UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the fiscal year ended December 31, 2003

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission file number 0-19141

                             CNL INCOME FUND V, LTD.
             (Exact name of registrant as specified in its charter)

      Florida                                          59-2922869
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 540-2000

           Securities registered pursuant to Section 12(b) of the Act:

   Title of each class:                  Name of exchange on which registered:
        None                                         Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

              Units of limited partnership interest ($500 per Unit)
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes X No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12b-2): Yes___ No X

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The  registrant  registered  an offering of 50,000 units of limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $500 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>

                                     PART I

Item 1.  Business

         CNL Income Fund V, Ltd. (the  "Registrant" or the  "Partnership")  is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on August 17, 1988. The general  partners of the  Partnership are Robert
A.  Bourne,  James  M.  Seneff,  Jr.  and  CNL  Realty  Corporation,  a  Florida
corporation  (the  "General  Partners").  Beginning on December  16,  1988,  the
Partnership offered for sale up to $25,000,000 in limited partnership  interests
(the  "Units")  (50,000  Units  at $500 per  Unit)  pursuant  to a  registration
statement  on Form S-11  under  the  Securities  Act of 1933,  as  amended.  The
offering  terminated  on June 7,  1989,  as of which date the  maximum  offering
proceeds of  $25,000,000  had been received from  investors who were admitted to
the Partnership as limited partners (the "Limited Partners").

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,   totaled
$22,125,000,  and were used to acquire 30  Properties,  including  interests  in
three  Properties  owned  by  joint  ventures  in  which  the  Partnership  is a
co-venturer.

         As of December 31, 2000, the Partnership  owned 17 Properties  directly
and held  interests  in two  Properties  owned by joint  ventures  in which  the
Partnership  is a co-venturer  and two Properties  owned with  affiliates of the
General Partners as tenants-in-common.  During the year ended December 31, 2001,
the Partnership sold its Property in Daleville,  Indiana.  During the year ended
December 31, 2002,  the  Partnership  sold its Properties in Huron,  Ohio;  West
Lebanon, New Hampshire; Bountiful, Utah, and Lawrenceville,  Georgia. During the
year  ended  December  31,  2003,  the  Partnership  sold a  parcel  of  land in
Connorsville, Indiana which was not needed for the operations of its restaurant.
As of December 31, 2003, the Partnership  owned 12 Properties  directly and held
interests in two Properties  owned by joint ventures in which the Partnership is
a co-venturer and two Properties  owned with affiliates of the General  Partners
as tenants-in-common. Generally, the Properties are leased on a triple-net basis
with the lessees  responsible for all repairs and  maintenance,  property taxes,
insurance and utilities.

         The  Partnership  holds  its  Properties  until  the  General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties,  the General  Partners  consider  factors such as potential  capital
appreciation,  net cash flow and federal income taxes. Certain lessees also have
been granted  options to purchase  Properties,  generally at the Property's then
fair market value after a specified  portion of the lease term has elapsed.  The
Partnership  has no  obligation  to sell all or any portion of a Property at any
particular  time,  except as may be required  under  property  or joint  venture
purchase options granted to certain lessees.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases. The leases of the Properties owned by the Partnership and
the joint ventures in which the Partnership is a co-venturer provide for initial
terms  ranging  from 10 to 20 years  (the  average  being 18 years)  and  expire
between 2004 and 2021. The leases are generally on a triple-net  basis, with the
lessees responsible for all repairs and maintenance,  property taxes,  insurance
and  utilities.  The leases of the  Properties  provide for minimum  base annual
rental payments  (payable in monthly  installments)  ranging from  approximately
$42,000 to $222,800. Generally, the leases provide for percentage rent, based on
sales in excess of a specified  amount,  to be paid  annually.  In  addition,  a
majority of the leases  provide that,  commencing  in the sixth lease year,  the
percentage  rent will be an amount  equal to the  greater of (i) the  percentage
rent calculated under the lease formula or (ii) a specified  percentage (ranging
from  one-fourth to five percent) of the purchase price paid by the  Partnership
for the Property.

         Generally,  the  leases  of the  Properties  provide  for  two to  four
successive five-year renewal options subject to the same terms and conditions as
the initial lease.  Lessees of 13 of the  Partnership's  16 Properties also have
been granted  options to purchase  Properties at the Property's then fair market
value after a specified portion of the lease term has elapsed. Fair market value
will be determined through an appraisal by an independent  appraisal firm. Under
the  terms  of  certain   leases  the  option   purchase  price  may  equal  the
Partnership's  original  cost to purchase  the Property  (including  acquisition
costs),  plus a specified  percentage  from the date of the lease or a specified
percentage of the  Partnership's  purchase price, if that amount is greater than
the Property's fair market value at the time the purchase option is exercised.

         The leases generally provide that, in the event the Partnership  wishes
to sell the Property subject to that lease, the Partnership first must offer the
lessee the right to purchase the Property on the same terms and conditions,  and
for the same price, as any offer which the Partnership has received for the sale
of the Property.

         In  October  2003,  Chevy's,  Inc.,  the  tenant  of  the  Property  in
Vancouver,  Washington  which the  Partnership  owns as  tenants-in-common  with
affiliates of the General Partners,  filed for Chapter 11 bankruptcy protection.
The Partnership  owns a 27.78%  interest in this Property.  While the tenant has
neither rejected nor affirmed the one lease it has with the  Partnership,  there
can be no assurance that the lease will not be rejected in the future.  The lost
revenues that would result if the tenant rejects this lease will have an adverse
effect on the equity in earnings of joint  ventures  of the  Partnership  if the
tenancy in common is not able to re-lease the Property in a timely manner.

Major Tenants

         During 2003, three lessees of the Partnership,  Slaymaker Group,  Inc.;
IHOP Properties,  Inc.; and Golden Corral Corporation each contributed more than
10% of the  Partnership's  total rental  revenues  (including the  Partnership's
share of the total rental revenues from  Properties  owned by joint ventures and
Properties owned with affiliates of the General Partners as  tenants-in-common).
As of December 31, 2003,  Slaymaker  Group,  Inc.;  IHOP  Properties,  Inc.; and
Golden  Corral  Corporation  were each the lessee under a lease  relating to one
Property.  It is anticipated that, based on the minimum rental payments required
by the leases,  these three lessees will each  continue to contribute  more than
10% of the  Partnership's  total  rental  revenues in 2004.  In  addition,  four
Restaurant Chains, Tony Romas, Golden Corral Buffet and Grill ("Golden Corral"),
IHOP,  and Arby's each  accounted for more than 10% of the  Partnership's  total
rental revenues in 2003 (including the  Partnership's  share of the total rental
revenues  from  Properties  owned by joint  ventures and  Properties  owned with
affiliates  of the  General  Partners  as  tenants-in-common).  In  2004,  it is
anticipated that these four Restaurant  Chains each will continue to account for
more than 10% of the total rental  revenues to which the Partnership is entitled
under the terms of the leases. Any failure of these lessees or Restaurant Chains
will materially affect the Partnership's operating results if the Partnership is
not able to re-lease the Properties in a timely manner. As of December 31, 2003,
no  single  tenant  or group of  affiliated  tenants  lease  Properties  with an
aggregate  carrying  value  in  excess  of  20%  of  the  total  assets  of  the
Partnership.

Joint Venture and Tenancy in Common Arrangements

         The  Partnership  has  entered  into the  following  joint  venture and
tenancy in common arrangements as of December 31, 2003:
<TABLE>
<CAPTION>

 <c>
         Entity Name             Year      Ownership               Partners                   Property

Cocoa Joint Venture              1988       43.00 %     CNL Income Fund IV, Ltd.         Cocoa, FL

CNL Income Fund II,  Ltd.  and   1997       42.09 %     CNL Income Fund II, Ltd.         Mesa, AZ
     CNL Income  Fund V, Ltd.,
     Tenants in Common

CNL  Income  Fund,  Ltd.,  CNL   1997       27.78%      CNL Income Fund, Ltd.            Vancouver, WA
     Income  Fund  II,   Ltd.,                          CNL Income Fund II, Ltd.
     CNL  Income  Fund V, Ltd.                          CNL Income Fund VI, Ltd.
     and CNL  Income  Fund VI,
     Ltd., Tenants in Common



<PAGE>





         Entity Name             Year      Ownership               Partners                   Property

RTO Joint Venture                1998       53.12%      CNL Income Fund III, Ltd.        Orlando, FL
</TABLE>

         Each  joint  venture  or  tenancy  in  common  was  formed  to hold one
Property.  Each CNL Income Fund is an affiliate of the General Partners and is a
limited partnership  organized pursuant to the laws of the state of Florida. The
Partnership shares management control equally with the affiliates of the General
Partners.

         The joint  venture and tenancy in common  arrangements  provide for the
Partnership and its joint venture and tenancy in common partners to share in all
costs and benefits in proportion to each  partner's  percentage  interest in the
business entity. The Partnership and its partners are also jointly and severally
liable for all debts,  obligations and other liabilities of the joint venture or
tenancy in common.  Net cash flow from  operations is  distributed to each joint
venture  or  tenancy  in  common  partner  in  accordance  with  its  respective
percentage interest in the business entity.

         Each joint venture has an initial term of 15 to 20 years and, after the
expiration of the initial term,  continues in existence from year to year unless
terminated at the option of either joint venturer or by an event of dissolution.
Events of dissolution  include the bankruptcy,  insolvency or termination of any
joint  venturer,  sale of the  Property  owned by the joint  venture  and mutual
agreement of the Partnership and its joint venture partner to dissolve the joint
venture.  Any  liquidation  proceeds,  after  paying  joint  venture  debts  and
liabilities and funding reserves for contingent liabilities, will be distributed
first to the joint venture  partners with positive  capital account  balances in
proportion to such balances  until such balances  equal zero,  and thereafter in
proportion  to each joint  venture  partner's  percentage  interest in the joint
venture.

         The joint  venture  and  tenancy  in common  agreements  restrict  each
party's ability to sell,  transfer or assign its interest without first offering
it for sale to its partner,  either upon such terms and  conditions  as to which
the  parties may agree or, in the event the parties  cannot  agree,  on the same
terms and  conditions  as any offer from a third  party to  purchase  such joint
venture or tenancy in common interest.

         The use of joint venture and tenancy in common  arrangements allows the
Partnership  to fully invest its available  funds at times at which it would not
have  sufficient  funds to purchase an additional  property,  or at times when a
suitable  opportunity to purchase an additional  property is not available.  The
use of joint  venture  and  tenancy in common  arrangements  also  provides  the
Partnership  with  increased  diversification  of its portfolio  among a greater
number of Properties. In addition,  tenancy in common arrangements may allow the
Partnership  to defer the gain for federal  income tax purposes upon the sale of
the Property if the proceeds are reinvested in an additional Property.

Certain Management Services

         RAI  Restaurants,  Inc.  (the  "Advisor"),  an affiliate of the General
Partners,  provided certain  services  relating to management of the Partnership
and its  Properties  pursuant to a management  agreement  with the  Partnership.
Under this agreement, the Advisor is responsible for collecting rental payments,
inspecting  the  Properties  and the tenants'  books and records,  assisting the
Partnership  in  responding  to tenant  inquiries  and  notices,  and  providing
information  to  the  Partnership  about  the  status  of  the  leases  and  the
Properties.  The Advisor also assists the General  Partners in  negotiating  the
leases.  For these  services,  the  Partnership has agreed to pay the Advisor an
annual fee of one percent of the sum of gross operating revenues from Properties
wholly owned by the Partnership plus the Partnership's  allocable share of gross
revenues of joint ventures in which the Partnership is a co-venturer, but not in
excess  of  competitive  fees  for  comparable  services.   Under  the  property
management  agreement,  the  management  fee is  subordinated  to receipt by the
Limited Partners of an aggregate, ten percent, cumulative,  noncompounded annual
return on their adjusted  capital  contributions  (the "10% Preferred  Return"),
calculated in accordance with the Partnership's  limited  partnership  agreement
(the  "Partnership  Agreement").  In any year in which the Limited Partners have
not received the 10% Preferred Return, no property management fee will be paid.

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

         During 2003,  CNL Capital  Management,  Inc.,  ("CCM"),  a wholly owned
subsidiary of CNL Financial  Group,  Inc.,  began  providing  certain  strategic
advisory  services  to  the  General  Partners  relative  to  the  Partnership's
business. CCM is not reimbursed for these services by the Partnership.  CCM also
began  providing  some  accounting  and  portfolio  management  services  to the
Partnership during 2003, through a subcontract with the Advisor.

Competition

         The fast-food and family-style  restaurant business is characterized by
intense  competition.  The restaurants on the Partnership's  Properties  compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains, and restaurants in other well-known national chains,  including
those offering different types of food and service.

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation,  the officers  and  employees of CNL  Restaurant  Properties,  Inc.
(formerly  CNL  American  Properties  Fund,  Inc.),  the  parent  company of the
Advisor,  and the officers and employees of CCM perform certain services for the
Partnership.  In  addition,  the General  Partners  have  available  to them the
resources and  expertise of the officers and  employees of CNL Financial  Group,
Inc.,  a  diversified  real estate  company,  and its  affiliates,  who may also
perform certain services for the Partnership.

Item 2.  Properties

         As of December 31, 2003, the Partnership owned 16 Properties. Of the 16
Properties,  12 are  owned  by the  Partnership  in fee  simple,  two are  owned
indirectly  through  joint  venture  arrangements  and two are owned  indirectly
through tenancy in common arrangements. See Item 1. Business - Joint Venture and
Tenancy in Common Arrangements. The Partnership is not permitted to encumber its
Properties under the terms of its partnership agreement.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 19,600
to 135,000  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.

         The following  table lists the  Properties  owned,  either  directly or
indirectly, by the Partnership as of December 31, 2003 by state.

               State                                       Number of Properties

                Arizona                                              1
                Florida                                              3
                Illinois                                             1
                Indiana                                              2
                Michigan                                             1
                Ohio                                                 1
                Texas                                                4
                Utah                                                 1
                Washington                                           2
                                                                  -----
                TOTAL PROPERTIES                                    16
                                                                  =====



<PAGE>


         Buildings.  Generally, each of the Properties owned, either directly or
indirectly,  by the Partnership  includes a building that is one of a Restaurant
Chain's  approved  designs.  The  buildings  generally are  rectangular  and are
constructed from various  combinations of stucco,  steel,  wood, brick and tile.
Building  sizes  range  from  approximately  1,700 to 10,100  square  feet.  All
buildings  on  Properties  acquired  by the  Partnership  are  freestanding  and
surrounded by paved  parking  areas.  Buildings  are suitable for  conversion to
various uses, although modifications may be required prior to use for other than
restaurant operations. As of December 31, 2003, the Partnership had no plans for
renovation of the Properties. Depreciation expense is computed for buildings and
improvements  using the straight line method using depreciable lives of 31.5 and
39 years for federal income tax purposes.

         As of December 31, 2003, the aggregate cost of the Properties  owned by
the Partnership and unconsolidated  joint ventures  (including  Properties owned
indirectly  through  tenancy-in-common  arrangements)  for  federal  income  tax
purposes was $9,232,377 and $5,175,275, respectively.

         The following  table lists the  Properties  owned,  either  directly or
indirectly, by the Partnership as of December 31, 2003 by Restaurant Chain.

