NTS PROPERTIES III
10-Q, 1996-05-15
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           March 31, 1996
                               

                                       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 No.)
incorporation or organization)

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

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

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

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

                                                       YES  X         NO

Exhibit Index: See page 13
Total Pages: 14





<PAGE>



                                TABLE OF CONTENTS


                                                                     Pages

                                     PART I

Item 1.     Financial Statements

            Balance Sheets and Statement of Partners' Equity
              as of March 31, 1996 and December 31, 1995                 3

            Statements of Operations
              For the three months ended March 31, 1996 and 1995         4

            Statements of Cash Flows
              For the three months ended March 31, 1996 and 1995         5

            Notes To Financial Statements                              6-7

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                     8-12


                                     PART II

1.     Legal Proceedings                                                13
2.     Changes in Securities                                            13
3.     Defaults upon Senior Securities                                  13
4.     Submission of Matters to a Vote of Security Holders              13
5.     Other Information                                                13
6.     Exhibits and Reports on Form 8-K                                 13

Signatures                                                              14



                                      - 2 -

<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
                                                   March 31, 1996  December 31, 1995*
                                                   --------------  ------------------
ASSETS

<S>                                                  <C>             <C>        
Cash and equivalents                                 $   810,054     $   626,884
Cash and equivalents - restricted                        443,631         387,796
Investment securities                                       --           103,055
Accounts receivable, net of allowance
 for doubtful accounts of $39,294 (1996)
 and $90,332 (1995)                                      247,000         176,811
Land, buildings and amenities, net                     9,371,505       9,585,286
Other assets                                             254,982         241,022
                                                     -----------     -----------

  Total assets                                       $11,127,172     $11,120,854
                                                     ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgages payable                                    $ 6,939,261     $ 6,964,619
Accounts payable - operations                            117,058          72,807
Accounts payable - construction                           30,429           1,907
Distributions payable                                     36,430          37,125
Security deposits                                         94,928          95,494
Other liabilities                                         81,759          13,171
                                                     -----------     -----------

                                                       7,299,865       7,185,123

Partners' equity                                       3,827,307       3,935,731
                                                     -----------     -----------

                                                     $11,127,172     $11,120,854
                                                     ===========     ===========
</TABLE>
<TABLE>
<CAPTION>


                                         Limited           General
                                        Partners           Partner            Total
                                        --------           -------            -----
PARTNERS' EQUITY
<S>                                   <C>               <C>               <C>         
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                    (448,502)       (2,195,635)       (2,644,137)
Net income (loss) - current year            10,381           (24,551)          (14,170)
Cash distributions declared to
 date                                  (11,278,257)         (206,985)      (11,485,242)
Repurchase of limited partnership
 units                                    (213,824)            --             (213,824)
                                       ------------      ------------      ------------

Balances at March 31, 1996            $  3,669,798      $    157,509      $  3,827,307
                                       ============      ============      ============
</TABLE>

*Reference is made to the audited financial statements in the Form 10-K as filed
with the Commission on March 29, 1996.

                                      - 3 -

<PAGE>
<TABLE>



                               NTS-PROPERTIES III

                            STATEMENTS OF OPERATIONS
<CAPTION>



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

                                                        1996            1995
                                                        ----            ----
<S>                                                   <C>             <C>                                                
Revenues:
 Rental income, net of provision for
  doubtful accounts of $11,958 (1996)
    
  and $24,474 (1995)                                  $ 713,201       $ 681,690
 Rental income - affiliated                              80,004          78,165
 Interest and other income                               10,867          11,839
                                                      ---------       ---------

                                                        804,072         771,694
Expenses:
 Operating expenses                                     186,877         157,409
 Operating expenses - affiliated                         85,569          87,826
 Write-off of unamortized tenant
  improvements                                             --             8,242
 Interest expense                                       141,902         152,697
 Management fees                                         35,736          38,490
 Real estate taxes                                       53,793          54,298
 Professional and administrative
  expenses                                               18,431          15,117
 Professional and administrative
  expenses - affiliated                                  38,937          36,338
 Depreciation and amortization                          256,997         252,198
                                                      ---------       ---------

