NTS PROPERTIES PLUS LTD
8-K, 1998-01-21
REAL ESTATE
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


           PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

Date of Report (Date of earliest event reported)   January 20, 1998

                          (December 30, 1997)

Commission File Number            0-18952

                           NTS-PROPERTIES PLUS LTD.
           (Exact name of registrant as specified in its charter)

         Florida                               61-1126478
(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




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Item 5. Other Items

On December  30, 1997,  Full Sail  Recorders,  Inc., a tenant at the  University
Boulevard office development in Orlando,  Florida (Full Sail), delivered written
notice to the  Partnership  that Full Sail had (i)  exercised its right of first
refusal  under its lease with  NTS-Properties  V to purchase  the  University  I
office  building and the Phase III vacant land,  and (ii) exercised its right of
first refusal  under its lease with NTS  University  Boulevard  Joint Venture to
purchase the University II office building,  for an aggregate purchase price for
all three of  $18,700,000.  Full Sail exercised its right of first refusal under
the  leases  in  response  to a letter  of  intent  to  purchase  University  I,
University  II and the  Phase  III land  which was  previously  received  by the
Partnership from an unaffiliated  buyer. Under its right of first refusal,  Full
Sail  must  purchase  the  properties  on  the  same  terms  and  conditions  as
contemplated  by the  letter of  intent.  Full Sail  agreed in its notice to the
Partnership  to  proceed  to  negotiate  in  good  faith a  definitive  purchase
agreement  for the  properties.  Because  no  binding  agreement  exists for the
purchase of these  properties  at this time,  there can be no  assurance  that a
mutual  agreement  of purchase and sale will be reached  among the parties,  nor
that the sale of the properties  will be  consummated.  The University II office
building is owned by the Lakeshore/University II Joint Venture, the successor to
NTS University  Boulevard  Joint Venture,  in which the  Partnership  owns a 12%
joint  venture  interest.  Under the terms of the  right of first  refusal,  the
closings of the sale of  University  I,  University  II and the Phase III vacant
land are to occur simultaneously.  The Partnership has not determined the use of
net proceeds from any such sale.




<PAGE>



                                   SIGNATURES

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


                                          NTS-Properties Plus, Ltd.
                                               (Registrant)
                                          By: NTS-Properties Plus Associates,
                                               General Partner
                                               By: NTS Capital Corporation,
                                                   General Partner

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






Date: January 20, 1998


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