               Restaurant Chain                     Number of Properties

                Arby's                                       2
                Captain D's                                  2
                Chevy's Fresh Mex                            1
                Del Taco                                     1
                Denny's                                      1
                Golden Corral                                2
                IHOP                                         1
                Pizza Hut                                    1
                Ruby Tuesday                                 1
                Taco Bell                                    1
                Tony Romas                                   1
                Waffle House                                 1
                Wendy's                                      1
                                                          -----
                TOTAL PROPERTIES                            16
                                                          =====

         The General Partners consider the Properties to be well-maintained  and
sufficient for the Partnership's operations.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.

         Leases.   The  Partnership   leases  the  Properties  to  operators  of
Restaurant  Chains.  The leases are generally on a long-term "triple net" basis,
meaning that the tenant is responsible for repairs, maintenance, property taxes,
utilities and insurance.

         The  following  is a schedule  of the  average  rent per  Property  and
occupancy rates for the years ended December 31:
<TABLE>
<CAPTION>

 <c>
                                 2003             2002              2001              2000                1999
                             -------------    --------------    -------------     --------------     ---------------

Rental Revenues (1)(2)       $ 1,224,696      $ 1,300,361        $ 1,476,917        $ 1,633,709         $ 1,721,252
Properties (2)                         15                16               18                 18                  20
Average Rent per
    Property                    $  81,646     $      81,273        $  82,051          $  90,762           $  86,063
Occupancy Rate                        94%              100%              90%                81%                 87%
</TABLE>

(1)      Rental revenues include the Partnership's share of rental revenues from
         the Properties  owned  indirectly  through joint venture and tenancy in
         common arrangements.

(2)      Excludes  Properties  that were  vacant at December 31 and that did not
         generate rental revenues.

         The following is a schedule of lease expirations for leases in place as
of December 31, 2003 for each of the next ten years and thereafter.

<TABLE>
<CAPTION>

 <c>
                                                                                     Percentage of
             Expiration               Number             Annual Rental               Gross Annual
              Year                  of Leases              Revenues                 Rental Income
             -----------------    ----------------    ---------------------    --------------------------

              2004                              1                $ 132,151                  10.90%
              2005                             --                       --                      --
              2006                             --                       --                      --
              2007                             --                       --                      --
              2008                              5                  263,519                  21.74%
              2009                              2                  150,736                  12.44%
              2010                             --                       --                      --
              2011                             --                       --                      --
              2012                              1                   68,296                   5.63%
              2013                             --                       --                      --
              Thereafter                        6                  597,724                  49.29%
                                        ----------            -------------           -------------
              Total (1)                        15              $ 1,212,426                 100.00%
                                        ==========            =============           =============
</TABLE>

(1)      Excludes  one  Property  which was vacant and did not  generate  rental
         revenues.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's major tenants as of December 31, 2003 (see Item 1. Business -Major
Tenants),  are  substantially  the same as those described in Item 1. Business -
Leases.

         Slaymaker Group, Inc. leases one Tony Romas restaurant  pursuant to one
lease with an initial  term of 20 years  (expiring  in 2017).  The minimum  base
annual rent for the lease is approximately $167,500.

         Golden Corral Corporation leases one Golden Corral restaurant  pursuant
to one lease with an initial term of 15 years  (expiring  in 2004).  The minimum
base annual rent for the lease is approximately $132,100.

         IHOP Properties,  Inc. leases one IHOP restaurant pursuant to one lease
with an initial  term of 20 years  (expiring  in 2017).  The minimum base annual
rent for the lease is approximately $132,200.


Item 3.  Legal Proceedings

         Neither the Partnership,  nor its General Partners nor any affiliate of
the  Partnership,  nor any of their  respective  Properties,  is a party  to, or
subject to any material pending legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.


<PAGE>


                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

(a)      As of March 12, 2004,  there were 2,423 holders of record of the Units.
There is no public trading market for the Units,  and it is not anticipated that
a public market for the Units will develop.  During 2003,  Limited  Partners who
wished to sell their Units may have  offered the Units for sale  pursuant to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their  distributions used to acquire additional Units (to the
extent Units were  available  for  purchase),  may have done so pursuant to such
Plan. The General Partners have the right to prohibit  transfers of Units.  From
inception  through  December 31, 2003,  the price paid for any Unit  transferred
pursuant to the Plan  ranged from $282 to $475 per Unit.  The price paid for any
Unit  transferred  other than pursuant to the Plan was subject to negotiation by
the purchaser and the selling Limited  Partner.  The Partnership will not redeem
or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 2003 and 2002 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

 <c>
                                            2003 (1)                                   2002 (1)
                               ------------------------------------     ---------------------------------------
                                 High          Low         Average        High          Low          Average
                               ---------    ----------    ----------    ---------    ----------     -----------

       First Quarter              $ 222         $ 191         $ 208        $ 278         $ 206           $ 233
       Second Quarter               319           132           245          245           245             245
       Third Quarter                390           220           270          246           213             229
       Fourth Quarter               285           225           248          254            75             197
</TABLE>

(1)      A total of 698 and 443 Units were  transferred  other than  pursuant to
         the Plan for the years ended December 31, 2003 and 2002, respectively.

         The capital  contribution  per Unit was $500.  All cash  available  for
distribution  will be distributed to the partners  pursuant to the provisions of
the Partnership Agreement.

         For the  years  ended  December  31,  2003 and  2002,  the  Partnership
declared cash distributions of $1,195,945 and $3,577,572,  respectively,  to the
Limited Partners.  Distributions  during 2002 included a special distribution of
$2,150,000 as a result of the  distribution  of sales proceeds from the sales of
the Properties in Huron, Ohio; West Lebanon, New Hampshire;  Bountiful, Utah and
Lawrenceville,  Georgia.  The special  distribution  in 2002 was  effectively  a
return of a portion of the Limited Partners' investment; although, in accordance
with the Partnership  agreement,  $979,322 was applied towards the 10% Preferred
Return,  on a cumulative  basis,  and the balance of $1,170,678 was treated as a
return of capital for purposes of  calculating  the 10% Preferred  Return.  As a
result of the return of capital,  the amount of the Limited  Partners'  invested
capital   contributions  (which  is  generally  the  Limited  Partners'  capital
contributions,   less  distributions  from  the  sale  of  Properties  that  are
considered to be a return of capital) was  decreased;  therefore,  the amount of
the Limited Partners' invested capital  contributions on which the 10% Preferred
Return  is  calculated  was  lowered  accordingly.  As a result  of the sales of
Properties during 2001 and 2002, the  Partnership's  total revenues were reduced
during 2002 and 2003 and are expected to remain reduced in subsequent years. The
decrease in  Partnership  revenues,  combined  with the fact that a  significant
portion  of the  Partnership's  expenses  are  fixed in  nature,  resulted  in a
decrease in cash  distributions  to the Limited Partners  commencing  during the
quarters  ended March and September  2002 and June 2003. No  distributions  have
been made to the General Partners to date.

         As indicated in the chart below,  these  distributions were declared at
the close of each of the Partnership's calendar quarters.  These amounts include
monthly  distributions  made in arrears  for the  Limited  Partners  electing to
receive such distributions on this basis.


<PAGE>



             Quarter Ended                   2003                2002
        -------------------------       ---------------     ----------------

        March 31                            $  351,232          $ 1,512,606
        June 30                                281,571            1,362,501
        September 30                           281,571              351,233
        December 31                            281,571              351,232

         The  Partnership  intends to  continue  to make  distributions  of cash
available  for  distribution  to the  Limited  Partners  on a  quarterly  basis,
although some Limited  Partners,  in  accordance  with their  election,  receive
monthly distributions, for an annual fee.

(b)      Not applicable.


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

 <c>
                                            2003             2002              2001             2000              1999
                                        -------------    --------------    -------------    --------------    -------------

Year ended December 31:
Continuing Operations (4):
  Revenues                                $ 1,013,540       $ 1,024,153      $1,261,978        $1,294,848       $1,353,192
  Equity in earnings of
     unconsolidated joint
     ventures                                 195,986           198,037         157,935           151,430          337,698
     Income from continuing
       operations (1)                         793,468         1,394,238         949,278           811,968        1,274,973

Discontinued Operations (4):
     Revenues                                  25,902            70,832         158,845           184,187          187,258
     Income (loss) from and gain
      on disposal of
      discontinued operations (3)              (2,020 )         228,213          (3,305  )        157,602          160,673

   Net income                                 791,448         1,622,451         945,973           969,570        1,435,646

Income (loss) per Unit:
   Continuing operations                    $   15.87          $  27.88        $  18.99         $   16.24        $   25.50
   Discontinued operations                      (0.04 )            4.57           (0.07  )           3.15             3.21
                                        -------------    --------------    -------------    --------------    -------------
                                            $   15.83          $  32.45        $  18.92         $   19.39        $   28.71
                                        =============    ==============    =============    ==============    =============

   Cash distributions declared (2)          1,195,945       $ 3,577,572      $3,471,032        $2,375,000       $2,000,000

   Cash distributions
     declared per unit (2)                      23.92             71.55           69.42             47.50            40.00

   At December 31:
   Total assets                           $ 9,907,243      $ 10,369,047     $12,306,054       $14,848,256      $16,680,780
   Total partners' capital                  9,372,641         9,777,138      11,732,259        14,257,318       15,662,748
</TABLE>



<PAGE>


(1)      Income from  continuing  operations  for the years ended  December  31,
         2002, 2001, 2000, and 1999 includes $571,759,  $171,130,  $15,088,  and
         $396,066,  respectively,  from gains on sale of  assets.  For the years
         ended December 31, 2003,  2001,  2000, and 1999 income from  continuing
         operations  includes  $72,734,  $156,643,  $142,373,  and  $308,310 for
         provisions  for  write-down of assets.  For the year ended December 31,
         2000 income from  continuing  operations  includes  $9,763 from gain on
         dissolution of consolidated joint venture.

(2)      Distributions  for the years ended  December  31,  2002,  2001 and 2000
         included  special  distributions to the Limited Partners of $2,150,000,
         $1,750,000 and $500,000, respectively.

(3)      Income from  discontinued  operations  for the year ended  December 31,
         2002  includes  $193,496  in gains  from  sales of  assets.  Loss  from
         discontinued  operations for the years ended December 31, 2003 and 2001
         includes a provision  for  write-down of assets of $5,127 and $134,726,
         respectively.

(4)      Certain items in the prior years' financial data have been reclassified
         to conform to 2003 presentation. This reclassification had no effect on
         net income. The results of operations  relating to properties that were
         identified for sale as of December 31, 2001 but sold  subsequently  are
         reported as continuing  operations.  The results of operations relating
         to  properties  that were either  identified  for sale and  disposed of
         subsequent to January 1, 2002 or were classified as held for sale as of
         December  31, 2003 are  reported  as  discontinued  operations  for all
         periods presented.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes contained in Item 8 hereof.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The  Partnership was organized on August 17, 1988, to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be constructed,  which are leased  primarily to operators of
Restaurant Chains. The leases are generally  triple-net leases,  with the lessee
generally responsible for all repairs and maintenance, property taxes, insurance
and  utilities.  The leases  provide for  minimum  base  annual  rental  amounts
(payable  in  monthly   installments)  ranging  from  approximately  $42,000  to
$222,800. The majority of the leases provide that, commencing in specified lease
years  (generally the sixth lease year), the annual base rent required under the
terms of the lease will  increase.  As of December  31,  2001,  the  Partnership
directly owned 16 Properties and owned four Properties  indirectly through joint
venture or tenancy in common arrangements. As of December 31, 2003 and 2002, the
Partnership owned 12 Properties directly and four Properties  indirectly through
joint venture or tenancy in common arrangements.

Capital Resources

         For the years ended December 31, 2003,  2002, and 2001, the Partnership
generated  cash  from  operating  activities  of  $1,090,687,   $1,049,272,  and
$1,365,832,  respectively. The increase in cash from operating activities during
2003 as compared to 2002 and the  decrease in 2002,  as compared to the previous
year, was a result of changes in the Partnership's  working capital, such as the
timing of transactions relating to the collection of receivables and the payment
of  expenses,  and  changes  in income and  expenses,  such as changes in rental
revenues and changes in operating and Property related expenses.

         Other sources and uses of cash included the following  during the years
ended December 31, 2003, 2002, and 2001.

         The Partnership  had a mortgage note  receivable  relating to a sale in
1995 of a Property  in Myrtle  Beach,  South  Carolina.  In February  2001,  the
Partnership   received  a  balloon   payment  of  $999,083  which  included  the
outstanding principal balance and $12,084 of accrued interest and, in connection
therewith,  recognized the remaining gain of $136,034 relating to this Property.
During  2001,  the  Partnership  distributed  the amount  collected as a special
distribution to the Limited Partners.

         During the year ended  December 31,  1999,  the  Partnership  collected
$1,043,770  representing the outstanding  balance of a promissory note issued in
connection with the 1996 sale of a Property in St. Cloud, Florida.  During 2000,
the  Partnership  distributed  $500,000  of the  amount  collected  as a special
distribution  to the Limited  Partners,  and the majority of the  remaining  net
sales proceeds were distributed in 2001.

         In March 2001, the Partnership sold its Property in Daleville,  Indiana
to a third party and received net sales proceeds of $300,386 resulting in a gain
of $35,096. The Partnership had previously recorded provisions for write-down of
assets  relating to this Property  because the tenant  terminated the lease with
the  Partnership.  In  connection  with the sale,  the  Partnership  incurred  a
deferred,  real  estate  disposition  fee of $9,750.  Payment of the real estate
disposition  fee is  subordinated  to receipt  by the  Limited  Partners  of the
cumulative 10% Preferred Return, plus their adjusted capital contributions.  The
Partnership  distributed  the majority of the net sales  proceeds to the Limited
Partners.

         During 2001,  the  Partnership  collected  the  outstanding  balance of
$4,401  relating to the  promissory  note that was issued in 1997 in  connection
with Properties in Connorsville and Richmond, Indiana.

         During 2002, the Partnership  sold its Properties in Huron,  Ohio; West
Lebanon,  New  Hampshire;  and  Bountiful,  Utah and received net sales proceeds
aggregating approximately $1,902,800. The Partnership recorded gains aggregating
approximately  $571,700  relating  to the sale of these  Properties.  Since  the
Partnership  had recorded  provisions for write-down of assets in previous years
relating to the Property in Huron,  Ohio because the tenant terminated its lease
in 2001,  no gain or loss was recorded on the sale.  In addition,  in June 2002,
the Partnership  sold its Property in  Lawrenceville,  Georgia to the tenant and
received  net sales  proceeds of  $847,000,  resulting  in a gain on disposal of
discontinued  operations of  approximately  $193,500.  In connection  with these
sales,  the  Partnership  incurred  deferred,  real estate  disposition  fees of
$83,430.  Payment of the real estate  disposition fee is subordinated to receipt
by the Limited  Partners of the  cumulative  10%  Preferred  Return,  plus their
adjusted  capital  contributions.  The Partnership  used the majority of the net
sales proceeds to pay special  distributions to the Limited  Partners,  and used
the remaining funds to pay Partnership liabilities.

         In November  2003,  the  Partnership  sold an excess  parcel of land in
Connorsville,  Indiana and received net sales proceeds of approximately $97,000.
Because the  Partnership  had previously  recorded a provision for write-down of
assets  of  approximately  $72,700  for  this  Property,  no gain  or  loss  was
recognized  relating to the sale. In connection  with the sale, the  Partnership
incurred a deferred,  real estate disposition fee of $4,500. Payment of the real
estate disposition fee is subordinated to receipt by the Limited Partners of the
cumulative 10% Preferred Return, plus their adjusted capital contributions.  The
General  Partners  intend  to use the  proceeds  received  from  the sale to pay
Partnership liabilities, including distributions to the Limited Partners.