                                                        818,242         802,615
                                                      ---------       ---------

Net loss                                              $ (14,170)      $ (30,921)
                                                      =========       =========

Net income (loss) allocated to the
 limited partners                                     $  10,381       $  (6,020)
                                                      =========       =========

Net income (loss) per limited
 partnership unit                                     $     .70       $    (.39)
                                                      =========       =========

Weighted average number of limited
 partnership units                                       14,733          15,600
                                                      =========       =========

</TABLE>


                                      - 4 -

<PAGE>
<TABLE>



                               NTS-PROPERTIES III

                            STATEMENTS OF CASH FLOWS

<CAPTION>


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

                                                           1996          1995
                                                           ----          ----
<S>                                                     <C>           <C>                                                       
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $ (14,170)    $ (30,921)
Adjustments to reconcile net loss to net cash
 provided by operating activities:
  Accrued interest on investment securities                 1,402          --
  Provision for doubtful accounts                          11,958        24,474
  Write-off of unamortized building and tenant
   improvements                                              --           8,242
  Depreciation and amortization                           256,997       252,198
  Change in assets and liabilities:
   Cash and equivalents - restricted                      (15,615)      (16,403)
   Accounts receivable                                    (82,147)       33,591
   Other assets                                           (19,082)      (32,168)
   Accounts payable - operations                           44,251        34,878
   Security deposits                                         (566)       10,408
   Other liabilities                                       68,589        46,331
                                                        ---------     ---------

  Net cash provided by operating activities               251,617       330,630
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                 (9,573)     (180,626)
Increase in cash and equivalents - restricted             (23,044)      (21,625)
Maturities of investment securities                       101,653          --
                                                        ----------     ---------

  Net cash provided by (used in) investing
   activities                                              69,036      (202,251)
                                                        ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage payable                    (25,358)      (23,154)
Cash distributions                                        (37,125)      (39,000)
Repurchase of limited partnership units                   (57,824)         --
Increase in cash and equivalents - restricted             (17,176)         --
                                                        ---------     ---------

  Net cash used in financing activities                  (137,483)      (62,154)
                                                        ---------     ---------

  Net increase in cash and equivalents                    183,170        66,225

CASH AND EQUIVALENTS, beginning of period                 626,884       734,203
                                                        ---------     ---------

CASH AND EQUIVALENTS, end of period                     $ 810,054     $ 800,428
                                                        =========     =========

Interest paid on a cash basis                           $ 142,095     $ 152,085
                                                        =========     =========
</TABLE>


                                      - 5 -

<PAGE>



                               NTS-PROPERTIES III

                          NOTES TO FINANCIAL STATEMENTS


The financial  statements included herein should be read in conjunction with the
Partnership's  1995 Annual Report.  In the opinion of the general  partner,  all
adjustments (only consisting of normal recurring  accruals) necessary for a fair
presentation  have been made to the  accompanying  financial  statements for the
three months ended March 31, 1996 and 1995.

1.   Cash and Equivalents - Restricted
     ---------------------------------

     Cash and equivalents - restricted represent 1) escrow funds which are to be
     released  as the  heating,  ventilating  and air  conditioning  system  and
     asphalt paving at Peachtree  Corporate Center are replaced,  2) funds which
     have been  escrowed  with a  mortgage  company  for  Plainview  Plaza  II's
     property taxes in accordance with the loan agreement and 3) funds which the
     Partnership  has reserved for the repurchase of limited  partnership  units
     pursuant  to  Section  16.4  of  the  Partnership's  Amended  and  Restated
     Agreement of Limited Partnership.

2.   Mortgages Payable
     -----------------

     Mortgages payable consist of the following:


                                                    March 31,    December 31,
                                                      1996           1995
                                                      ----           ----
     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 March 31, 1996
      is 7.65%                                     $ 4,500,000    $ 4,500,000

     Mortgage payable to an insurance 
      company bearing interest at 9.125%, 
      maturing November 1, 1998, secured
      by land and building                           2,439,261      2,464,619
                                                    ----------     ----------
                                                   $ 6,939,261    $ 6,964,619
                                                    ==========     ==========

     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 $7,450,000.

