725,601
<SALES>                                      1,503,048
<TOTAL-REVENUES>                             1,524,695
<CGS>                                                0
<TOTAL-COSTS>                                1,210,390
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                41,564
<INTEREST-EXPENSE>                             297,521
<INCOME-PRETAX>                               (83,170)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (83,170)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (83,170)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>The Partnership has an unclassified balance sheet; therefore, the value is
 $0.
<F2>This information is not disclosed in the Partnership's Form 10-Q filing.
</FN>
        

</TABLE>


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