         In  October  2003,  Chevy's,  Inc.,  the  tenant  of  the  Property  in
Vancouver,  Washington  which the  Partnership  owns as  tenants-in-common  with
affiliates of the General Partners,  filed for Chapter 11 bankruptcy protection.
The Partnership  owns a 27.78%  interest in this Property.  While the tenant has
neither rejected nor affirmed the one lease it has with the  Partnership,  there
can be no assurance that the lease will not be rejected in the future.  The lost
revenues that would result if the tenant rejects this lease will have an adverse
effect on the equity in earnings of joint  ventures  of the  Partnership  if the
tenancy in common is not able to re-lease the Property in a timely manner.

         None of the Properties owned by the Partnership,  or the joint ventures
or tenancy in common arrangements in which the Partnership owns an interest,  is
or may be  encumbered.  Under its  partnership  agreement,  the  Partnership  is
prohibited from borrowing for any purpose;  provided,  however, that the General
Partners or their affiliates are entitled to reimbursement,  at cost, for actual
expenses  incurred by the General  Partners or their affiliates on behalf of the
Partnership.  Affiliates of the General Partners from time to time incur certain
operating  expenses  on behalf  of the  Partnership  for  which the  Partnership
reimburses the affiliates without interest.

         At December 31,  2003,  the  Partnership  had $378,396 in cash and cash
equivalents  as compared to $456,266 at December 31, 2002. At December 31, 2003,
these funds were held in a  non-interest  bearing  demand  deposit  account at a
commercial  bank. The funds  remaining at December 31, 2003, will be used to pay
distributions and other liabilities of the Partnership.



<PAGE>


Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and generally  leasing them under  triple-net  leases to operators who generally
meet  specified  financial  standards  minimizes  the  Partnership's   operating
expenses. The General Partners believe that the leases will continue to generate
net cash flow in excess of operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The General  Partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners do not believe that  working  capital  reserves  are  necessary at this
time.  In  addition,  because  the leases of the  Partnership's  Properties  are
generally on a triple-net  basis, it is not anticipated that a permanent reserve
for  maintenance  and repairs will be  established  at this time. To the extent,
however,  that the Partnership  has  insufficient  funds for such purposes,  the
General Partners will contribute to the Partnership an aggregate amount of up to
one percent of the offering proceeds for maintenance and repairs.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on  current  and  anticipated  future  cash from  operating
activities, and for the years ended December 31, 2002 and 2001, a portion of the
sales  proceeds  received from the sales of the  Properties,  and  collection of
amounts due under two promissory notes, the Partnership  declared  distributions
to the Limited Partners of $1,195,945,  $3,577,572, and $3,471,032 for the years
ended  December  31,  2003,  2002  and  2001,   respectively.   This  represents
distributions of $23.92, $71.55 and $69.42 per Unit for the years ended December
31, 2003,  2002, and 2001,  respectively.  Distributions  during 2002 included a
special  distribution  of  $2,150,000 as a result of the  distribution  of sales
proceeds  from the  sales of the  Properties  in West  Lebanon,  New  Hampshire;
Bountiful, Utah and Lawrenceville, Georgia. Distributions during 2001 included a
special  distribution  of  $1,750,000 as a result of the  distribution  of sales
proceeds  from  the  sale  of  the  Property  in  Daleville,   Indiana  and  the
distribution of amounts  collected from the promissory notes related to the 1995
and 1996 sales of the Properties in Myrtle Beach,  South Carolina and St. Cloud,
Florida,   respectively.  The  special  distributions  in  2002  and  2001  were
effectively a return of a portion of the Limited Partners' investment; although,
in accordance  with the  Partnership  agreement,  $979,322 and  $1,336,152  were
applied towards the 10% Preferred Return, on a cumulative basis, and the balance
of  $1,170,678  and  $413,848 was treated as a return of capital for purposes of
calculating the 10% Preferred Return. As a result of the return of capital,  the
amount  of the  Limited  Partners'  invested  capital  contributions  (which  is
generally the Limited Partners' capital  contributions,  less distributions from
the sale of  Properties  that are  considered  to be a return  of  capital)  was
decreased;  therefore,  the amount of the  Limited  Partners'  invested  capital
contributions  on which the 10%  Preferred  Return  is  calculated  was  lowered
accordingly.  The Partnership  intends to continue to make distributions of cash
available for distribution to the Limited Partners on a quarterly basis.

         During 2000, the General  Partners waived their right to receive future
distributions  from the Partnership,  including both  distributions of operating
cash flow and  distributions  of  liquidation  proceeds,  to the extent that the
cumulative amount of such distributions  would exceed the balance in the General
Partners'  capital  account as of December  31, 1999.  Accordingly,  the General
Partners were not allocated any net income and did not receive any distributions
during the years ended December 31, 2003, 2002, and 2001.

         As of  December  31,  2003 and 2002,  the  Partnership  owed $7,389 and
$10,161, respectively, to affiliates for accounting and administrative services.
As of March 12, 2004,  the  Partnership  had reimbursed the affiliates for these
amounts. In addition,  during 2003 and 2002, the Partnership incurred $4,500 and
$83,430,  respectively, in real estate disposition fees due to an affiliate as a
result of its services in connection with the sale of the parcel of land in 2003
and four  Properties in 2002. As of December 31, 2003 and 2002, the  Partnership
owed  $201,630  and  $197,130  respectively,   to  affiliates  for  real  estate
disposition  fees.  The  payment  of such fees is  deferred  until  the  Limited
Partners have received the sum of their 10% Preferred  Return and their adjusted
capital  contributions.  Other  liabilities,  including  distributions  payable,
decreased to $325,583 at December 31, 2003,  from $384,618 at December 31, 2002,
primarily due to a decrease in  distributions  payable.  Liabilities at December
31, 2003, to the extent they exceed cash and cash equivalents, will be paid from
anticipated future cash from operating activities.

Off-Balance Sheet Transactions

         The Partnership holds interests in various unconsolidated joint venture
and  tenancy  in common  arrangements  that are  accounted  for using the equity
method.  The  General  Partners  do not  believe  that any such  interest  would
constitute an off-balance sheet arrangement requiring any additional disclosures
under the provisions of the Sarbanes-Oxley Act of 2002.

Contractual Obligations, Contingent Liabilities, and Commitments

         The Partnership has no contractual obligations, contingent liabilities,
or commitments as of December 31, 2003.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Critical Accounting Policies

         The  Partnership's  leases are  accounted  for under the  provisions of
Statement of Financial  Accounting  Standards  No. 13,  "Accounting  for Leases"
("FAS 13"),  and have been  accounted  for using either the direct  financing or
operating  method.  FAS 13 requires  management to estimate the economic life of
the leased  property,  the residual value of the leased property and the present
value of minimum  lease  payments to be received  from the tenant.  In addition,
management  assumes  that all  payments  to be  received  under its  leases  are
collectible.   Changes  in  management's   estimates  or  assumption   regarding
collectibility  of lease payments could result in a change in accounting for the
lease.

         The Partnership  accounts for its  unconsolidated  joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is  appropriate  for entities that are partially
owned by the  Partnership,  but for which  operations of the investee are shared
with other partners.  The  Partnership's  joint venture  agreements  require the
consent of all partners on all key  decisions  affecting  the  operations of the
underlying Property.

         Management  reviews the  Partnership's  Properties  and  investments in
unconsolidated  entities for impairment at least once a year or whenever  events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be  recoverable.  The  assessment  is based on the  carrying  amount  of the
Property or investment at the date it is tested for  recoverability  compared to
the sum of the estimated future cash flows expected to result from its operation
and sale through the expected holding period. If an impairment is indicated, the
asset is adjusted to its estimated fair value.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets."  Accordingly,  when the  Partnership  makes the
decision  to sell or commits to a plan to sell a Property  within one year,  its
operating results are reported as discontinued operations.

Results of Operations

Comparison of year ended December 31, 2003 to year ended December 31, 2002

         Total rental revenues from  continuing  operations were $940,326 during
the year ended  December 31, 2003 as compared to $961,361 for the same period of
2002. The decrease in rental revenues from continuing operations during 2003 was
primarily  the  result  of  a  lease  amendment   related  to  the  Property  in
Connorsville,  Indiana.  The General  Partners do not believe that the amendment
will  have a  material  adverse  effect  on the  results  of  operations  of the
Partnership.  In  addition,  the  decrease in rental  revenues  from  continuing
operations  during  2003  was  also  partially  attributable  to the sale of the
Property in Bountiful, Utah in 2002.

         The Partnership also earned $69,523 in contingent rental income for the
year ended December 31, 2003 as compared to $53,922 for the same period of 2002.
The increase in  contingent  rental income during 2003 was due to an increase in
gross sales of certain  restaurant  Properties,  the leases of which require the
payment of contingent rent.

         For the year ended December 31, 2003, the  Partnership  earned $195,986
as  compared  to $198,037  during the same  period of 2002  attributable  to net
income earned by  unconsolidated  joint  ventures in which the  Partnership is a
co-venturer. Net income earned by joint ventures during 2003, as compared to the
same  period of 2002,  remained  constant  as there was no change in the  leased
Property portfolio owned by the joint ventures and tenancies in common.

         During  the  year  ended  December  31,  2003,  three  lessees  of  the
Partnership,  Slaymaker  Group,  Inc., IHOP  Properties,  Inc. and Golden Corral
Corporation  each contributed  more than 10% of the  Partnership's  total rental
revenues  (including the  Partnership's  share of the total rental revenues from
Properties  owned by  unconsolidated  joint ventures and  Properties  owned with
affiliates  of the General  Partners as  tenants-in-common).  As of December 31,
2003,  Slaymaker Group, Inc., IHOP Properties Inc. and Golden Corral Corporation
were each the lessee under a lease  relating to one Property.  It is anticipated
that, based on the minimum rental payments  required by the leases,  these three
lessees  will each  continue to  contribute  more than 10% of the  Partnership's
total rental revenues during 2004. In addition,  four  Restaurant  Chains,  Tony
Romas,  Golden  Corral,  IHOP and Arby's each accounted for more than 10% of the
Partnership's  total rental revenues  during 2003  (including the  Partnership's
share of the total rental revenues from Properties owned by unconsolidated joint
ventures  and  Properties  owned with  affiliates  of the  General  Partners  as
tenants-in-common).  It is anticipated  that these four  Restaurant  Chains each
will continue to account for more than 10% of the total rental revenues to which
the Partnership is entitled under the terms of the leases.  Any failure of these
lessees or Restaurant Chains will materially affect the Partnership's  operating
results if the  Partnership  is not able to re-lease the  Properties in a timely
manner.

         Operating expenses,  including  depreciation  expense and provision for
write-down  of assets,  were  $416,058  for the year ended  December 31, 2003 as
compared to  $399,711  for the same period of 2002.  The  increase in  operating
expenses during 2003 was the result of the Partnership recording a provision for
write-down of assets of  approximately  $72,700 related to the parcel of land in
Connorsville,  Indiana.  The  increase  during  2003 was  partially  offset by a
decrease  in costs  incurred  for  administrative  expenses  for  servicing  the
Partnership and its Properties.  In addition, during the year ended December 31,
2002,  the  Partnership  incurred  expenses  such as legal fees and  repairs and
maintenance  related to the Property in West Lebanon,  New Hampshire,  which was
sold during 2002.

         As a  result  of the  sales  of the  Properties  in West  Lebanon,  New
Hampshire and Bountiful,  Utah, during 2002, the Partnership recognized gains of
$571,759. Because these Properties were identified for sale prior to the January
2002  implementation  of  Statement of Financial  Accounting  Standards  No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets", the results of
operations  relating to these Properties were included as Income from Continuing
Operations in the accompanying financial statements.

         During  2002,  the  Partnership  identified  and sold its  Property  in
Lawrenceville,  Georgia.  The  Partnership  recognized  a gain of  approximately
$193,500 on the sale. The Partnership had recorded a provision for write-down of
assets in a previous year relating to this Property.  The provision  represented
the difference  between the net carrying value of the Property and its estimated
fair value.  The tenant  exercised its option to purchase the Property under the
terms of the  lease  and the  proceeds  from the sale  were  distributed  to the
Limited  Partners  as a  special  distribution.  During  2003,  the  Partnership
identified for sale its Property in Livingston,  Texas.  The tenant  experienced
financial  difficulties,  vacated  the  Property  in May 2003 and ceased  making
rental  payments.  As  a  result,  the  Partnership  recorded  a  provision  for
write-down of assets of  approximately  $5,100.  The provision  represented  the
difference  between the carrying  value of the Property and its  estimated  fair
value.  These  Properties  are  classified  as  discontinued  operations  in the
accompanying financial statements.  The Partnership recognized a net rental loss
(rental  revenues less Property related expenses and provision for write-down of
assets)  of $2,020  and net rental  income of  $34,717  during  the years  ended
December 31, 2003 and 2002, respectively, relating to these Properties.

Comparison of year ended December 31, 2002 to year ended December 31, 2001

         Total rental revenues from  continuing  operations were $961,361 during
the year ended  December 31, 2002 as compared to $1,053,211  for the same period
of 2001.  Rental revenues from  continuing  operations were lower in 2002 due to
the sale of Properties, as described above. The Partnership used the majority of
the net sales proceeds from the sale of these  Properties to make  distributions
to the Limited Partners.

         The Partnership also earned $53,922 in contingent rental income for the
year ended December 31, 2002 as compared to $94,469 for the same period of 2001.
The decrease in contingent  rental income  during 2002 was  attributable  to the
sale of  Properties,  and to a decrease  in gross  sales of  certain  restaurant
Properties, the leases of which require the payment of contingent rent.

         During the year ended  December 31, 2001,  the  Partnership  recognized
$52,676 in lease  termination  income from the former  tenant of the Property in
Huron,  Ohio as  consideration  for the Partnership  releasing the former tenant
from its obligation under the terms of its lease.

         During the year ended  December 31, 2002, the  Partnership  also earned
$8,870 as compared to $48,249 for the same period of 2001 in interest  and other
income.  The decrease in interest and other income during 2002 was  attributable
to a  decrease  in the  average  cash  balance  due to the  payment of a special
distribution of $2,150,000 of net sales proceeds to the Limited  Partners during
2002 and due to a decline in interest rates.

         For the year ended December 31, 2002, the  Partnership  earned $198,037
as  compared  to $157,935  during the same  period of 2001  attributable  to net
income earned by  unconsolidated  joint  ventures in which the  Partnership is a
co-venturer.  The increase in net income earned by unconsolidated joint ventures
during 2002 was primarily  attributable to the fact that the Partnership and CNL
Income Fund II,  Ltd.,  as  tenants-in-common,  re-leased  the Property in Mesa,
Arizona,  to a new tenant in September 2001 with terms substantially the same as
the Partnership's other leases. The former tenant of the Property,  in which the
Partnership  owns an  approximate  42% interest with an affiliate of the General
Partners,  as  tenants-in-common,  had filed for  bankruptcy in 1998 and in June
2000 had rejected the lease.

         Operating expenses,  including  depreciation  expense and provision for
write-down  of assets,  were  $399,711  for the year ended  December 31, 2002 as
compared to $628,392 for the same period of 2001. Operating expenses were higher
in 2001 because the  Partnership  recorded a provision for  write-down of assets
for the  Property  in Huron,  Ohio  amounting  to  approximately  $156,600.  The
provision  represented  the  difference  between the net  carrying  value of the
Property and its estimated fair value.