3.   Related Party Transactions
     --------------------------

     Property  management fees of $35,736 and $38,490 for the three months ended
     March  31,  1996  and  1995,  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 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
     incurred $1,416 and $5,533 as a repair and maintenance fee during the three
     months  ended March 31, 1996 and 1995,  respectively,  and has  capitalized
     this cost as a part of land,

                                      - 6 -

<PAGE>



3.   Related Party Transactions - Continued
     --------------------------------------

     buildings and amenities.  As permitted by the  partnership  agreement,  the
     Partnership  also was charged the  following  amounts from NTS  Development
     Company for the three months ended March 31, 1996 and 1995.  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:


                                                 1996           1995
                                                 ----           ----
                                            
             Leasing agents                    $ 33,375       $ 39,184
             Administrative                      47,163         44,132
             Property manager                    51,764         50,325
             Other                                1,833          2,623
                                                -------        -------
                                               $134,135       $136,264
                                                =======        =======

     During the three  months  ended  March 31, 1996 and 1995,  NTS  Development
     Company occupied 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  $80,000 in rental
     payments from NTS  Development  Company during the three months ended March
     31, 1996 and 1995. The lease expired in February  1996. The  Partnership is
     currently negotiating a lease renewal with NTS Development Company which it
     expects to complete in the near term.

4.   Reclassification 1995 Financial Statements
     ------------------------------------------

     Certain  reclassifications  have been made to the March 31, 1995  financial
     statements   to  conform  with  March  31,  1996   classifications.   These
     reclassifications have no effect on previously reported operations.

5.   New Accounting Pronouncement
     ----------------------------

     In March 1995, the Financial  Accounting  Standards Board issued  Statement
     No. 121 (the  "Statement")  on accounting  for the impairment of long-lived
     assets, certain identifiable intangibles, and goodwill related to assets to
     be held and used. The Statement also establishes  accounting  standards for
     long-lived assets and certain  identifiable  intangibles to be disposed of.
     The Partnership adopted the Statement as of January 1, 1996 as required. No
     adjustments were required.

6.   Interest Repurchase Reserve
     ---------------------------

     On January 3, 1996, the  Partnership  funded an additional  $100,000 to its
     Interest  Repurchase  Reserve  which was  established  in 1995.  With these
     funds,  the Partnership  will be able to repurchase 480 Units at a price of
     $208 per Unit.





                                      - 7 -

<PAGE>



Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            ---------------------------------------------------------------
            RESULTS OF OPERATIONS
            ---------------------

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

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


                                                     1996            1995
                                                     ----            ----
Plainview Plaza II                                   82%             85%

Plainview Triad North                                93%             95%

Peachtree Corporate Center                           93%             85%

The rental and other income  generated by the  Partnership's  properties for the
three months ended March 31 were as follows:


                                                   1996              1995
                                                   ----              ----
Plainview Plaza II                              $ 272,322         $ 285,163

Plainview Triad North                           $ 240,325         $ 226,513

Peachtree Corporate Center                      $ 282,482         $ 254,475

The 3% decrease in occupancy  from March 31, 1995 to March 31, 1996 at Plainview
Plaza  II can be  attributed  to  three  tenants,  who had  occupied  a total of
approximately  7,900  square  feet,  vacating  at the  end of the  lease  terms.
Partially   offsetting  the  tenant   move-outs  is  one  new  lease   totalling
approximately  3,800 square feet. The new tenant took occupancy in June of 1995.
Average  occupancy  decreased  from 85% in 1995 to 81% in 1996.  The decrease in
rental and other income at  Plainview  Plaza II for the three months ended March
31,  1996 as  compared  to the  same  period  in 1995 can be  attributed  to the
decrease in average occupancy during the period.

