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 14, 1998

                          (December 30, 1997)

Commission File Number                        0-18550

                           NTS Mortgage Income Fund
           (Exact name of registrant as specified in its charter)

         Delaware                                   61-1146077
(State or other jurisdiction of           (I.R.S. Employer Identification
incorporation or organization)            No.)

   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




<PAGE>



Item 2.      Acquisition of Assets
-------      ---------------------

             As previously  reported,  on February 12, 1997, NTS Mortgage Income
             Fund (the Fund) entered into a letter of intent  (Letter of Intent)
             with NTS Corporation, a Kentucky corporation and the Sponsor of the
             Fund,  NTS/Lake  Forest  II  Residential  Corporation,  a  Kentucky
             corporation  which is an Affiliate of and under common control with
             NTS  Corporation   (NTS/Lake  Forest),   NTS/Virginia   Development
             Company, a Virginia corporation  which is an Affiliate of and under
             control with NTS  Corporation  (NTS/Virginia)  and NTS  Development
             Company,  a Kentucky  corporation and a wholly-owned  subsidiary of
             NTS   Corporation.   The   Letter   of  Intent   contemplated   the
             restructuring   of  the  Fund's   loans  to  NTS/Lake   Forest  and
             NTS/Virginia,  and the  acquisition  of  control by the Fund of the
             Lake Forest North  project in  Louisville,  Kentucky,  and the Fawn
             Lake project near Fredericksburg, Virginia.

             Since  entering  into  the  Letter  of  Intent,  the  Fund has been
             evaluating the best method of restructuring  its relationship  with
             NTS/Lake Forest and  NTS/Virginia  and negotiating the terms of the
             restructuring.  The Fund has now consummated this  restructuring by
             acquiring all of the issued and outstanding common capital stock of
             NTS/Lake Forest and  NTS/Virginia  effective as of October 1, 1997,
             for a nominal  purchase price.  The acquisition was closed pursuant
             to (i) an Agreement  executed on December 30, 1997, and dated as of
             October 1,  1997,  by and among the Fund,  NTS/Lake  Forest and its
             shareholders,  NTS/Virginia  and certain of its  shareholders,  NTS
             Corporation,  NTS Advisory Corporation,  a Kentucky corporation and
             Advisor to the Fund (NTS Advisory) and NTS  Residential  Management
             Company,  a  Kentucky  corporation  (NTS  Management),  and (ii) an
             Agreement executed on December 30, 1997, and dated as of October 1,
             1997, by and among the Fund,  NTS/Virginia and certain shareholders
             of NTS/Virginia.  NTS Advisory and NTS Management are Affiliates of
             and are under common control with NTS Corporation.  Copies of these
             Agreements (without exhibits) are attached hereto.

             NTS/Lake Forest is the owner and developer of the Lake Forest North
             single-family   residential   community   located  in   Louisville,
             Kentucky,  and will  continue  to own and  develop  the Lake Forest
             North  project to  completion  and orderly  sale as a  wholly-owned
             subsidiary of the Fund.

             NTS/Virginia   is  the  owner  and   developer  of  the  Fawn  Lake
             single-family  residential  community located near  Fredericksburg,
             Virginia,  and will  continue  to own and  develop  the  Fawn  Lake
             project to completion and orderly sale as a wholly-owned subsidiary
             of  the  Fund.  NTS/Residential  Properties,  Inc.  -  Virginia,  a
             Virginia  corporation  and an  Affiliate  of NTS  Corporation,  the
             sponsor of the Fund, will continue to act as a broker and agent for
             NTS/Virginia for the sale of lots within the Fawn Lake project, and
             as broker and agent for approved  builders in the Fawn Lake project
             for the sale of new homes.