         In addition, operating expenses were higher during 2001 due to the fact
that the Partnership incurred certain expenses, such as repairs and maintenance,
insurance  and real estate  taxes,  as a result of the tenant of the Property in
West Lebanon,  New Hampshire  defaulting under the terms of its lease and due to
the tenant of the  Property in Huron,  Ohio  terminating  its lease.  In January
2002, the Partnership  sold these  Properties.  The  Partnership  will not incur
expenses relating to these Properties in the future.

         The decrease in operating  expenses  during the year ended  December 31
2002,  as  compared  to the same  period of 2001,  was also  partially  due to a
decrease in the costs  incurred for  administrative  expenses for  servicing the
Partnership and its Properties and due to lower depreciation expense during 2002
as a result of the sale of four Properties, as described above.

         As a result of the sales of three Properties  during 2002, as described
above,  the  Partnership  recognized  gains of  $571,759.  During the year ended
December 31, 2001, the Partnership  recognized  approximately  $136,000 in gains
from  Properties  sold in 1995 and  1996,  which  were  accounted  for using the
installment  sales method.  In addition,  the  Partnership  sold the Property in
Daleville, Indiana and recognized approximately $35,000 in gains during 2001.

         The General Partners continuously  evaluate strategic  alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the Limited
Partners.

         The  Partnership's  leases as of December  31,  2003,  are, in general,
triple-net  leases and  contain  provisions  that the General  Partners  believe
mitigate  the adverse  effect of  inflation.  Such  provisions  include  clauses
requiring the payment of percentage rent based on certain restaurant sales above
a specified  level and/or  automatic  increases in base rent at specified  times
during the term of the lease.  Inflation,  overall,  has had a minimal effect on
the results of  operations  of the  Partnership.  Continued  inflation may cause
capital  appreciation of the  Partnership's  Properties.  Inflation and changing
prices, however, also may have an adverse impact on the sales of the restaurants
and on potential capital appreciation of the Properties.

         In January 2003,  the Financial  Accounting  Standards  Board  ("FASB")
issued  FASB  Interpretation  No.  46 ("FIN  46"),  "Consolidation  of  Variable
Interest Entities" to expand upon and strengthen  existing  accounting  guidance
that  addresses  when a company  should  include  the  assets,  liabilities  and
activities of another entity in its financial  statements.  To improve financial
reporting by companies involved with variable interest entities, FIN 46 requires
that a variable  interest entity be consolidated by a company if that company is
subject  to a  majority  risk  of  loss  from  the  variable  interest  entity's
activities or entitled to receive a majority of the entity's residual returns or
both.  Prior to FIN 46, a  company  generally  included  another  entity  in its
consolidated  financial  statements  only if it  controlled  the entity  through
voting interests.  In December 2003, the FASB issued FASB Interpretation No. 46R
("FIN 46R"), to clarify some of the provisions of FIN 46. Under FIN 46R, special
effective date provisions apply to entities that have fully or partially applied
FIN 46  prior  to  issuance  of FIN 46R.  Otherwise,  application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
structures that are commonly referred to as special-purpose entities for periods
ending after December 15, 2003. Application by public entities, other than small
business issuers,  for all other types of variable interest entities is required
in financial statements for periods ending after March 15, 2004. The Partnership
did not fully or partially  apply FIN 46 prior to the issuance of FIN 46R. Also,
the Partnership  does not have interests in structures  commonly  referred to as
special-purpose entities.  Therefore,  application of FIN 46R is required in the
Partnership's  financial statements for periods ending after March 15, 2004. The
General  Partners  believe  adoption  of this  standard  may  result  in  either
consolidation  or  additional  disclosure   requirements  of  the  Partnership's
unconsolidated  joint  ventures,  which are  currently  accounted  for under the
equity method.  However,  such  consolidation  is not expected to  significantly
impact the Partnership's results of operations.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


Item 8.  Financial Statements and Supplementary Data


<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                                    CONTENTS






                                                                          Page

Report of Independent Certified Public Accountants                         17

Financial Statements:

     Balance Sheets                                                        18

     Statements of Income                                                  19

     Statements of Partners' Capital                                       20

     Statements of Cash Flows                                           21-22

     Notes to Financial Statements                                      23-35







<PAGE>










               Report of Independent Certified Public Accountants




To the Partners
CNL Income Fund V, Ltd.


In our opinion,  the accompanying  balance sheets and the related  statements of
income,  of partners'  capital and of cash flows present fairly, in all material
respects,  the financial  position of CNL Income Fund V, Ltd. (a Florida limited
partnership)  at December 31, 2003 and 2002,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2003 in conformity with accounting  principles  generally accepted in the United
States  of  America.  In  addition,  in our  opinion,  the  financial  statement
schedules listed in the index appearing under item 15(a)(2)  present fairly,  in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related financial  statements.  These financial  statements
and financial  statement  schedules are the  responsibility of the Partnership's
management;  our  responsibility  is to express  an  opinion on these  financial
statements and financial  statement  schedules based on our audits. We conducted
our audits of these statements in accordance with auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

As  described in Note 1 to the  financial  statements,  on January 1, 2002,  the
Partnership  adopted  Statement  of  Financial   Accounting  Standards  No.  144
"Accounting for the Impairment or Disposal of Long-Lived Assets."




/s/ PricewaterhouseCoopers LLP

Orlando, Florida
March 24, 2004



<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

 <c>
                                                                                      December 31,
                                                                              2003                     2002
                                                                       -------------------      -------------------

                          ASSETS

Real estate properties with operating leases, net                           $   5,660,976            $   5,825,135
Net investment in direct financing leases                                       1,161,173                1,196,659
Real estate held for sale                                                         387,625                  568,699
Investment in joint ventures                                                    1,935,639                1,933,290
Cash and cash equivalents                                                         378,396                  456,266
Receivables, less allowance for doubtful accounts of
     $60,252 and $8,040, respectively                                               1,774                   25,233
Due from related parties                                                              745                       --
Accrued rental income                                                             374,571                  358,503
Other assets                                                                        6,344                    5,262
                                                                       -------------------      -------------------

                                                                            $   9,907,243            $  10,369,047
                                                                       ===================      ===================

             LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                                         $     4,357             $     10,324
Real estate taxes payable                                                          10,583                    6,935
Distributions payable                                                             281,571                  351,233
Due to related parties                                                            209,019                  207,291
Rents paid in advance and deposits                                                 29,072                   16,126
                                                                       -------------------      -------------------

       Total liabilities                                                          534,602                  591,909

Partners' capital                                                               9,372,641                9,777,138
                                                                       -------------------      -------------------

                                                                            $   9,907,243            $  10,369,047
                                                                       ===================      ===================
</TABLE>
                See accompanying notes to financial statements.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>

 <c>
                                                                                         Year Ended December 31,
                                                                              2003                 2002              2001
                                                                         ----------------    -----------------  ----------------

Revenues:
     Rental income from operating leases                                     $   811,306          $   828,887       $   914,319
     Earned income from direct financing leases                                  129,020              132,474           138,892
     Contingent rental income                                                     69,523               53,922            94,469
     Lease termination income                                                         --                   --            52,676
     Interest and other income                                                     3,691                8,870            48,249
                                                                         ----------------    -----------------  ----------------
                                                                               1,013,540            1,024,153         1,248,605
                                                                         ----------------    -----------------  ----------------
Expenses:
     General operating and administrative                                        168,921              190,408           201,218
     Property related                                                              5,681               35,323            66,406
     State and other taxes                                                         4,562                9,806               545
     Depreciation                                                                164,160              164,174           203,580
     Provision for write-down of assets                                           72,734                   --           156,643
                                                                         ----------------    -----------------  ----------------
                                                                                 416,058              399,711           628,392
                                                                         ----------------    -----------------  ----------------

Income before gain on sale of assets and equity in earnings of
     unconsolidated joint ventures                                               597,482              624,442           620,213

Gain on sale of assets                                                                --              571,759           171,130

Equity in earnings of unconsolidated joint ventures                              195,986              198,037           157,935
                                                                         ----------------    -----------------  ----------------

Income from continuing operations                                                793,468            1,394,238           949,278
                                                                         ----------------    -----------------  ----------------

Discontinued operations
     Income (loss) from discontinued operations                                  (2,020)               34,717            (3,305  )
     Gain on disposal of discontinued operations                                      --              193,496                --
                                                                         ----------------    -----------------  ----------------
                                                                                 (2,020)              228,213            (3,305  )
                                                                         ----------------    -----------------  ----------------

Net income                                                                   $   791,448         $  1,622,451       $   945,973
                                                                         ================    =================  ================

Income (loss) per limited partner unit:
     Continuing operations                                                   $    15.87            $    27.88        $    18.99
     Discontinued operations                                                      (0.04)                 4.57             (0.07  )
                                                                         ----------------    -----------------  ----------------

                                                                              $    15.83           $    32.45        $    18.92
                                                                         ================    =================  ================

Weighted average number of limited partner units outstanding                      50,000               50,000            50,000
                                                                         ================    =================  ================

</TABLE>
                See accompanying notes to financial statements.


<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2003, 2002, and 2001

<TABLE>
<CAPTION>

 <c>
                                         General Partners                                      Limited Partners
                               ------------------------------------   -----------------------------------------------------------
                                                     Accumulated                                               Accumulated
                                Contributions         Earnings         Contributions       Distributions         Earnings
                               -----------------   ----------------   -----------------   ----------------   -----------------

Balance, December 31, 2000         $    343,200        $   170,826       $  25,000,000     $ (27,981,567)       $  19,589,859

    Distributions to limited
       partners ($69.42 per
       limited partner  unit)                --                 --            (413,848 )      (3,057,184)                  --
    Net income                               --                 --                  --                 --             945,973
                               -----------------   ----------------   -----------------   ----------------   -----------------

Balance, December 31, 2001              343,200            170,826          24,586,152       (31,038,751)          20,535,832

    Distributions to limited
       partners ($71.55 per
       limited partner  unit)                --                 --          (1,170,678 )      (2,406,894)                  --
    Net income                               --                 --                  --                 --           1,622,451
                               ----------------    ----------------   -----------------   ----------------   -----------------

Balance, December 31, 2002              343,200            170,826          23,415,474       (33,445,645)          22,158,283

    Distributions to limited
       partners ($23.92 per
       limited partner  unit)                --                 --                  --        (1,195,945)                  --
    Net income                               --                 --                  --                 --             791,448
                               -----------------   ----------------   -----------------   -----------------  ----------------

Balance, December 31, 2003         $    343,200        $   170,826       $  23,415,474     $ (34,641,590)       $  22,949,731
                               =================   ================   =================   ================   =================

</TABLE>
                See accompanying notes to financial statements.


<PAGE>

-------------
 Syndication
    Costs            Total
--------------   --------------

$ (2,865,000)      $14,257,318



           --      (3,471,032)
           --          945,973
--------------   --------------

  (2,865,000)       11,732,259



           --      (3,577,572)
           --        1,622,451
--------------   ----------------

  (2,865,000)        9,777,138



           --      (1,195,945)
           --          791,448
--------------   --------------

$ (2,865,000)       $9,372,641
==============   ==============




<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

 <c>

                                                                           Year Ended December 31,
                                                              2003                2002                 2001
                                                        -----------------  --------------------  ------------------


     Cash Flows from Operating Activities:
         Net income                                        $     791,448        $    1,622,451        $    945,973
                                                        -----------------  --------------------  ------------------
         Adjustments to reconcile net income to
            net cash provided by operating
            activities:
                Depreciation                                     171,312               181,293             229,845
                Amortization of net investment in
                  direct financing leases                         35,486                32,031              27,765
                Equity in earnings (loss) of
                  unconsolidated joint ventures,
                  net of distributions                            (2,349 )              (2,454 )             9,024
                Gain on sale of assets                                --              (765,255 )          (171,130 )
                Provisions for write-down of                      77,861                    --             291,369
                  assets
                Decrease in accrued interest on
                  mortgage note receivable                            --                    --              16,866
                Decrease in receivables                           22,714                22,961             102,431
                Increase in other assets                          (1,082 )              (1,097 )            (1,355 )
                Increase in accrued rental income                (17,058 )             (54,367 )           (65,305 )
                Decrease in accounts payable and
                  accrued expenses and escrowed
                  real estate taxes payable                       (2,319 )              (3,110 )           (20,825 )
                Increase in due to related parties                 1,728                 5,276               1,700
                Increase (decrease) in rents paid
                  in advance and deposits                         12,946                11,543                (526 )
                                                        -----------------  --------------------  ------------------
                     Total adjustments                           299,239              (573,179 )           419,859
                                                        -----------------  --------------------  ------------------

  Net cash provided by operating activities                    1,090,687             1,049,272           1,365,832

  Cash Flows from Investing Activities:
     Proceeds from sale of real estate properties                 97,050             2,749,808             300,386
     Collections on mortgage notes receivable                         --                    --             987,881
                                                        -----------------  --------------------  ------------------
         Net cash provided by investing activities                97,050             2,749,808           1,288,267
                                                        -----------------  --------------------  ------------------

  Cash Flows from Financing Activities:
     Distributions to limited partners                        (1,265,607 )          (3,656,597 )        (3,478,274 )
                                                        -----------------  --------------------  ------------------
         Net cash used in financing activities                (1,265,607 )          (3,656,597 )        (3,478,274 )
                                                        -----------------  --------------------  ------------------

  Net increase (decrease) in cash and cash                       (77,870 )             142,483            (824,175 )
  equivalents

  Cash and cash equivalents at beginning of year                 456,266               313,783           1,137,958
                                                        -----------------  --------------------  ------------------

  Cash and cash equivalents at end of year                 $     378,396         $     456,266       $     313,783
                                                        =================  ====================  ==================

</TABLE>
                  See accompany notes to financial statements.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

 <c>
                                                                               Year Ended December 31,
                                                                      2003               2002              2001
                                                                 ---------------    ---------------    --------------
    Supplemental Schedule of Non-Cash Investing and
      Financing Activities:

      Deferred real estate disposition fees incurred
         and unpaid at end of year                                    $   4,500         $   83,430         $   9,750
                                                                 ===============    ===============    ==============

      Distributions declared and unpaid at
         December 31                                                 $  281,571         $  351,233         $ 430,258
                                                                 ===============    ===============    ==============
</TABLE>
                See accompanying notes to financial statements.




<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


1.       Significant Accounting Policies

         Organization  and Nature of  Business - CNL  Income  Fund V, Ltd.  (the
         "Partnership") is a Florida limited  partnership that was organized for
         the purpose of acquiring both newly constructed and existing restaurant
         properties,  as well as properties  upon which  restaurants  were to be
         constructed,  which are leased  primarily  to operators of national and
         regional fast-food and family-style restaurant chains.

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr.  Seneff and Mr.  Bourne are also 50%  shareholders  of the
         Corporate General Partner. The general partners have responsibility for
         managing the day-to-day operations of the Partnership.

         Real  Estate  and  Lease  Accounting  -  The  Partnership  records  the
         acquisitions of real estate properties at cost,  including  acquisition
         and closing costs. Real estate properties are leased to unrelated third
         parties  generally  on  a  triple-net  basis,  whereby  the  tenant  is
         generally  responsible  for  all  operating  expenses  relating  to the
         property, including property taxes, insurance, maintenance and repairs.
         During the years ended  December  2003,  2002 and 2001 tenants paid, or
         are  expected  to pay,  directly  to  real  estate  taxing  authorities
         approximately  $147,800,  $165,200  and  $166,800,   respectively,   in
         estimated  real  estate  taxes in  accordance  with the  terms of their
         leases.