During 1995, the Partnership  negotiated a five-year lease renewal and expansion
with The Kroger  Company,  a major  tenant at  Plainview  Plaza II. The  renewal
extends the lease to December  31, 2004 and the  expansion  is for 5,417  square
feet. When The Kroger Company takes occupancy of the additional  space (expected
during the second quarter of 1996), Plainview Plaza II will be 86% occupied.

Plainview Triad North's occupancy  decreased 2% from March 31, 1995 to March 31,
1996  as  a  result  of  move-outs  by  three  tenants   (occupied  a  total  of
approximately  2,900 square feet) and the downsizing  (3,900 square feet) of one
tenant.  Partially offsetting the tenant move-outs and downsizing is a new lease
totalling  approximately 4,900 square feet. Average occupancy decreased from 95%
in 1995 to 93% in 1996.  Rental and other income  increased for the three months
ended March 31, 1996 as compared to the same period in 1995 due to a decrease in
the  provision  for doubtful  accounts  and an increase in pass through  expense
reimbursements.   Leases  at  Plainview  Triad  North  provide  for  tenants  to
contribute toward the payment of increases in common area maintenance  expenses,
insurance, utilities and real estate taxes. Partially offsetting the increase in
rental and other  income at  Plainview  Triad  North is the slight  decrease  in
average occupancy.

Peachtree Corporate Center's occupancy increased 8% from March 31, 1995 to March
31, 1996 due to 16 new leases  totalling  approximately  39,000  square feet. Of
this total, approximately 11,000 square feet represents expansions

                                      - 8 -

<PAGE>



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

by five  current  tenants.  Partially  offsetting  the new  leases  are 8 tenant
move-outs  totalling  approximately  23,000  square feet.  Approximately  11,000
square feet of this total represents three tenants who vacated and ceased making
rental payments in breach of the lease terms due to bankruptcies. Accrued income
associated  with  these  leases of  approximately  $11,000  was  written  off as
uncollectible.   The  remaining  12,000  square  feet  represents  four  tenants
(occupied a total of approximately 10,800 square feet) who vacated at the end of
the lease terms and the  downsizing  (1,200 square feet) of one tenant.  Average
occupancy at Peachtree  Corporate  Center  increased  for the three months ended
March 31 from 82% in 1995 to 92% in 1996.

The increase in rental and other income at  Peachtree  Corporate  Center for the
three  months ended March 31, 1996 as compared to the same period in 1995 is due
to an  increase  in average  occupancy  during the period and a decrease  in the
provision for doubtful accounts.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of their lease,  the Partnership  pursues  collection  through the use of
collection  agencies or other remedies  available by law when practical.  In the
case  of  tenants  who  vacated  Peachtree  Corporate  Center  as  a  result  of
bankruptcy,  the  Partnership  has taken legal action when it was thought  there
could be a possible  collection.  There have been no funds recovered as a result
of these actions. As of March 31, 1996, there were no on-going cases.

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 investments made
by  the  Partnership  with  cash  reserves  and  from  funds  escrowed  for  the
replacement of the heating, ventilating and air conditioning ("HVAC") system and
asphalt paving at Peachtree  Corporate Center.  The change in interest and other
income for the three  months ended March 31, 1996 as compared to the same period
in 1995 was not significant.

Operating  expenses  increased  for the three  months  ended  March 31,  1996 as
compared  to the  same  period  in  1995  as a  result  of  increased  landscape
replacement  costs and exterior  building repairs at Peachtree  Corporate Center
and increased  heating and air conditioning  repair costs at Plainview Plaza II.
Partially  offsetting the increase in operating  expenses during the three month
period is a decrease in heating and air  conditioning  repair costs at Peachtree
Corporate  Center.  Operating  expenses  remained  fairly constant for the three
month period at Plainview Triad North.

The change in operating  expenses - affiliated  for the three months ended March
31, 1996 as compared to the same period in 1995 was not  significant.  Operating
expenses - affiliated are expenses incurred for services  performed by employees
of NTS Development Company, an affiliate of the General Partner.