             The Fund paid an aggregate sum of $10.00 to the shareholders of


<PAGE>



             NTS/Lake  Forest  for  all of the  issued  and  outstanding  common
             capital  stock  thereof,  and an  aggregate  sum of  $20.00  to the
             shareholders of NTS/Virginia  for all of the issued and outstanding
             common capital stock thereof. The existing  indebtedness of each of
             NTS/Lake Forest and  NTS/Virginia to the Fund has been converted to
             equity as of  October  1,  1997,  and the Fund will cause the first
             mortgages  in favor of the Fund on the Lake  Forest  North and Fawn
             Lake projects to be released of record.  With the conversion of the
             indebtedness of each of NTS/Lake Forest and  NTS/Virginia to equity
             in the  respective  companies,  (i) the Fund  will  have a basis of
             $23,683,295 in the common capital stock of NTS/Lake  Forest,  which
             is the sum of the  purchase  price of $10.00  paid  therefor by the
             Fund and the  outstanding  principal  loan  balance and accrued and
             unpaid  interest of  $23,683,285  owed to the Fund as of October 1,
             1997, and (ii)a basis of $31,084,441 in the common capital stock of
             NTS/Virginia, which is the sum of the purchase price of $20.00 paid
             therefor by the Fund and the outstanding principal loan balance and
             accrued and unpaid  interest of $31,084,421  owed to the Fund as of
             October 1, 1997.

             The  Fund,  as  the  sole   shareholder  of  NTS/Lake   Forest  and
             NTS/Virginia,  will hereafter control the ongoing operations of the
             Lake Forest North and Fawn Lake projects. The ongoing operation and
             management  of the Lake Forest North and Fawn Lake projects will be
             conducted  by NTS  Management  under  the  terms of (i) a  Property
             Management Agreement executed on December 30, 1997, and dated as of
             October 1,  1997,  by and among the Fund,  NTS/Lake  Forest and NTS
             Management for the Lake Forest North  project,  and (ii) a Property
             Management Agreement executed on December 30, 1997, and dated as of
             October  1,  1997,  by and  among the  Fund,  NTS/Virginia  and NTS
             Management for the Fawn Lake project (collectively,  the Management
             Agreements). The Management Agreements have an initial term through
             December 31, 2003,  subject to extension under certain  conditions,
             and are  renewable  for six (6) year  terms  thereafter.  Under the
             Management Agreements,  NTS Management will be reimbursed for costs
             incurred in the operation  and  management of the Lake Forest North
             and Fawn  Lake  projects,  and will  accrue  an  incentive  payment
             payable  as  provided  therein.   Copies  of  the  forms  of  these
             Management Agreements (without exhibits) are attached hereto.

             The terms of the  restructuring  and of the  Management  Agreements
             were  negotiated on behalf of the Fund by a committee of the Fund's
             Board of Directors (the Special  Committee)  consisting only of the
             Independent  Directors.  The Special  Committee  believes  that the
             terms of the restructuring and of the Management  Agreements are as
             favorable to the Fund as could have been  obtained  from  unrelated
             third parties under the circumstances.

             On December 30, 1997,  NTS/Virginia closed on development financing
             for the Fawn Lake  project  committed  by The  Provident  Bank,  of
             Cincinnati,  Ohio. The  $10,700,000  revolving  credit  facility is
             currently   anticipated   to  provide   funds  for  the   continued
             development  and  operations  of  the  Fawn  Lake  project  through
             December 1, 2002, the maturity of the credit facility, and the


<PAGE>



             repayment thereof has been guaranteed by the Fund.  Mr. J. D.
             Nichols, Chairman of the Board of NTS Corporation and of the Fund,
             has individually guaranteed the repayment of up to $3,000,000 of
             the credit facility.

             On January 6, 1998, NTS/Lake Forest closed on development financing
             for the Lake Forest North  project  committed by Bank of Louisville
             and  Trust  Company,  of  Louisville,   Kentucky.   The  $8,000,000
             revolving credit facility is currently anticipated to provide funds
             for the  continued  development  and  operations of the Lake Forest
             North project  through October 31, 2003, the maturity of the credit
             facility,  and the  repayment  thereof has been  guaranteed  by the
             Fund. Mr. J. D. Nichols,  Chairman of the Board of NTS  Corporation
             and of the Fund, has individually guaranteed the repayment of fifty
             percent (50%) of the credit facility.

             The Fund  anticipates  that its  acquisition  of the common capital
             stock of  NTS/Lake  Forest  and  NTS/Virginia,  and the  subsequent
             ongoing  development  activities to be taken by NTS/Lake Forest and
             NTS/Virginia  will cause a change of the  Fund's tax status  from a
             real estate investment trust to a conventional corporation in 1997.
             If the Fund is treated and taxed as a conventional  corporation for
             the calendar year 1997,  the Fund's  potential  federal  income tax
             liability  for  its  operations  from  January  1,  1997,   through
             September  30,  1997,  will be  largely  offset  by the tax  losses
             attributable to the operations of NTS/Lake Forest and  NTS/Virginia
             from October 1, 1997,  through December 31, 1997. As a result,  the
             Fund should not incur any appreciable  federal income tax liability
             attributable to its operations during 1997.