         The leases of the  Partnership  provide for base minimum  annual rental
         payments payable in monthly installments.  In addition,  certain leases
         provide for  contingent  rental  revenues  based on the tenants'  gross
         sales in  excess  of a  specified  threshold.  The  Partnership  defers
         recognition  of  the  contingent  rental  revenues  until  the  defined
         thresholds  are met.  The leases  are  accounted  for using  either the
         operating or the direct financing methods.

              Operating  method - Property  leases  accounted  for using the
              operating  method are recorded at cost,  revenue is recognized
              as  rentals  are  earned  and   depreciation   is  charged  to
              operations  as  incurred.  Buildings  are  depreciated  on the
              straight-line  method over their estimated  useful lives of 30
              years.  When  scheduled  rentals  vary  during the lease term,
              income is recognized on a straight-line basis so as to produce
              a constant periodic rent over the lease term commencing on the
              date the property is placed in service.

              Direct  financing  method - Leases  accounted  for  using  the
              direct  financing  method are recorded at their net investment
              (which at the inception of the lease generally  represents the
              cost of the asset).  Unearned income is deferred and amortized
              to income  over the lease  terms so as to  produce a  constant
              periodic rate of return on the Partnership's net investment in
              the  leases.  For the leases  classified  as direct  financing
              leases,  the  building  portions  of the  property  leases are
              accounted  for as  direct  financing  leases  while  the  land
              portion of some of the leases are operating leases.

         Accrued  rental  income  represents  the  aggregate  amount  of  income
         recognized  on a  straight-line  basis in  excess of  scheduled  rental
         payments to date.

         Substantially all leases are for 15 to 20 years and provide for minimum
         and contingent  rentals.  The lease options  generally allow tenants to
         renew the leases for two to four successive  five-year  periods subject
         to the same terms and conditions as the initial lease. Most leases also
         allow the tenant to purchase  the property at fair market value after a
         specified portion of the lease has elapsed.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


1.       Significant Accounting Policies - Continued

         When  the  properties  are  sold,  the  related  cost  and  accumulated
         depreciation  for operating  leases and the net  investment  for direct
         financing leases,  plus any accrued rental income, are removed from the
         accounts and gains or losses from sales are  reflected  in income.  The
         general  partners of the Partnership  review  properties for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of the assets may not be  recoverable  through  operations.  The
         general partners  determine whether an impairment in value has occurred
         by comparing the estimated future  undiscounted  cash flows,  including
         the  residual  value of the  property,  with the  carrying  cost of the
         individual  property.  If an impairment  is  indicated,  the assets are
         adjusted to their estimated fair value.

         When the  collection of amounts  recorded as rental or other income are
         considered  to be  doubtful,  a  provision  is  made  to  increase  the
         allowance for doubtful accounts. If amounts are subsequently determined
         to be  uncollectible,  the  corresponding  receivable and allowance for
         doubtful accounts are decreased accordingly.

         Investment  in  Joint  Ventures  - The  Partnership  accounts  for  its
         interest in Cocoa Joint Venture,  RTO Joint Venture,  and a property in
         each   of   Mesa,   Arizona   and   Vancouver,   Washington,   held  as
         tenants-in-common  with affiliates of the general  partners,  using the
         equity method,  since each joint venture agreement requires the consent
         of all partners on all key decisions  affecting  the  operations of the
         underlying property.

         Cash and Cash Equivalents - The Partnership considers all highly liquid
         investments  with a maturity of three months or less when  purchased to
         be cash  equivalents.  Cash  and cash  equivalents  consist  of  demand
         deposits at commercial  banks. Cash equivalents are stated at cost plus
         accrued interest, which approximates market value.

         Cash  accounts  maintained  on  behalf  of the  Partnership  in  demand
         deposits  at  commercial  banks may exceed  federally  insured  levels;
         however,  the  Partnership  has  not  experienced  any  losses  in such
         accounts.

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject  to  certain   state  taxes  on  its  income  and   properties.
         Additionally,  for tax  purposes,  syndication  costs are  included  in
         Partnership equity and in the basis of each partner's  investment.  For
         financial reporting  purposes,  syndication costs represent a reduction
         of  Partnership  equity and a reduction in the basis of each  partner's
         investment.

         Rents Paid in  Advance - Rents  paid in  advance by lessees  for future
         periods are deferred upon receipt and are recognized as revenues during
         the period in which the rental income is earned.

         Use of Estimates - The general  partners of the Partnership have made a
         number of estimates and assumptions relating to the reporting of assets
         and liabilities and the disclosure of contingent assets and liabilities
         to prepare these  financial  statements in  conformity  with  generally
         accepted  accounting  principles.  The more significant areas requiring
         the use of estimates relate to the allowance for doubtful  accounts and
         future cash flows  associated  with long-lived  assets.  Actual results
         could differ from those estimates.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2003  presentation.
         These  reclassifications  had no effect on partners capital, net income
         or cash flows.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


1.       Significant Accounting Policies - Continued

         Statement of Financial Accounting Standards No. 144 - Effective January
         1, 2002,  the  Partnership  adopted  Statement of Financial  Accounting
         Standards  No.  144  "Accounting  for the  Impairment  or  Disposal  of
         Long-Lived  Assets." This statement requires that a long-lived asset be
         tested for  recoverability  whenever events or changes in circumstances
         indicate that its carrying amount may not be recoverable.  The carrying
         amount of a long-lived  asset is not  recoverable if it exceeds the sum
         of the  undiscounted  cash flows  expected  to result  from the use and
         eventual  disposition  of the  asset.  The  assessment  is based on the
         carrying   amount  of  the   asset  at  the  date  it  is  tested   for
         recoverability.  An  impairment  loss is  recognized  when the carrying
         amount of a long-lived  asset exceeds its fair value.  If an impairment
         is recognized,  the adjusted  carrying amount of a long-lived  asset is
         its new cost basis.  The  statement  also  requires that the results of
         operations of a component of an entity that either has been disposed of
         or is  classified  as held  for  sale  be  reported  as a  discontinued
         operation if the  disposal  activity was  initiated  subsequent  to the
         adoption of the Standard.

         FASB Interpretation No. 46 - In January 2003, the Financial  Accounting
         Standards Board ("FASB") issued FASB  Interpretation No. 46 ("FIN 46"),
         "Consolidation  of  Variable  Interest  Entities"  to  expand  upon and
         strengthen  existing  accounting guidance that addresses when a company
         should include the assets, liabilities and activities of another entity
         in  its  financial  statements.   To  improve  financial  reporting  by
         companies  involved with variable  interest  entities,  FIN 46 requires
         that a variable  interest  entity be  consolidated by a company if that
         company  is  subject  to a  majority  risk of loss  from  the  variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests. In December 2003,
         the FASB issued FASB  Interpretation  No. 46R ("FIN  46R"),  to clarify
         some of the provisions of FIN 46. Under FIN 46R, special effective date
         provisions  apply to entities that have fully or partially  applied FIN
         46 prior to issuance of FIN 46R.  Otherwise,  application of FIN 46R is
         required in financial statements of public entities that have interests
         in structures that are commonly referred to as special-purpose entities
         for periods  ending  after  December 15,  2003.  Application  by public
         entities,  other than small  business  issuers,  for all other types of
         variable  interest  entities is required in  financial  statements  for
         periods ending after March 15, 2004. The  Partnership  did not fully or
         partially  apply FIN 46 prior to the  issuance  of FIN 46R.  Also,  the
         Partnership does not have interests in structures  commonly referred to
         as  special-purpose  entities.  Therefore,  application  of FIN  46R is
         required in the Partnership's  financial  statements for periods ending
         after March 15, 2004.  The general  partners  believe  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements of the Partnership's  unconsolidated joint ventures, which
         are currently  accounted  for under the equity  method.  However,  such
         consolidation is not expected to significantly impact the Partnership's
         results of operations.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


2.       Real Estate Properties with Operating Leases

         Real estate properties with operating leases consisted of the following
         at December 31:
<TABLE>
<CAPTION>

 <c>
                                                                    2003                   2002
                                                             --------------------   --------------------

                 Land                                             $    2,937,139         $    2,937,138
                 Buildings                                             4,621,626              4,621,626
                                                             --------------------   --------------------
                                                                       7,558,765              7,558,764

                 Less accumulated depreciation                        (1,897,789 )           (1,733,629 )
                                                             --------------------   --------------------

                                                                  $    5,660,976         $    5,825,135
                                                             ====================   ====================
</TABLE>

         During 2002, the Partnership  sold its properties in Huron,  Ohio; West
         Lebanon,  New  Hampshire;  and  Bountiful,  Utah and received net sales
         proceeds aggregating approximately $1,902,800. The Partnership recorded
         gains  aggregating  approximately  $571,700 relating to the sale of the
         properties in West Lebanon,  New Hampshire and Bountiful,  Utah. Due to
         the fact that the Partnership had recorded provisions for write-down of
         assets in previous years, no gain or loss was recorded in 2002 relating
         to the  property  in  Huron,  Ohio.  As of  December  31,  2001,  these
         properties  had been  identified  for sale.  In  connection  with these
         sales, the Partnership  incurred  deferred,  subordinated,  real estate
         disposition fees of $57,930.

         During  2003,  the  Partnership  identified  and  sold  excess  land in
         Connorsville,  Indiana  which was not needed for the  operation  of its
         restaurant.  Due to the  fact  that  the  Partnership  had  recorded  a
         provision for write-down of assets of approximately $72,700, no gain or
         loss was  recorded.  In  connection  with this  sale,  the  Partnership
         incurred a  deferred,  subordinated,  real  estate  disposition  fee of
         $4,500.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2003:

                         2004                             $   814,239
                         2005                                 684,144
                         2006                                 684,144
                         2007                                 688,597
                         2008                                 719,473
                         Thereafter                         3,594,109
                                                     -----------------
                                                         $  7,184,706  (1)
                                                     =================

         (1) Excludes one property  which was classified as real estate held for
             sale.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


3.       Net Investment in Direct Financing Leases

         The  following  lists the  components  of the net  investment in direct
         financing leases at December 31:
<TABLE>
<CAPTION>

 <c>
                                                           2003                 2002
                                                     -----------------     ----------------

                Minimum lease payments
                     receivable                          $  1,855,578         $  2,020,082
                Estimated residual values                     425,049              425,049
                Less unearned income                       (1,119,454 )         (1,248,472 )
                                                     -----------------     ----------------

                Net investment in direct
                     financing leases                    $  1,161,173         $  1,196,659
                                                     =================     ================
</TABLE>

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2003:

                        2004                              $   164,506
                        2005                                  164,506
                        2006                                  164,506
                        2007                                  164,506
                        2008                                  163,907
                        Thereafter                          1,033,645
                                                      ----------------

                                                         $  1,855,576
                                                      ================

4.       Investment in Joint Ventures

         As of  December  31,  2003,  the  Partnership  had a 43% and a  53.12%,
         interest in the profits and losses of Cocoa Joint Venture and RTO Joint
         Venture,  respectively. The remaining interests in these joint ventures
         are held by affiliates of the  Partnership  which have the same general
         partners.

         In addition,  the Partnership owns a property in each of Mesa,  Arizona
         and Vancouver,  Washington, as tenants-in-common with affiliates of the
         general  partners.  As of December 31, 2003,  the  Partnership  owned a
         42.09% and a 27.78% interest in the properties, respectively.

         Cocoa  Joint  Venture,  RTO  Joint  Venture,  and the  Partnership  and
         affiliates  as  tenants-in-common  in two  separate  tenancy  in common
         arrangements each own one property.



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


4.       Investment in Joint Ventures - Continued

         The following presents the combined condensed financial information for
         all of the Partnership's investments in joint ventures at December 31:
<TABLE>
<CAPTION>

 <c>
                                                                           2003                 2002

                                                                     -----------------    -----------------

              Real estate properties with operating leases, net           $ 3,337,399          $ 3,390,140
              Net investment in direct financing lease                      1,313,166            1,334,196
              Cash                                                             51,514                9,887
              Receivables                                                       1,232                1,994
              Accrued rental income                                           278,345              245,226
              Other assets                                                         --                   97
              Liabilities                                                      31,379               32,300
              Partners' capital                                             4,950,277            4,949,240

                                                                          Years Ended December 31,
                                                                   2003             2002             2001
                                                               --------------  ---------------  ---------------

              Revenues                                            $  550,695       $  559,263       $  485,699
              Expenses                                               (62,637 )        (64,620 )        (86,509 )
                                                               --------------  ---------------  ---------------

         Net Income                                               $  488,058       $  494,643       $  399,190
                                                               ==============  ===============  ===============
</TABLE>

         The Partnership recognized income totaling $195,986, $198,037 and
         $157,935, for the years ended December 31, 2003, 2002, and 2001,
         respectively, from these joint ventures and tenancies in common.

5.       Discontinued Operations

         In June 2002, the Partnership sold its property in Lawrenceville,
         Georgia to the tenant and received net sales proceeds of $847,000,
         resulting in a gain on disposal of discontinued operations of
         approximately $193,500. During 2001, the Partnership recorded a
         provision for write-down of assets of $134,726. The provision
         represented the difference between the carrying value of the property
         and its estimated fair value. In connection with the sale, the
         Partnership incurred a deferred, subordinated, real estate disposition
         fee of $25,500.

         As of December 31, 2003, the Partnership was marketing its property in
         Livingston, Texas for sale. During 2003, the Partnership recorded a
         provision for write-down of assets of approximately $5,100. The
         provision represented the difference between the carrying value of the
         property and its estimated fair value.

         The   financial   results  for  these   properties   are  reflected  as
         discontinued operations in the accompanying financial statements.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


5.       Discontinued Operations - Continued

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

 <c>
                                                         2003              2002            2001
                                                 --------------   ---------------  --------------

                Rental revenues                          $   24,378        $   67,021   $     141,884
                Interest and other income                     1,524             3,811          16,961
                Expenses                                    (22,795 )         (36,115 )       (27,424 )
                Provision for write-down of assets           (5,127 )              --        (134,726 )
                                                     --------------   ---------------  --------------
                Income (loss) from discontinued
                  operations                            $   (2,020 )      $   34,717      $   (3,305 )
                                                     ==============   ===============  ==============
</TABLE>

6.       Allocations and Distributions

         From inception through December 31, 1999, all net income and net losses
         of the  Partnership,  excluding  gains  and  losses  from  the  sale of
         properties,  were allocated 99% to the limited partners and one percent
         to the general  partners.  From  inception  through  December 31, 1999,
         distributions  of net cash flow were made 99% to the  limited  partners
         and one percent to the general  partners.  However,  the one percent of
         net  cash  flow  to  be  distributed   to  the  general   partners  was
         subordinated  to receipt by the limited  partners of an aggregate,  ten
         percent,  cumulative,  noncompounded  annual  return on their  adjusted
         capital contributions (the "10% Preferred Return").