The 1995  write-off of  unamortized  tenant  improvements  can be  attributed to
Peachtree Corporate Center. 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.


                                      - 9 -

<PAGE>



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

Interest  expense has  decreased  for the three  months  ended March 31, 1996 as
compared to the same period in 1995 due to a decrease  in the  interest  rate on
the Partnership's  $4,500,000  mortgage payable - 7.65% (1996) compared to 8.41%
(1995). 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%). See
the Liquidity and Capital  Resources  section of this item for details regarding
the Partnership's debt.

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

The changes in professional  and  administrative  expenses and  professional and
administrative  expenses - affiliated  for the three months ended March 31, 1996
as compared to the same period in 1995 were not  significant.  Professional  and
administrative   expenses  -  affiliated  are  expenses  incurred  for  services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner.

The change in depreciation and amortization for the three months ended March 31,
1996 as compared to the same period in 1995 was not significant. Depreciation is
computed using the  straight-line  method over the estimated useful lives of the
assets which are 5 - 30 years for land improvements, 30 years for buildings, 5 -
30 years for building improvements and 3 - 30 years for amenities. The aggregate
cost of the  Partnership's  properties for Federal tax purposes is approximately
$24,000,000.

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

The  Partnership  had cash flow from  operations of $251,617 (1996) and $330,630
(1995) for the three months ended March 31. These  funds,  in  conjunction  with
cash on hand,  were used to make a 1%  (annualized)  distribution  of $36,430 in
1996 and $39,000 in 1995.  The annualized  distribution  rate is calculated as a
percent of the initial  equity.  The  limited  partners  received  100% of these
distributions.  The primary  source of future  liquidity  and  distributions  is
expected to be derived from cash generated by the Partnership's properties after
adequate  cash  reserves are  established  for future  leasing and tenant finish
costs.  Cash reserves (which are  unrestricted  cash and equivalents as shown on
the  Partnership's  balance  sheet as of March 31) were $810,054 and $800,428 at
March 31, 1996 and 1995, respectively.

As of March 31, 1996,  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 March  31,  1996 was  7.65%.  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 March  31,  1996,  the  Partnership  also  had a  mortgage  payable  to an
insurance  company  in the  amount of  $2,439,261.  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.

                                     - 10 -

<PAGE>



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

As  previously  discussed  in the  Partnership's  Form  10-K for the year  ended
December 31, 1995,  the General  Partner of the  Partnership  was  exploring the
possibility  of  refinancing  the  current  mortgages  payable  encumbering  the
Partnership's  properties. As a result of an increase in current interest rates,
the Partnership has suspended inquiries into alternative financings.

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 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.  Cash flows  provided by investing  activities  are from the maturity of
investment  securities.   As  part  of  its  cash  management  activities,   the
Partnership has purchased  Certificates  of Deposit or securities  issued by the
U.S.  Government with initial maturities of greater than three months to improve
the return on its excess cash. The  Partnership  has held the  securities  until
maturity.  Cash flows used in financing  activities include cash  distributions,
principal payments on the $2.4 million mortgage payable,  repurchases of limited
partnership  Units and cash reserved by the  Partnership  for the  repurchase of
limited  partnership units. The Partnership does not expect any material changes
in the mix and relative cost of capital resources.

In the next 12 months,  the General Partner expects a demand on future liquidity
as a result of 91,699 square feet in leases expiring from April 1, 1996 to March
31, 1997  (Plainview  Plaza II - 31,400  square  feet,  Plainview  Triad North -
10,499 square feet and Peachtree Corporate Center - 49,800 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.  As of March 31,  1996,  the  Partnership  had no  material
commitments for tenant finish improvements.

The General Partner also anticipates a demand on future liquidity in the next 12
months, as a result of the Partnership's plans to complete the renovation of 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
$250,000.  A portion of this project was  completed  during the first and second
quarter of 1995 at a cost of approximately  $93,000.  The remaining cost of this
project  is  expected  to be  funded  from  cash  reserves  and cash  flow  from
operations.  As of March 31, 1996, the  Partnership  had no commitments  for the
remaining renovations.

