Item 4.01. Changes in Registrant's Certifying Accountants.

On July 24, 2009, the Audit Committee of the Board of Directors of NTS Realty Capital, Inc., the managing general partner of NTS Realty Holdings Limited Partnership (the "Partnership"), approved the dismissal of Ernst & Young LLP ("E&Y") as the Partnership's independent certifying accountant. E&Y's report on the Partnership's consolidated financial statements for the two years ended December 31, 2008 and 2007, did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2008 and 2007, as well as the interim period preceding the dismissal, there were no disagreements or "reportable events" of the kind described in Item 304(a)(1)(v) of Regulation S-K between the Partnership and E&Y on any matters of accounting principles of practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of E&Y, would have caused them to make a reference to the subject matter of the disagreements or reportable events in connection with their reports. However, the Partnership did have a material weakness in internal accounting controls as disclosed in its 2008 Form 10-K.

The Partnership has provided E&Y with a copy of the foregoing disclosures prior to the date of the filing of this report and has requested that E&Y furnish the Partnership with a letter addressed to the Securities and Exchange Commission ("SEC") stating whether it agrees with the above statements. A copy of E&Y's letter to the SEC, dated July 29, 2009, is filed as Exhibit 16 hereto.

On July 24, 2009, the Audit Committee also approved the engagement of BKD, LLP, as the Partnership's new independent certifying accountant. During the two most recent years and the subsequent interim period to the date of engagement, the Partnership did not consult with BKD, LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

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:

16.1 Letter of concurrence from E&Y to the Securities and Exchange Commission regarding changes in certifying accountant

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