         From inception  through  December 31, 1999, net sales proceeds from the
         sale of properties not in liquidation of the Partnership, to the extent
         distributed,  were  distributed  first to the  limited  partners  in an
         amount sufficient to provide them with their 10% Preferred Return, plus
         the  return  of  their  adjusted  capital  contributions.  The  general
         partners  then  received,  to the extent  previously  subordinated  and
         unpaid, a one percent  interest in all prior  distributions of net cash
         flow and a return of their capital  contributions.  Any remaining sales
         proceeds were  distributed 95% to the limited partners and five percent
         to the general  partners.  Any gain from the sale of a property  not in
         liquidation of the Partnership  was, in general,  allocated in the same
         manner as net sales proceeds are distributable.  Any loss from the sale
         of a property was, in general, allocated first, on a pro rata basis, to
         partners  with  positive  balances  in  their  capital  accounts,   and
         thereafter, 95% to the limited partners and five percent to the general
         partners.

         Generally,  net sales  proceeds from a  liquidating  sale of properties
         will be used in the following order: (i) first to pay and discharge all
         of  the  Partnership's   liabilities  to  creditors,  (ii)  second,  to
         establish  reserves that may be deemed necessary for any anticipated or
         unforeseen liabilities or obligations of the Partnership,  (iii) third,
         to pay all of the Partnership's liabilities, if any, to the general and
         limited partners,  (iv) fourth,  after allocations of net income, gains
         and/or  losses,  to distribute  to the partners  with positive  capital
         accounts  balances,  in  proportion to such  balances,  up to an amount
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter,  any funds  remaining  shall then be distributed 95% to the
         limited partners and five percent to the general partners.



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


6.       Allocations and Distributions - Continued

         Effective  January 1, 2000, the general  partners waived their right to
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be allocated  to the general  partners in
         succeeding years. Accordingly,  the general partners were not allocated
         any net income and did not receive any  distributions  during the years
         ended December 31, 2003, 2002 and 2001.

         During  the  years  ended  December  31,  2003,  2002,  and  2001,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $1,195,945,  $3,577,572,  and $3,471,032,  respectively.  Distributions
         during 2002 included a special  distribution  of $2,150,000 as a result
         of the  distribution of sales proceeds from the sales of the Properties
         in Huron,  Ohio;  West  Lebanon,  New  Hampshire;  Bountiful,  Utah and
         Lawrenceville,  Georgia.  Distributions for the year ended December 31,
         2001 included  $1,750,000 in a special  distribution as a result of the
         distribution of the net sales proceeds from the sale of the property in
         Daleville,  Indiana and the distribution of the amounts  collected from
         the  promissory  notes  relating  to the 1995 sale of the  property  in
         Myrtle Beach,  South  Carolina and the 1996 sale of the property in St.
         Cloud,  Florida.  The  special  distributions  in 2002  and  2001  were
         effectively a return of a portion of the Limited Partners'  investment;
         although,  in accordance with the Partnership  agreement,  $979,322 and
         $1,336,152,  respectively,  were  applied  towards  the  10%  Preferred
         Return,  on a  cumulative  basis,  and the  balance of  $1,170,678  and
         $413,848, respectively, was treated as a return of capital for purposes
         of calculating the 10% Preferred Return.

         As a result of the return of capital,  the amount of Limited  Partners'
         invested  capital   contributions   (which  is  generally  the  Limited
         Partners' capital  contributions,  less  distributions from the sale of
         Properties  that  are  considered  to  be  a  return  of  capital)  was
         decreased;  therefore  the  amount of the  Limited  Partners'  invested
         capital  contributions  on which the 10% Preferred Return is calculated
         was lowered accordingly. No distributions have been made to the general
         partners to date.




<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


7.       Income Taxes

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:
<TABLE>
<CAPTION>

 <c>
                                                                    2003             2002              2001
                                                                --------------   --------------   ---------------

          Net income for financial reporting purposes              $  791,448      $ 1,622,451        $  945,973

          Effect of timing differences relating to
               depreciation                                           (13,391 )        (10,568 )         (12,688 )

          Effect of timing differences relating to gains on
               real estate property sales                             (72,734 )       (423,194 )        (158,699 )

          Provision for write-down of assets                           77,861               --           291,369

          Direct financing leases recorded as operating
               leases for tax reporting purposes                       35,486           32,032            30,452

          Effect of timing differences relating to equity
               in earnings of unconsolidated joint ventures           (17,078 )        (33,195 )         (32,904 )

          Effect of timing difference relating to allowance
               for doubtful accounts                                   52,212          (27,277 )         (99,481 )

          Accrued rental income                                      (17,057)          (54,367 )         (65,304 )

          Rents paid in advance                                        16,693            6,952              (526 )

          Effect of timing differences relating to real
               estate taxes                                            (7,012 )             --                --

          Other                                                         (190)               --            (2,686 )
                                                                --------------   --------------   ------------------

          Net income for federal income tax purposes               $  846,236      $ 1,112,834        $  895,506
                                                                ==============   ==============   ==================
</TABLE>


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


8.       Related Party Transactions

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc. CNL APF Partners,  LP, a wholly owned subsidiary of CNL Restaurant
         Properties, Inc. (formerly known as CNL American Properties Fund, Inc.)
         served as the  Partnership's  advisor  until  January 1, 2002,  when it
         assigned its rights and obligations under a management agreement to RAI
         Restaurants,  Inc.  (the  "Advisor").  The  Advisor  is a wholly  owned
         subsidiary  of  CNL  Restaurant   Properties,   Inc.  ("CNL-RP").   The
         individual general partners are stockholders and directors of CNL-RP.

         The Advisor provides services  pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership agreed to pay
         the Advisor an annual,  noncumulative,  subordinated  management fee of
         one percent of the sum of gross revenues from  properties  wholly owned
         by the  Partnership  and the  Partnership's  allocable  share  of gross
         revenues from joint ventures, but not in excess of competitive fees for
         comparable  services  in the  same  geographic  area.  These  fees  are
         incurred and payable only after the limited  partners receive their 10%
         Preferred Return. Due to the fact that these fees are noncumulative, if
         the limited  partners do not receive their 10% Preferred  Return in any
         particular  year,  no  management  fees will be due or payable for such
         year. As a result of such  threshold,  no management fees were incurred
         during the years ended December 2003, 2002 and 2001.

         The Advisor is also entitled to receive a deferred,  subordinated  real
         estate disposition fee, payable upon the sale of one or more properties
         based on the lesser of one-half of a competitive real estate commission
         or  three  percent  of the  sales  price  if  the  Advisor  provides  a
         substantial amount of services in connection with the sale. However, if
         the net sales  proceeds are  reinvested in a replacement  property,  no
         such  real  estate   disposition  fees  will  be  incurred  until  such
         replacement   property  is  sold  and  the  net  sales   proceeds   are
         distributed.  The  payment  of  the  real  estate  disposition  fee  is
         subordinated to the receipt by the limited  partners of their aggregate
         10% Preferred Return, plus their adjusted capital contributions. During
         the years ended  December 31, 2003,  2002,  and 2001,  the  Partnership
         incurred deferred, subordinated real estate disposition fees of $4,500,
         $83,430  and  $9,750,  respectively,  as the  result  of the  sales  of
         properties during 2003, 2002 and 2001.

         During the years ended  December 31, 2003,  2002, and 2001, the Advisor
         and its affiliates provided  accounting and administrative  services to
         the  Partnership.   The  Partnership  incurred  $93,273,  $127,235  and
         $140,658  for the  years  ended  December  31,  2003,  2002,  and 2001,
         respectively, for such services.

         The due to related parties consisted of the following at December 31:
<TABLE>
<CAPTION>

 <c>
                                                                         2003                 2002
                                                                   -----------------    ------------------

               Due to the Advisor and its affiliates:
                    Accounting and administrative  services              $    7,389            $   10,161
                    Deferred, subordinated real estate
                    disposition fee                                         201,630               197,130
                                                                   -----------------    ------------------

                                                                        $   209,019           $   207,291
                                                                   =================    ==================
</TABLE>



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


8.       Related Party Transactions - Continued

         The deferred,  subordinated  real estate  disposition  fees will not be
         paid until after the limited  partners have received  their  cumulative
         10% Preferred Return, plus their adjusted capital contributions.

9.       Concentration of Credit Risk

         The following  schedule  presents total rental revenues from individual
         lessees,  or affiliated groups of lessees,  each representing more than
         10% of the  Partnership's  total rental revenues and mortgage  interest
         income  (including the Partnership  share of total rental revenues from
         unconsolidated    joint   ventures   and   the   properties   held   as
         tenants-in-common  with affiliates of the general partners) for each of
         the years ended December 31:
<TABLE>
<CAPTION>

 <c>
                                              2003               2002                2001
                                         ---------------    ---------------     ---------------

         Slaymaker Group, Inc.                $ 177,992          $ 179,796            $181,387
         IHOP Properties, Inc.                  139,454            139,482                 N/A
         Golden Corral Corporation              132,151            132,151             163,831
</TABLE>

         In addition, the following schedule presents total rental revenues from
         individual  restaurant  chains,  each representing more than 10% of the
         Partnership's  total  rental  revenues  and  mortgage  interest  income
         (including the Partnership's  share of total rental revenues from joint
         ventures and the properties held as  tenants-in-common  with affiliates
         of the general partners) for each of the years ended December 31:
<TABLE>
<CAPTION>

 <c>
                                                     2003               2002                2001
                                                ---------------    ----------------    ---------------

              Tony Romas                             $ 177,992          $  179,796         $  181,387
              Golden Corral Buffet and Grill           156,529             189,172            192,721
              IHOP                                     139,454             139,482                N/A
              Arby's                                   126,925             124,914                N/A
              Taco Bell                                    N/A                 N/A            186,453
</TABLE>

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant or restaurant  chain did not represent more that
         10% of the  Partnership's  total rental revenues and mortgage  interest
         income.

         Although the Partnership's properties have some geographic diversity in
         the United States and the  Partnership's  lessees  operate a variety of
         restaurant  concepts,   default  by  any  lessee  or  restaurant  chain
         contributing  more  than  10%  of  the   Partnership's   revenues  will
         significantly  impact the results of operations of the  Partnership  if
         the  Partnership  is not able to re-lease  the  properties  in a timely
         manner.





<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


10.      Selected Quarterly Financial Data

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2003 and
         2002:
<TABLE>
<CAPTION>

 <c>
                  2003 Quarter              First          Second          Third          Fourth          Year
         ------------------------------- -------------  --------------  -------------  -------------  --------------

         Continuing Operations (1):
              Revenues                      $ 262,124       $ 249,287      $ 241,146      $ 260,983      $1,013,540
              Equity in earnings of
                unconsolidated joint
                ventures                       49,333          49,664         49,162         47,827         195,986
              Income from
                continuing
                operations                    211,068         217,334        130,180        234,886         793,468

         Discontinued Operations (1):
              Revenues                         23,044              --            693          2,165          25,902
              Income (loss) from
                discontinued
                operations                     19,052         (17,731 )       (4,656 )        1,315          (2,020 )

         Net Income                           230,120         199,603        125,524        236,201         791,448

         Income (Loss) per limited partner unit:

           Continuing operations             $   4.22        $   4.35       $   2.60       $   4.70       $   15.87
           Discontinued operations               0.38           (0.36 )        (0.09 )         0.03           (0.04 )
                                         -------------  --------------  -------------  -------------  --------------
                                             $   4.60        $   3.99       $   2.51       $   4.73       $   15.83
                                         =============  ==============  =============  =============  ==============
</TABLE>



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2003, 2002, and 2001


10.      Selected Quarterly Financial Data - Continued:
<TABLE>
<CAPTION>

 <c>
                  2002 Quarter               First          Second          Third         Fourth          Year
         -------------------------------- -------------  --------------  ------------  -------------  --------------

         Continuing Operations (1):
              Revenues                       $ 258,682       $ 257,786     $ 254,794      $ 252,891      $1,024,153
              Equity in earnings of
                unconsolidated joint
                ventures                        50,700          46,534        50,763         50,040         198,037
              Income from
                continuing
                operations                     769,409         193,369       219,122        212,338       1,394,238

         Discontinued Operations (1):
              Revenues                          14,965          15,591        32,349          7,927          70,832
              Income from and gain on
                disposal of
                discontinued
                operations                       6,275         201,808        19,563            567         228,213

         Net Income                            775,684         395,177       238,685        212,905       1,622,451

         Income per limited partner unit:

           Continuing operations             $   15.39        $   3.86      $   4.38       $   4.25       $   27.88
           Discontinued operations                0.12            4.04          0.39           0.02            4.57
                                          -------------  --------------  ------------  -------------  --------------
                                             $   15.51        $   7.90      $   4.77       $   4.27       $   32.45
                                          =============  ==============  ============  =============  ==============
</TABLE>

         (1)  Certain   items  in  the  quarterly   financial   data  have  been
              reclassified    to    conform   to   2003    presentation.    This
              reclassification  had no  effect on net  income.  The  results  of
              operations relating to properties that were identified for sale as
              of  December  31,  2001  but sold  subsequently  are  reported  as
              continuing  operations.  The  results of  operations  relating  to
              properties  that were either  identified  for sale and disposed of
              subsequent to January 1, 2002 or were  classified as held for sale
              as of December  31, 2003 are reported as  discontinued  operations
              for all periods presented.




<PAGE>



Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None.


Item 9A. Controls and Procedures

         The  General  Partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Annual  Report  on Form  10-K and have  determined  that  such
disclosure controls and procedures are effective.

         There was no change in internal  control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.




                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

         The General Partners of the Registrant are James M. Seneff, Jr., Robert
A.  Bourne  and CNL  Realty  Corporation,  a Florida  corporation.  The  General
Partners  manage  and  control  the  Partnership's   affairs  and  have  general
responsibility   and  the  ultimate  authority  in  all  matters  affecting  the
Partnership's  business.  The  Partnership  has  available  to it the  services,
personnel and  experience of CNL-RP,  CCM, CNL Financial  Group,  Inc. and their
affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 57. Since 1971, Mr. Seneff has been active in
the  acquisition,  development,  and  management  of real estate  projects  and,
directly or through an  affiliated  entity,  has served as a general  partner or
co-venturer in over 100 real estate  ventures.  These ventures have involved the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels, and other real estate. Mr. Seneff has
served as Director and Chairman of the Board of CNL-RP, a public,  unlisted real
estate investment trust since 1994. Mr. Seneff served as Chief Executive Officer
of CNL-RP from 1994 through August 1999 and as Co-Chief  Executive  Officer from
December 2000 through September 2003. Mr. Seneff served as Chairman of the Board
and  Chief  Executive  Officer  of  CNL  Fund  Advisors,   Inc.,   formerly  the
Partnership's  advisor,  from  its  inception  in 1990  until it  merged  with a
wholly-owned  subsidiary  of CNL-RP in  September  1999,  and in June 2000,  was
re-elected  to those  positions of CNL Fund  Advisors,  Inc. CNL Fund  Advisors,
Inc.,  formerly CNL  Institutional  Advisors,  Inc., is a registered  investment
advisor. Mr. Seneff is a principal stockholder of CNL Holdings, Inc., the parent
company of CNL Financial Group, Inc., a diversified real estate company, and has
served as a Director,  Chairman of the Board and Chief Executive  Officer of CNL
Financial Group, Inc. since 1973. CNL Financial Group, Inc. is and is the parent
company, either directly or indirectly through subsidiaries,  of CNL Real Estate
Services,  Inc.,  CNL Capital  Markets,  Inc.,  CNL  Investment  Company and CNL
Securities  Corp.,  all of which are  engaged  in the  business  of real  estate
finance.  Mr.  Seneff also serves as a Director and Chairman of the Board of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust;
and served as Chief Executive Officer of CNL Hospitality  Properties,  Inc. from
its inception in 1997 until 2003 and served as Co-Chief  Executive  Officer from
February 2003 until May 1, 2003.  Mr. Seneff has served as Chairman of the Board
of CNL Hospitality Corp., the advisor to CNL Hospitality Properties, Inc., since
its inception in 1997.  Mr. Seneff also served as Chief  Executive  Officer from
its inception in 1997 through  February 2003,  and currently  serves as Co-Chief
Executive Officer of CNL Hospitality Corp. Mr. Seneff has served as Director and
Chairman  of the Board of CNL  Retirement  Corp.  since 1997 and served as Chief
Executive Officer of CNL Retirement Corp. from 1997 through 2003. CNL Retirement
Corp. is the advisor to CNL Retirement Properties, Inc., a public, unlisted real
estate  investment trust. Mr. Seneff has also served as Director and Chairman of
the Board of Commercial Net Lease Realty,  Inc., a public real estate investment
trust  that is listed on the New York Stock  Exchange,  since 1992 and served as
Chief Executive  Officer of Commercial Net Lease Realty,  Inc. from 1992 through
February 2004. Mr. Seneff has served as a Director,  Chairman of the Board,  and
Chief Executive Officer of CNL Securities Corp. since its formation in 1979; CNL
Investment  Company  since  1990;  and  CNL  Institutional  Advisors,   Inc.,  a
registered  investment  advisor for pension  plans,  since 1990.  Mr. Seneff has
served as Chairman of the Board and Chief  Executive  Officer of CNL  Commercial
Finance,  Inc.  since 2000.  Mr.  Seneff also serves as Chairman of the Board of
CNLBank, an independent,  state-chartered commercial bank. Mr. Seneff previously
served on the Florida State Commission on Ethics and is a former member and past
Chairman of the State of Florida Investment  Advisory Council,  which recommends
to the Florida Board of Administration  investments for various Florida employee
retirement  funds.  The Florida  Board of  Administration,  Florida's  principal
investment advisory and money management agency,  oversees the investment of the
Florida  state  retirement  plan.  Mr.  Seneff  received  his degree in Business
Administration from Florida State University in 1968.