A demand on future  liquidity is also anticipated as the General Partner expects
to  renovate  and update the  exterior  of the NTS  Plainview  Plaza II property
during 1996.  The  renovation is designed to make the property more  competitive
and  enhance  its  value.  The  project  is  anticipated  to cost  approximately
$900,000. The General Partner of the Partnership anticipates the project will be
funded with a combination  of debt  financing,  cash reserves and cash flow from
operating  activities.  As of March 31, 1996,  no  commitments  had been made in
connection with this project.

During 1995, the Partnership  established an Interest  Repurchase Reserve in the
amount of $156,000  pursuant to Section  16.4 of the  Partnership's  Amended and
Restated Agreement of Limited Partnership. With these funds, the Partnership was
able to  repurchase  750 Units at a price of $208 per Unit.  On January 3, 1996,
the Partnership funded an additional $100,000 to its

                                     - 11 -

<PAGE>



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

Interest Repurchase  Reserve.  With these funds, the Partnership will be able to
repurchase an additional  480 Units at a price of $208 per Unit. As of March 31,
1996, the Partnership had repurchased a total of 1,028 units.  Repurchased Units
are retired by the  Partnership,  thus increasing the share of ownership of each
remaining  investor.  The  Interest  Repurchase  Reserve  was  funded  from cash
reserves.  The Partnership is currently  contemplating an additional  funding to
its Interest Repurchase Reserve in the near term.

As of March 31, 1996, the Partnership has a commitment for approximately $95,000
of tenant  finish  improvements  at Plainview  Plaza II as a result of the lease
renewal and  expansion  with The Kroger  Company.  The  expansion  increases the
tenant's   current  leased  space  of   approximately   48,000  square  feet  by
approximately  5,400  square  feet and the  renewal  extends  the lease for five
years.  The  project is expected to be  completed  during the second  quarter of
1996.  The  source of funds for this  project is  expected  to be cash flow from
operations and/or cash reserves.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
three months ended March 31, 1996 and 1995. The General  Partner did not receive
a  distribution  during these  periods.  Distributions  were funded by cash flow
derived from operating activities.


                           Net Income         Cash
                             (Loss)       Distributions    Return of
                            Allocated       Declared        Capital
                            ---------       --------        -------

    Limited Partners:
         1996               $ 10,381        $ 36,430       $ 26,049
         1995                 (6,020)         39,000         39,000

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.


                                     - 12 -

<PAGE>



PART II.  OTHER INFORMATION

     1.  Legal Proceedings

         None

     2.  Changes in Securities

         None

     3.  Defaults upon Senior Securities

         None

     4.  Submission of Matters to a Vote of Security Holders

         None

     5.  Other Information

         None

     6.  Exhibits and Reports on Form 8-K

         (a)    Exhibits

                Exhibit 27. Financial Data Schedule

         (b)    Reports on Form 8-K

                Form 8-K was  filed  January  3,  1996 to  report  in Item 5 the
                funding by the  Partnership  of an  additional  $100,000  to its
                Interest Repurchase Reserve.



                                     - 13 -

<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,
                                               General Partner,
                                               BY:   NTS Capital Corporation,
                                                     General Partner


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


Date:      May 14    , 1996



                                     - 14 -

<PAGE>

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF MARCH 31, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,253,685
<SECURITIES>                                         0
<RECEIVABLES>                                  247,000
<ALLOWANCES>                                    39,294
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                       9,371,505
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              11,127,172
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                      6,939,261
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,827,307
<TOTAL-LIABILITY-AND-EQUITY>                11,127,172
<SALES>                                        793,205
<TOTAL-REVENUES>                               804,072
<CGS>                                                0
<TOTAL-COSTS>                                  618,972
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                11,958
<INTEREST-EXPENSE>                             141,902
<INCOME-PRETAX>                               (14,170)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (14,170)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (14,170)
<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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