ITEM 8.01. Other Events.

On November 20, 2012, we issued a press release announcing that the special committee of the board of directors of our managing general partner had received a letter from Messrs. J. D. Nichols, our Chairman and Brian Lavin, our Chief Executive Officer, revising their August 31, 2012 proposal for a going private transaction. The letter increased the proposed purchase price per limited partnership unit from $5.25 to $7.30. A copy of the press release is being furnished as Exhibit 99.1 to this report and incorporated herein by reference.

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:
99.1 Press release of NTS Realty Holdings Limited Partnership, dated November 20, 2012