         Robert A.  Bourne,  age 56. Mr.  Bourne has  participated  as a general
partner  or  co-venturer  in over  100  real  estate  ventures  involved  in the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels, and other real estate. Mr. Bourne has
served as a Director and Vice  Chairman of the Board of CNL-RP  since 1994.  Mr.
Bourne also served as President of CNL-RP from 1994  through  February  1999 and
served as Treasurer  from  February  1999 through  August 1999 and from May 1994
through December 1994. Mr. Bourne served in various executive positions with CNL
Fund Advisors, Inc. prior to its merger with a wholly-owned subsidiary of CNL-RP
including,  President from 1994 through  September  1997, and Director from 1994
through  August  1999.  Mr.  Bourne  serves as  President  and  Treasurer of CNL
Financial Group, Inc. Mr. Bourne serves as Director,  Vice Chairman of the Board
and  Treasurer  and from  1997  until  June  2002  served  as  President  of CNL
Hospitality  Properties,  Inc. and as Director,  President  and Treasurer of CNL
Hospitality  Corp.  Mr.  Bourne  also serves as Director  and  Treasurer  of CNL
Retirement  Properties,  Inc.  and as Director and  Treasurer of CNL  Retirement
Corp. Mr. Bourne serves as a Director of CNLBank.  Mr. Bourne has also served as
a Director since 1992, Vice Chairman of the Board since February 1996, Secretary
and Treasurer  from February  1996 through  1997,  and President  from July 1992
through February 1996, of Commercial Net Lease Realty, Inc. Mr. Bourne serves as
Director, President and Treasurer for various affiliates of CNL Financial Group,
Inc.  including,   CNL  Investment   Company,   CNL  Securities  Corp.  and  CNL
Institutional  Advisors,  Inc. Mr. Bourne began his career as a certified public
accountant  employed by Coopers & Lybrand,  Certified Public  Accountants,  from
1971 through  1978,  where he attained the position of Tax Manager in 1975.  Mr.
Bourne  graduated from Florida State University in 1970 where he received a B.A.
in Accounting, with honors.

         Curtis B. McWilliams, age 48. Mr. McWilliams has served as President of
CNL-RP since May 2001 and as Chief  Executive  Officer of CNL-RP since September
2003.  Mr.  McWilliams  served as  Co-Chief  Executive  Officer  of CNL-RP  from
December 2000 through  September 2003 and served as Chief Executive Officer from
September 1999 through  December 2000. Mr.  McWilliams  also served as President
and Chief  Executive  Officer of CNL  Franchise  Network  Corp.,  a wholly owned
subsidiary  of CNL-RP  since  August 2002 and served as President of CNL-RP from
February 1999 until  September  1999 and as Executive  Vice  President of CNL-RP
from 1997 through  February  1999.  Mr.  McWilliams  served as an Executive Vice
President of CNL  Financial  Group,  Inc. from the time he joined the company in
April 1997 until September 1999. Mr.  McWilliams served as President of CNL Fund
Advisors,  Inc. and CNL Financial  Services,  Inc., a corporation engaged in the
business of real estate financing, from April 1997 until the acquisition of such
entities  by  wholly  owned  subsidiaries  of  CNL-RP in  September  1999.  From
September 1983 through March 1997, Mr.  McWilliams was employed by Merrill Lynch
& Co. The  majority of his career at Merrill  Lynch & Co. was in the  Investment
Banking division where he served as a Managing Director. Mr. McWilliams received
a B.S.E. in Chemical  Engineering from Princeton University in 1977 and a Master
of Business  Administration  degree  with a  concentration  in finance  from the
University of Chicago in 1983.

         Steven  D.  Shackelford,  age  40.  Mr.  Shackelford  was  promoted  to
Executive  Vice  President  and Chief  Operating  Officer of CNL-RP in September
2003. Mr.  Shackelford has also served as Chief Financial  Officer since January
1997.  He served as Senior Vice  President  of CNL-RP from  January 1997 through
July 2000, when he was promoted to Executive Vice President. Mr. Shackelford has
also served as Secretary and Treasurer of CNL-RP since  September  1999. He also
served as Chief Financial Officer of CNL Fund Advisors, Inc. from September 1996
to September  1999.  From March 1995 to July 1996, Mr.  Shackelford was a senior
manager in the national office of Price  Waterhouse LLP where he was responsible
for advising  foreign  clients  seeking to raise capital and a public listing in
the United  States.  From  August  1992 to March  1995,  he was a manager in the
Paris,  France  office  of  Price  Waterhouse,  serving  several  multi-national
clients.  Mr. Shackelford was an audit staff and senior from 1986 to 1992 in the
Orlando, Florida office of Price Waterhouse. Mr. Shackelford received a Bachelor
of  Arts  degree  in  Accounting,   with  honors,   and  a  Master  of  Business
Administration  degree from Florida State  University and is a certified  public
accountant.

         Thomas Arasi, age 46. Mr. Arasi has served as President of CCM since it
was formed in July 2003 to provide  strategic  advisory  services to the General
Partners. He has served in various consulting capacities to CNL Hospitality Corp
and other CNL affiliates  since January 2003. Since November 2001 he has been an
independent  consultant  working  for a  variety  of  operating  and  investment
companies  in the  hospitality  industry.  Until  October  2001,  Mr.  Arasi was
President & Chief Executive  Officer,  and a member of the Board of Directors of
Lodgian,  Inc., a New York Stock  Exchange  traded  company,  one of the largest
independent hotel  owner/operators in North America, with hotel properties under
most brand names  including  Marriott,  Courtyard by Marriott,  Fairfield Inn by
Marriott,  Crowne  Plaza,  Holiday Inn,  Hilton,  and  Radisson.  From June 1997
through  November 2000,  Mr. Arasi was a member of the Management  Committee and
held  several top  operating  positions  with Bass Hotels & Resorts,  one of the
leading international owners, operators and franchisors of hotels, most recently
serving as President, Bass Hotels & Resort--The Americas. Mr. Arasi was formerly
President of Tishman  Hotel  Corporation,  Vice  President of Salomon  Brothers,
Inc.,  in New York,  Tokyo and Los Angeles  and held  positions  with  Sheraton,
Westin and HVS  International.  Mr. Arasi  graduated from Cornell  University in
January  1981,  where he received a  Bachelor's  degree in Hotel and  Restaurant
Administration.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act requires the General  Partners,  the
officers of the  corporate  General  Partner,  and persons who own more than ten
percent  of  a  registered  class  of  the   Partnership's   equity   securities
(collectively,  the  "Reporting  Persons"),  to file  reports of  ownership  and
changes in  ownership  on Forms 3, 4 and 5 with the SEC.  Reporting  Persons are
required by SEC regulation to furnish the  Partnership  with copies of all Forms
3, 4 and 5 that they file.

         Based  solely on the  General  Partners'  review of the  copies of such
forms the  Partnership  has  received and written  representations  from certain
Reporting  Persons  that they  were not  required  to file  Forms 5 for the last
fiscal year, the General  Partners  believe that all Reporting  Persons complied
with all filing  requirements  applicable  to them with respect to  transactions
during fiscal 2003.

Code of Business Conduct

         The  Partnership  does not have  employees  and,  accordingly,  has not
adopted a code of business  conduct  applicable  exclusively to the Partnership.
However,  employees of the General Partners or their  affiliates,  including the
individual  General Partners,  are bound by the Code of Business Conduct adopted
November 11, 2003 by CNL Holdings, Inc. Separately, the employees of the Advisor
are bound by the similar  Code of  Business  Conduct  adopted by CNL  Restaurant
Properties,  Inc. Each of these codes of business conduct will be made available
to any person who writes the Partnership requesting a copy.

Audit Committee Financial Expert

         Due to its organization as a limited partnership,  the Partnership does
not  have  an  audit   committee  that  is  responsible   for   supervising  the
Partnership's  relationship with its independent auditors.  For the Partnership,
this role is performed by the General Partners. Based on his previous service as
the principal  financial officer of companies with businesses similar to that of
the  Partnership,  Robert  A.  Bourne,  one of the  General  Partners,  has  the
requisite  experience to be considered an "audit committee  financial expert" as
defined  in  the  rules  under  the  Securities  Exchange  Act of  1934,  if the
Partnership  had an audit  committee.  As a General  Partner,  Mr. Bourne is not
independent of the Partnership.



<PAGE>


Item 11.  Executive Compensation

         Other than as  described in Item 13, the  Partnership  has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates.  There are no compensatory plans or arrangements  regarding
termination of employment or change of control.


Item 12.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

         As of March 12,  2004,  no person was known to the  Registrant  to be a
beneficial owner of more than five percent of the Units.

         The following  table sets forth,  as of March 12, 2004,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>

 <c>
                    Title of Class                           Name of Partner                 Percent of Class

           General Partnership Interests                James M. Seneff, Jr.                           45%
                                                        Robert A. Bourne                               45%
                                                        CNL Realty Corporation                         10%
                                                                                                   --------
                                                                                                      100%
                                                                                                   ========
</TABLE>

         Neither the General  Partners,  nor any of their  affiliates,  owns any
interest in the Registrant, except as noted above.


<PAGE>



Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 2003,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.
<TABLE>
<CAPTION>

 <c>
                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 2003
----------------------------------     --------------------------------------      ------------------------------

Reimbursement to affiliates            Operating  expenses are reimbursed at       Accounting    and
for operating expenses                 the  lower  of  cost  or  90%  of the       administrative     services:
                                       prevailing  rate at which  comparable       $93,273
                                       services  could have been obtained in
                                       the     same     geographic     area.
                                       Affiliates  of the  General  Partners
                                       from  time  to  time  incur   certain
                                       operating  expenses  on behalf of the
                                       Partnership     for     which     the
                                       Partnership       reimburses      the
                                       affiliates without interest.

Annual, subordinated                   One  percent  of  the  sum  of  gross       $-0-
management fee to affiliates           operating  revenues  from  Properties
                                       wholly owned by the Partnership plus the
                                       Partnership's allocable share of gross
                                       revenues of joint ventures in which the
                                       Partnership is a co-venturer,
                                       subordinated to certain minimum returns
                                       to the Limited Partners. The management
                                       fee will not exceed competitive fees for
                                       comparable services. Due to the fact that
                                       these fees are noncumulative, if the
                                       Limited Partners do not receive their 10%
                                       Preferred Return in any particular year,
                                       no management fees will be due or payable
                                       for such year.




<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2003
---------------------------------      --------------------------------------      ------------------------------

Deferred,    subordinated   real       A deferred,  subordinated real estate       $4,500
estate  disposition  fee payable       disposition  fee,  payable  upon sale
to affiliates                          of  one  or  more  Properties,  in an
                                       amount equal to the lesser of (i)
                                       one-half of a competitive real estate
                                       commission, or (ii) three percent of the
                                       sales price of such Property or
                                       Properties. Payment of such fee shall be
                                       made only if affiliates of the General
                                       Partners provide a substantial amount of
                                       services in connection with the sale of a
                                       Property or Properties and shall be
                                       subordinated to certain minimum returns
                                       to the Limited Partners. However, if the
                                       net sales proceeds are reinvested in a
                                       replacement Property, no such real estate
                                       disposition fee will be incurred until
                                       such replacement Property is sold and the
                                       net sales proceeds are distributed.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to   one   percent   of   Partnership
Partnership net cash flow              distributions   of  net  cash   flow,
                                       subordinated   to   certain   minimum
                                       returns to the Limited Partners.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to  five   percent   of   Partnership
Partnership  net sales  proceeds       distributions   of  such  net   sales
from  a  sale  or  sales  not in       proceeds,   subordinated  to  certain
liquidation of the Partnership         minimum   returns   to  the   Limited
                                       Partners.

General   Partners'   share   of       Distributions  of net sales  proceeds       $-0-
Partnership  net sales  proceeds       from   a    sale    or    sales    of
from  a   sale   or   sales   in       substantially      all     of     the
liquidation of the Partnership         Partnership's    assets    will    be
                                       distributed in the following order or
                                       priority: (i) first, to pay all debts and
                                       liabilities of the Partnership and to
                                       establish reserves; (ii) second, to
                                       Partners with positive capital account
                                       balances, determined after the allocation
                                       of net income, net loss, gain and loss,
                                       in proportion to such balances, up to
                                       amounts sufficient to reduce such
                                       balances to zero; and (iii) thereafter,
                                       95% to the Limited Partners and 5% to the
                                       General Partners.
</TABLE>

Item 14.  Principal Accountant Fees and Services

         The  following  table  outlines  the only fees paid or  accrued  by the
Partnership  for the audit  and other  services  provided  by the  Partnership's
independent  certified public accountants,  PricewaterhouseCoopers  LLP, for the
years ended December 31:
<TABLE>
<CAPTION>

 <c>
                                              2003                             2002
                                      ---------------------            ---------------------

               Audit Fees (1)                 $      8,775                     $      6,900
               Tax Fees (2)                          5,736                            6,374
                                      ---------------------            ---------------------
                    Total                    $      14,511                    $      13,274
                                      =====================            =====================
</TABLE>


         (1)  Audit  services  of  PricewaterhouseCoopers  LLP for 2003 and 2002
              consisted of the  examination  of the financial  statements of the
              Partnership and quarterly review of financial statements.

         (2)  Tax Fees relates to tax consulting and compliance services.

