Item 1.01. Entry into a Material Definitive Agreement.

On June 23, 2009, NTS Realty Holdings Limited Partnership announced that after the close of business on June 22, 2009, it entered into an agreement (the "Agreement") to sell the Company's Outlet Mall property to an unaffiliated third party. The property is a 162,000 square foot mall located on approximately 13.09 acres visible from Interstate 64 in Louisville, Kentucky (the "Outlet Mall"). The purchaser is an affiliate of the current tenant, Garden Ridge L.P., which occupies 100% of the Outlet Mall. Pursuant to the Agreement, the Company is scheduled to receive $4.0 million in cash if the sale is completed. The proposed purchaser is entitled to conduct due diligence on the property until August 21, 2009, and, if satisfied, must close on March 12, 2010, to coincide with the expiration of the tenant's lease. The Company intends to use the proceeds from the sale to repay outstanding debt and for general capital requirements. 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 1.01 disclosure by reference.

Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information: N/A

(c) Shell Company Transactions: N/A

(d) Exhibits:

99.1 Press release of NTS Realty Holdings Limited Partnership, dated June 23, 2009

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