             Generally Accepted Accounting  Principles require that transactions
             such as the  acquisition  of the common  capital  stock of NTS/Lake
             Forest and  NTS/Virginia  by the Fund be  recorded  at fair  market
             value.  The conversion to equity of the Fund's loans to NTS/Lake 
             Forest and NTS/Virginia may result in a loss to the Fund for book 
             purposes, although the amount thereof cannot be determined at this
             time.

Item 7.  Financial Statements and Exhibits.
-------  ----------------------------------

             a)  Financial Statements of Real Estate Properties Acquired
                 -------------------------------------------------------

             The  audited   financial   statements   for  NTS/Lake   Forest  and
             NTS/Virginia  for the most recent  three years ended  December  31,
             1996, are incorporated by reference from the Fund's 10-K filed with
             the Securities and Exchange Commission on March 31, 1997.

             The unaudited interim  statements of operations for NTS/Lake Forest
             and  NTS/Virginia  for the nine months ended September 30, 1997 and
             1996 will be filed as an  amendment to this Form 8-K within 60 days
             from the date hereof.





<PAGE>



             b)  Pro Forma Information
                 ---------------------

             The Fund is preparing the pro forma  information  required pursuant
             to Rule 3-14 of Regulation S-X. This  information  will be filed as
             an amendment to this Form 8-K within 60 days from the date hereof.

             c)  Exhibits
                 --------

             The following exhibits are filed with this Form 8-K Report:

             Exhibit Number                          Description

                  10                Material  Contracts - The Agreements whereby
                                    the  Fund  acquired  all of the  issued  and
                                    outstanding common capital stock of NTS/Lake
                                    Forest and NTS/Fawn  Lake,  and the Property
                                    Management  Agreements  between the Fund and
                                    NTS Management


<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 MORTGAGE INCOME FUND
                                                           (Registrant)

                                                       /s/ John W. Hampton

                                                       John W. Hampton
                                                       Secretary/Treasurer
                                                       (principal accounting and
                                                       chief financial officer)






Date: January 14, 1998
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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 14, 1998

                          (December 30, 1997)

Commission File Number                        0-18550

                           NTS Mortgage Income Fund
           (Exact name of registrant as specified in its charter)

         Delaware                                   61-1146077
(State or other jurisdiction of           (I.R.S. Employer Identification
incorporation or organization)            No.)

   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
Item 2.      Acquisition of Assets
-------      ---------------------

             As previously  reported,  on February 12, 1997, NTS Mortgage Income
             Fund (the Fund) entered into a letter of intent  (Letter of Intent)
             with NTS Corporation, a Kentucky corporation and the Sponsor of the
             Fund,  NTS/Lake  Forest  II  Residential  Corporation,  a  Kentucky
             corporation  which is an Affiliate of and under common control with
             NTS  Corporation   (NTS/Lake  Forest),   NTS/Virginia   Development
             Company, a Virginia corporation  which is an Affiliate of and under
             control with NTS  Corporation  (NTS/Virginia)  and NTS  Development
             Company,  a Kentucky  corporation and a wholly-owned  subsidiary of
             NTS   Corporation.   The   Letter   of  Intent   contemplated   the
             restructuring   of  the  Fund's   loans  to  NTS/Lake   Forest  and
             NTS/Virginia,  and the  acquisition  of  control by the Fund of the
             Lake Forest North  project in  Louisville,  Kentucky,  and the Fawn
             Lake project near Fredericksburg, Virginia.

             Since  entering  into  the  Letter  of  Intent,  the  Fund has been
             evaluating the best method of restructuring  its relationship  with
             NTS/Lake Forest and  NTS/Virginia  and negotiating the terms of the
             restructuring.  The Fund has now consummated this  restructuring by
             acquiring all of the issued and outstanding common capital stock of
             NTS/Lake Forest and  NTS/Virginia  effective as of October 1, 1997,
             for a nominal  purchase price.  The acquisition was closed pursuant
             to (i) an Agreement  executed on December 30, 1997, and dated as of
             October 1,  1997,  by and among the Fund,  NTS/Lake  Forest and its
             shareholders,  NTS/Virginia  and certain of its  shareholders,  NTS
             Corporation,  NTS Advisory Corporation,  a Kentucky corporation and
             Advisor to the Fund (NTS Advisory) and NTS  Residential  Management
             Company,  a  Kentucky  corporation  (NTS  Management),  and (ii) an
             Agreement executed on December 30, 1997, and dated as of October 1,
             1997, by and among the Fund,  NTS/Virginia and certain shareholders
             of NTS/Virginia.  NTS Advisory and NTS Management are Affiliates of
             and are under common control with NTS Corporation.  Copies of these
             Agreements (without exhibits) are attached hereto.