         Each of the  non-audit  services  described  above was  approved by the
General  Partners.  Due  to  its  organization  as a  limited  partnership,  the
Partnership does not have an audit committee.



                                     PART IV


Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this report.

    1.  Financial Statements

           Report of Independent Certified Public Accountants

           Balance Sheets at December 31, 2003 and 2002

           Statements of Income for the years ended December 31, 2003, 2002, and
           2001

           Statements  of  Partners'  Capital for the years ended  December  31,
           2003, 2002, and 2001

           Statements of Cash Flows for the years ended December 31, 2003, 2002,
           and 2001

           Notes to Financial Statements

    2.  Financial Statement Schedules

           Schedule II - Valuation and  Qualifying  Accounts for the years ended
           December 31, 2003, 2002, and 2001

           Schedule III - Real Estate and  Accumulated  Depreciation at December
           31, 2003

           Notes to Schedule III - Real Estate and  Accumulated  Depreciation at
           December 31, 2003

           All other  Schedules  are  omitted  as the  required  information  is
           inapplicable  or is presented in the  financial  statements  or notes
           thereto.


<PAGE>



    3.  Exhibits

           3.1    Amended and  Restated  Affidavit  and  Certificate  of Limited
                  Partnership  of CNL Income Fund V, Ltd.  (Included  as Exhibit
                  3.1 to Form  10-K  filed  with  the  Securities  and  Exchange
                  Commission  on March  31,  1994,  and  incorporated  herein by
                  reference.)

           4.1    Amended and  Restated  Affidavit  and  Certificate  of Limited
                  Partnership  of CNL Income Fund V, Ltd.  (Included  as Exhibit
                  3.1 to Form  10-K  filed  with  the  Securities  and  Exchange
                  Commission  on March  31,  1994,  and  incorporated  herein by
                  reference.)

           4.2    Amended and  Restated  Certificate  and  Agreement  of Limited
                  Partnership  of CNL Income Fund V, Ltd.  (Included  as Exhibit
                  4.2 to Form  10-K  filed  with  the  Securities  and  Exchange
                  Commission  on March  31,  1994,  and  incorporated  herein by
                  reference.)

           10.1   Management  Agreement  between CNL Income Fund V, Ltd. and CNL
                  Investment  Company.  (Included  as Exhibit  10.1 to From 10-K
                  filed with the Securities and Exchange Commission on March 31,
                  1994, and incorporated herein by reference.)

           10.2   Assignment of Management Agreement from CNL Investment Company
                  to CNL Income Fund Advisors, Inc. (Included as Exhibit 10.2 to
                  Form 10-K filed with the Securities and Exchange Commission on
                  March 30, 1995, and incorporated herein by reference.)

           10.3   Assignment  of  Management  Agreement  from  CNL  Income  Fund
                  Advisors, Inc. to CNL Fund Advisors, Inc. (Included as Exhibit
                  10.3 to Form  10-K  filed  with the  Securities  and  Exchange
                  Commission  on April  1,  1996,  and  incorporated  herein  by
                  reference.)

           10.4   Assignment of  Management  Agreement  from CNL Fund  Advisors,
                  Inc. to CNL APF  Partners,  LP.  (Included  as Exhibit 10.4 to
                  Form 10-Q filed with the Securities and Exchange Commission on
                  August 9, 2001, and incorporated herein by reference.)

           10.5   Assignment of Management  Agreement from CNL APF Partners,  LP
                  to CNL Restaurants  XVIII,  Inc.  (Included as Exhibit 10.5 to
                  Form 10-Q filed with the Securities and Exchange Commission on
                  August 13, 2002, and incorporated herein by reference.)

           31.1   Certification of Chief Executive  Officer of Corporate General
                  Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

           31.2   Certification of Chief Financial  Officer of Corporate General
                  Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

           32.1   Certification of Chief Executive  Officer of Corporate General
                  Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
                  to  Section  906 of the  Sarbanes-Oxley  Act of  2002.  (Filed
                  herewith.)

           32.2   Certification of Chief Financial  Officer of Corporate General
                  Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
                  to  Section  906 of the  Sarbanes-Oxley  Act of  2002.  (Filed
                  herewith.)

(b) The  Registrant  filed no reports on Form 8-K during the period from October
    1, 2003 through December 31, 2003.




<PAGE>





                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 25th day of
March, 2004.

                                              CNL INCOME FUND V, LTD.

                                              By:CNL REALTY CORPORATION
                                                 General Partner

                                                 /s/ Robert A. Bourne
                                                 -----------------------------
                                                 ROBERT A. BOURNE, President


                                              By:ROBERT A. BOURNE
                                                 General Partner

                                                 /s/ Robert A. Bourne
                                                 -----------------------------
                                                 ROBERT A. BOURNE


                                              By:JAMES M. SENEFF, JR.
                                                 General Partner

                                                 /s/ James M. Seneff, Jr.
                                                 -----------------------------
                                                 JAMES M. SENEFF, JR.



<PAGE>

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

 <c>
               Signature                                  Title                                  Date



/s/ Robert A. Bourne                     President,   Treasurer   and   Director            March 25, 2004
------------------------------------     (Principal Financial and Accounting
Robert A. Bourne                          Officer)





/s/ James M. Seneff, Jr.                 Chief  Executive  Officer and  Director            March 25, 2004
------------------------------------     (Principal Executive Officer)
James M. Seneff, Jr.


</TABLE>


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2003, 2002, and 2001

<TABLE>
<CAPTION>

 <c>
                                                       Additions                           Deductions
                                           ----------------------------------      ----------------------------
                                                                                                          Collected
                                                                                                          or Deter-
                                   Balance at       Charged to       Charged to           Deemed          mined to       Balance
                                    Beginning       Costs and           Other           Uncollec-          be Col-       at End
  Year          Description          of Year         Expenses         Accounts            tible           lectible       of Year
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

  2001        Allowance for
                 doubtful
                 accounts (a)         $ 134,799          $    --        $   35,317 (b)    $ 134,799 (c)       $   --      $ 35,317
                                  ==============  ===============  ================    =============     ============  ============

  2002        Allowance for
                 doubtful
                 accounts (a)         $  35,317         $     --        $   41,780 (b)    $  69,057 (c)      $    --      $  8,040
                                  ==============  ===============  ================    =============     ============  ============

  2003        Allowance for
                 doubtful
                 accounts (a)         $  8,040          $     --        $   69,964 (b)      $    --         $ 17,752   $    60,252
                                  ==============  ===============  ================    =============     ============  ============
</TABLE>


(a) deducted from receivables on the balance sheet.

(b) reduction of rental and other income.

(c) amounts written off as uncollectible.





<PAGE>
                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2003

<TABLE>
<CAPTION>

 <c>
                                                                          Costs Capitalized
                                                                            Subsequent To         Net Cost Basis at Which
                                                        Initial Cost        Acquisition          Carried at Close of Period (c)
                                            --------------------------  --------------------  --------------------------------------
                                  Encum-                 Buildings and   Improve-   Carrying                Buildings and
                                 brances       Land       Improvements    ments      Costs       Land       Improvements    Total
                                ----------- ------------  ------------  ----------  --------  ------------  -----------  -----------
Properties the Partnership
   has Invested in Under
   Operating Leases:

    Arby's Restaurants:
      Connorsville, Indiana (i)     -          $109,881             -    $591,137         -      $109,881     $591,137      $701,018
      South Haven, Michigan         -           120,847       599,339     120,363         -       120,847      719,702       840,549

    Captain D's Restaurant:
      Belleville, Illinois          -           186,050       383,781           -         -       186,050      383,781       569,831

    Denny's Restaurant:
      New Castle, Indiana           -           117,394       471,340           -         -       117,394      471,340       588,734

    Golden Corral Buffet and Grill:
          Victoria, Texas           -           504,787       742,216           -         -       504,787      742,216     1,247,003

    IHOP:
        Houston, Texas              -           513,384       671,713           -         -       513,384      671,713     1,185,097

    Pizza Hut Restaurant:
        Mexia, Texas                -           237,944       200,501           -         -       237,944      200,501       438,445

    Taco Bell Restaurants:
      Centralia, Washington         -           215,302             -     378,836         -       215,302      378,836       594,138

    Tony Romas:
      Sandy, Utah                   -           595,330             -           -         -       595,330           (f)      595,330

    Wendy's Old Fashioned
      Hamburger Restaurants:
          Tampa, Florida            -           336,220       462,400           -         -       336,220      462,400       798,620

                                            ------------  ------------  ----------  --------  ------------  -----------  -----------

                                             $2,937,139    $3,531,290   $1,090,336        -    $2,937,139   $4,621,626    $7,558,765
                                            ============  ============  ==========  ========  ============  ===========  ===========

Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

    Captain D's Restaurant
        Zanesville, Ohio            -           $99,651      $390,518           -         -            (f)          (f)          (f)

    Tony Romas:
        Sandy, Utah                 -                 -       911,072           -         -             -           (f)          (f)
                                            ------------  ------------  ----------  --------

                                                $99,651    $1,301,590           -         -
                                            ============  ============  ==========  ========

</TABLE>


<PAGE>


                                  Life on Which
                                 Depreciation in
               Date                Latest Income
Accumulated   of Con-   Date      Statement is
Depreciation  struction Acquired     Computed
 -----------  -------   -------    -------------





    $259,389    1989    03/89          (b)
     272,542    1989    03/89          (h)


     189,225    1988    03/89          (b)


     187,845    1989    02/89          (g)


     347,222    1989    12/89          (b)


     136,521    1997    11/97          (b)


      98,580    1985    03/89          (b)


     177,839    1989    08/89          (b)


          (d)   1997    12/97          (d)



     228,626    1987    02/89          (b)

  -----------

  $1,897,789
  ===========






          (e)   1988    03/89          (e)


          (d)   1997    12/97          (d)



<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2003


(a)      Transactions in real estate and accumulated depreciation are summarized
         below.  The  balances  in 2003,  2002,  and 2001 have been  adjusted to
         reflect  the   reclassification   of   properties   accounted   for  as
         discontinued operations.
<TABLE>
<CAPTION>

 <c>
                                                                                               Accumulated
                                                                              Cost            Depreciation
                                                                         ----------------    -------------------
            Properties the Partnership has Invested in Under
              Operating Leases:

                 Balance, December 31, 2000                                $  9,448,217         $  1,813,237
                 Acquisition                                                    371,418                   --
                 Disposition                                                   (295,909  )           (40,370 )
                 Provision for write-down of assets                            (156,645  )                --
                 Depreciation expense                                                --              203,580
                                                                         ----------------    ----------------

                 Balance, December 31, 2001                                   9,367,081            1,976,447
                 Dispositions                                                (1,638,532  )          (406,993 )
                 Depreciation expense                                                --              164,175
                                                                         ----------------    ----------------

                 Balance, December 31, 2002                                   7,728,549            1,733,629
                 Dispositions (i)                                              (169,784  )                --
                 Depreciation expense                                                --              164,160
                                                                         ----------------    ----------------

                 Balance, December 31, 2003                                $  7,558,765         $  1,897,789
                                                                         ================    ================
</TABLE>


(b)      Depreciation  expense is computed for buildings and improvements  based
         upon estimated lives of 30 years.

(c)      As of December 31, 2003, the aggregate cost of the Partnership's wholly
         owned Properties was $9,232,377 for federal income tax purposes. All of
         the  leases are  treated as  operating  leases for  federal  income tax
         purposes.

(d)      The portion of the lease  relating to the building has been recorded as
         a direct financing lease. The cost of the building has been included in
         the net investment in direct financing leases; therefore,  depreciation
         is not applicable.

(e)      The  lease  for the land and  building  has been  recorded  as a direct
         financing lease. The cost of the land and building has been included in
         net investment in direct financing leases;  therefore,  depreciation is
         not applicable.

(f)      Certain  components of the lease relating to the land and building have
         been recorded as a direct financing lease.  Accordingly,  costs related
         to these components of this lease are not shown.

(g)      Effective  January  1994,  the lease  for this  Property  was  amended,
         resulting in the  reclassification of the building portion of the lease
         as an operating  lease.  The building was recorded at net book value as
         of  January  1,  1994,  and  will be  depreciated  over  its  remaining
         estimated life of approximately 25 years.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2003


(h)      Effective  February 1994,  the lease for this Property was  terminated,
         resulting in the lease's  reclassification  as an operating  lease. The
         building was recorded at net book value as of February 1994 and will be
         depreciated  over its  remaining  estimated  life of  approximately  25
         years.

(i)      During the year ended December 31, 2003, the Partnership sold an excess
         parcel of land relating to this Property.



<PAGE>



                                  EXHIBIT INDEX

Exhibit Number

(a)  Exhibits

        3.1    Amended  and  Restated   Affidavit  and  Certificate  of  Limited
               Partnership  of CNL Income Fund V, Ltd.  (Included as Exhibit 3.1
               to Form 10-K filed with the Securities and Exchange Commission on
               March 31, 1994, and incorporated herein by reference.)

        3.2    Amended  and  Restated   Affidavit  and  Certificate  of  Limited
               Partnership  of CNL Income Fund V, Ltd.  (Included as Exhibit 3.1
               to Form 10-K filed with the Securities and Exchange Commission on
               March 31, 1994, and incorporated herein by reference.)

        4.2    Amended  and  Restated   Certificate  and  Agreement  of  Limited
               Partnership  of CNL Income Fund V, Ltd.  (Included as Exhibit 4.2
               to Form 10-K filed with the Securities and Exchange Commission on
               March 31, 1994, and incorporated herein by reference.)

        10.1   Management  Agreement  between  CNL Income  Fund V, Ltd.  and CNL
               Investment Company.  (Included as Exhibit 10.1 to Form 10-K filed
               with the  Securities  and Exchange  Commission on March 31, 1994,
               and incorporated herein by reference.)

        10.2   Assignment of Management Agreement from CNL Investment Company to
               CNL Income Fund Advisors,  Inc. (Included as Exhibit 10.2 to Form
               10-K filed with the Securities  and Exchange  Commission on March
               30, 1995, and incorporated herein by reference.)

        10.3   Assignment of Management Agreement from CNL Income Fund Advisors,
               Inc. to CNL Fund Advisors, Inc. (Included as Exhibit 10.3 to Form
               10-K filed with the Securities  and Exchange  Commission on April
               1, 1996, and incorporated herein by reference.)

        10.4   Assignment of Management  Agreement from CNL Fund Advisors,  Inc.
               to CNL APF Partners,  LP.  (Included as Exhibit 10.4 to Form 10-Q
               filed with the  Securities  and Exchange  Commission on August 9,
               2001, and incorporated herein by reference.)

        10.5   Assignment of Management  Agreement from CNL APF Partners,  LP to
               CNL  Restaurants  XVIII,  Inc.  (Included as Exhibit 10.5 to Form
               10-Q filed with the Securities and Exchange  Commission on August
               13, 2002, and incorporated herein by reference.)

        31.1   Certification  of Chief  Executive  Officer of Corporate  General
               Partner  Pursuant to Rule  13a-14 as Adopted  Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

        31.2   Certification  of Chief  Financial  Officer of Corporate  General
               Partner  Pursuant to Rule  13a-14 as Adopted  Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

        32.1   Certification  of Chief  Executive  Officer of Corporate  General
               Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

        32.2   Certification  of Chief  Financial  Officer of Corporate  General
               Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)



<PAGE>


                                  EXHIBIT 31.1





<PAGE>


                                  EXHIBIT 31.2




<PAGE>


                                  EXHIBIT 32.1


<PAGE>



                                  EXHIBIT 32.2