Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 12, 2009, NTS Realty Holdings Limited Partnership (the "Company") announced that it completed the acquisition of two multifamily properties with an affiliated joint venture partner. An executive officer of the Company's managing general partner has a familial relationship with a member of the joint venture partner.

As previously disclosed, the Company entered into an agreement on April 10, 2009, to acquire Golf Brook Apartments ("Golf Brook") and Sabal Park Apartments ("Sabal Park"), which are located in Longwood, Florida. On June 3, 2009, GB Central Holdings, LLC ("GB Central") and SP Central Holdings, LLC ("SP Central"), both Delaware limited liability companies and wholly owned subsidiaries of the Company, entered into operating agreements with Pluris Property Fund I, L.P. ("PPFI"), an affiliated Delaware limited partnership, to form GB Longwood Properties, LLC ("GB Longwood") and SP Longwood Properties, LLC ("SP Longwood"), respectively. On June 10, 2009, GB Central and SP Central entered into amended and restated operating agreements with PPFI to provide that GB Central and SP Central own 76.5% of the membership interests in GB Longwood and SP Longwood, respectively. GB Longwood and SP Longwood purchased the properties from 385 Golf Brook Circle Longwood, LLC and 302 Sabal Park Place Longwood, LLC, both Delaware limited liability companies, neither of which is affiliated with the Company. GB Central will serve as the sole manager of GB Longwood, and SP Central will serve as the sole manager of SP Longwood. GB Longwood and SP Longwood have appointed NTS Management Company, an affiliate of the Company, as the property manager for both properties. The Company and its joint venture partner paid an aggregate purchase price of $32.5 million to acquire Golf Brook and Sabal Park. The Company and its co-owner satisfied the purchase price for Golf Brook and Sabal Park with funds obtained from a non-recourse mortgage loan from a government-sponsored lender and from working capital.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated in its entirety in this Item 2.01 disclosure by reference. The applicable material contracts are also attached to this Current Report on Form 8-K as Exhibit 10.1, 10.2, 10.3 and 10.4.

Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: N/A

(b) Pro Forma Financial Information: N/A

(c) Shell Company Transactions: N/A

(d) Exhibits:

10.1 Purchase and Sale Agreement

10.2 First Amendment to Purchase and Sale Agreement

10.3 Second Amendment to Purchase and Sale Agreement9

10.4 Third Amendment to Purchase and Sale Agreement

99.1 Press release of NTS Realty Holdings Limited Partnership, dated June 12, 2009

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