             NTS/Lake Forest is the owner and developer of the Lake Forest North
             single-family   residential   community   located  in   Louisville,
             Kentucky,  and will  continue  to own and  develop  the Lake Forest
             North  project to  completion  and orderly  sale as a  wholly-owned
             subsidiary of the Fund.

             NTS/Virginia   is  the  owner  and   developer  of  the  Fawn  Lake
             single-family  residential  community located near  Fredericksburg,
             Virginia,  and will  continue  to own and  develop  the  Fawn  Lake
             project to completion and orderly sale as a wholly-owned subsidiary
             of  the  Fund.  NTS/Residential  Properties,  Inc.  -  Virginia,  a
             Virginia  corporation  and an  Affiliate  of NTS  Corporation,  the
             sponsor of the Fund, will continue to act as a broker and agent for
             NTS/Virginia for the sale of lots within the Fawn Lake project, and
             as broker and agent for approved  builders in the Fawn Lake project
             for the sale of new homes.

             The Fund paid an aggregate sum of $10.00 to the shareholders of
NTS/Lake  Forest  for  all of the  issued  and  outstanding  common
             capital  stock  thereof,  and an  aggregate  sum of  $20.00  to the
             shareholders of NTS/Virginia  for all of the issued and outstanding
             common capital stock thereof. The existing  indebtedness of each of
             NTS/Lake Forest and  NTS/Virginia to the Fund has been converted to
             equity as of  October  1,  1997,  and the Fund will cause the first
             mortgages  in favor of the Fund on the Lake  Forest  North and Fawn
             Lake projects to be released of record.  With the conversion of the
             indebtedness of each of NTS/Lake Forest and  NTS/Virginia to equity
             in the  respective  companies,  (i) the Fund  will  have a basis of
             $23,683,295 in the common capital stock of NTS/Lake  Forest,  which
             is the sum of the  purchase  price of $10.00  paid  therefor by the
             Fund and the  outstanding  principal  loan  balance and accrued and
             unpaid  interest of  $23,683,285  owed to the Fund as of October 1,
             1997, and (ii)a basis of $31,084,441 in the common capital stock of
             NTS/Virginia, which is the sum of the purchase price of $20.00 paid
             therefor by the Fund and the outstanding principal loan balance and
             accrued and unpaid  interest of $31,084,421  owed to the Fund as of
             October 1, 1997.

             The  Fund,  as  the  sole   shareholder  of  NTS/Lake   Forest  and
             NTS/Virginia,  will hereafter control the ongoing operations of the
             Lake Forest North and Fawn Lake projects. The ongoing operation and
             management  of the Lake Forest North and Fawn Lake projects will be
             conducted  by NTS  Management  under  the  terms of (i) a  Property
             Management Agreement executed on December 30, 1997, and dated as of
             October 1,  1997,  by and among the Fund,  NTS/Lake  Forest and NTS
             Management for the Lake Forest North  project,  and (ii) a Property
             Management Agreement executed on December 30, 1997, and dated as of
             October  1,  1997,  by and  among the  Fund,  NTS/Virginia  and NTS
             Management for the Fawn Lake project (collectively,  the Management
             Agreements). The Management Agreements have an initial term through
             December 31, 2003,  subject to extension under certain  conditions,
             and are  renewable  for six (6) year  terms  thereafter.  Under the
             Management Agreements,  NTS Management will be reimbursed for costs
             incurred in the operation  and  management of the Lake Forest North
             and Fawn  Lake  projects,  and will  accrue  an  incentive  payment
             payable  as  provided  therein.   Copies  of  the  forms  of  these
             Management Agreements (without exhibits) are attached hereto.

             The terms of the  restructuring  and of the  Management  Agreements
             were  negotiated on behalf of the Fund by a committee of the Fund's
             Board of Directors (the Special  Committee)  consisting only of the
             Independent  Directors.  The Special  Committee  believes  that the
             terms of the restructuring and of the Management  Agreements are as
             favorable to the Fund as could have been  obtained  from  unrelated
             third parties under the circumstances.

             On December 30, 1997,  NTS/Virginia closed on development financing
             for the Fawn Lake  project  committed  by The  Provident  Bank,  of
             Cincinnati,  Ohio. The  $10,700,000  revolving  credit  facility is
             currently   anticipated   to  provide   funds  for  the   continued
             development  and  operations  of  the  Fawn  Lake  project  through
             December 1, 2002, the maturity of the credit facility, and the
repayment thereof has been guaranteed by the Fund.  Mr. J. D.
             Nichols, Chairman of the Board of NTS Corporation and of the Fund,
             has individually guaranteed the repayment of up to $3,000,000 of
             the credit facility.

             On January 6, 1998, NTS/Lake Forest closed on development financing
             for the Lake Forest North  project  committed by Bank of Louisville
             and  Trust  Company,  of  Louisville,   Kentucky.   The  $8,000,000
             revolving credit facility is currently anticipated to provide funds
             for the  continued  development  and  operations of the Lake Forest
             North project  through October 31, 2003, the maturity of the credit
             facility,  and the  repayment  thereof has been  guaranteed  by the
             Fund. Mr. J. D. Nichols,  Chairman of the Board of NTS  Corporation
             and of the Fund, has individually guaranteed the repayment of fifty
             percent (50%) of the credit facility.

             The Fund  anticipates  that its  acquisition  of the common capital
             stock of  NTS/Lake  Forest  and  NTS/Virginia,  and the  subsequent
             ongoing  development  activities to be taken by NTS/Lake Forest and
             NTS/Virginia  will cause a change of the  Fund's tax status  from a
             real estate investment trust to a conventional corporation in 1997.
             If the Fund is treated and taxed as a conventional  corporation for
             the calendar year 1997,  the Fund's  potential  federal  income tax
             liability  for  its  operations  from  January  1,  1997,   through
             September  30,  1997,  will be  largely  offset  by the tax  losses
             attributable to the operations of NTS/Lake Forest and  NTS/Virginia
             from October 1, 1997,  through December 31, 1997. As a result,  the
             Fund should not incur any appreciable  federal income tax liability
             attributable to its operations during 1997.

             Generally Accepted Accounting  Principles require that transactions
             such as the  acquisition  of the common  capital  stock of NTS/Lake
             Forest and  NTS/Virginia  by the Fund be  recorded  at fair  market
             value.  The conversion to equity of the Fund's loans to NTS/Lake 
             Forest and NTS/Virginia may result in a loss to the Fund for book 
             purposes, although the amount thereof cannot be determined at this
             time.

Item 7.  Financial Statements and Exhibits.
-------  ----------------------------------

             a)  Financial Statements of Real Estate Properties Acquired
                 -------------------------------------------------------

             The  audited   financial   statements   for  NTS/Lake   Forest  and
             NTS/Virginia  for the most recent  three years ended  December  31,
             1996, are incorporated by reference from the Fund's 10-K filed with
             the Securities and Exchange Commission on March 31, 1997.

             The unaudited interim  statements of operations for NTS/Lake Forest
             and  NTS/Virginia  for the nine months ended September 30, 1997 and
             1996 will be filed as an  amendment to this Form 8-K within 60 days
             from the date hereof.
b)  Pro Forma Information
                 ---------------------

             The Fund is preparing the pro forma  information  required pursuant
             to Rule 3-14 of Regulation S-X. This  information  will be filed as
             an amendment to this Form 8-K within 60 days from the date hereof.

             c)  Exhibits
                 --------

             The following exhibits are filed with this Form 8-K Report:

             Exhibit Number                          Description

                  10                Material  Contracts - The Agreements whereby
                                    the  Fund  acquired  all of the  issued  and
                                    outstanding common capital stock of NTS/Lake
                                    Forest and NTS/Fawn  Lake,  and the Property
                                    Management  Agreements  between the Fund and
                                    NTS Management
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 MORTGAGE INCOME FUND
                                                           (Registrant)

                                                       /s/ John W. Hampton

                                                       John W. Hampton
                                                       Secretary/Treasurer
                                                       (principal accounting and
                                                       chief financial officer)

Date: January 14, 1998