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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549
                                  FORM 10-K/A
                                Amendment No. 2

(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, 1998
                                           -------------------

                                      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) 650-1000

          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]

     Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The registrant registered an offering of 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
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     The Form 10-K of CNL Income Fund V, Ltd. for the year ended December 31,
1998 is being amended to revise the disclosure under Item 1. Business.

                                    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.  During the year ended December 31, 1996, the Partnership sold its
Property in St. Cloud, Florida, to the tenant of the Property and accepted
$100,000 in cash and a promissory note for the remaining sales price of the
Property.  During the year ended December 31, 1997, the Partnership sold its
Properties in Franklin and Smyrna, Tennessee; Salem, New Hampshire; Port St.
Lucie and Tampa, Florida, and Richmond, Indiana.  The Partnership reinvested a
portion of these net sales proceeds in a Property in Houston, Texas and a
Property in Sandy, Utah.  In addition, the Partnership reinvested a portion of
the net sales proceeds in a Property in Mesa, Arizona and a Property in
Vancouver, Washington, as tenants-in-common, with affiliates of the General
Partners.  During the year ended December 31 1998, the Partnership also sold its
Properties in Port Orange, Florida, and Tyler, Texas.  The Partnership used a
portion of the sales proceeds to enter into a joint venture arrangement, RTO
Joint Venture, with an affiliate of the Partnership which has the same General
Partners.  As a result of the above transactions, as of December 31, 1998, the
Partnership owned 25 Properties.  The 25 Properties include interests in four
Properties owned by joint ventures in which the Partnership is a co-venturer and
two Properties owned with affiliates 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.

     On March 11, 1999, the Partnership entered into an Agreement and Plan of
Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership would be merged with and into a subsidiary of APF (the "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term, "triple-net" basis to operators of
national and regional restaurant chains.  APF has agreed to issue shares of its
common stock, par value $0.01 per share (the "APF Shares"), as consideration for
the Merger.  At a special meeting of the partners that is expected to be held in
the fourth quarter of 1999, Limited Partners holding in excess of 50% of the
Partnership's outstanding limited partnership interests must approve the Merger
prior to consummation of the transaction.  If the Limited Partners at the
special meeting approve the Merger, APF will own the Properties and other assets
of the Partnership.

     In the event that the Limited Partners vote against the Merger, the
Partnership will hold 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 will consider factors such as potential capital
appreciation, net cash flow and federal income tax considerations.  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.
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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 seven to 20 years (the average being 18 years) and expire
between 2001 and 2018.  All leases are 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 $38,500
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 five-year
renewal options subject to the same terms and conditions as the initial lease.
Lessees of all of the Partnership's Properties also have been granted options to
purchase Properties at the Property's then fair market value, or pursuant to a
formula based on the original cost of the Property, after a specified portion of
the lease term has elapsed.  Fair market value will be determined through an
appraisal by an independent appraisal firm.

     The leases also 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.

     The tenant relating to the Property in Lebanon, New Hampshire, in which the
Partnership has a 66.5% interest, defaulted under the terms of its agreement,
and in February 1995, ceased operations of the restaurant on the Property.  The
Partnership is currently seeking a replacement tenant or a purchaser for this
Property.

     In February 1994, the tenant of the Properties in Belding and South Haven,
Michigan, defaulted under the terms of its leases and a new operator began
occupying the Properties on a month-to-month basis for reduced rental amounts.
The new operator ceased operations of the Belding and South Haven Properties in
October 1994 and October 1995, respectively.  In June 1997, the Partnership
entered into an operating agreement with a new operator for the Property in
South Haven, Michigan.  In March 1998, the Partnership entered into a new lease
for the South Haven Property with the former operator as tenant, to operate the
Property.  The lease terms of this Property are substantially the same as the
Partnership's other leases as described above in the first three paragraphs of
this section.  The Partnership is currently seeking a replacement tenant or a
purchaser for the Property in Belding, Michigan.

     In May 1998, the Partnership contributed a portion of the net sales
proceeds from the sale of the Property in Tyler, Texas in a joint venture
arrangement, RTO Joint Venture, with an affiliate of the Partnership which has
the same General Partners as described below in "Joint Venture Arrangements."
The lease terms for this Property are substantially the same as the
Partnership's other leases as described above in the first three paragraphs of
this section.

     In August 1998, the Partnership terminated the lease with the tenant of the
Property in Daleville, Indiana, due to financial difficulties the tenant is
experiencing.  The Partnership is currently seeking a new tenant or purchaser
for this Property.

     During 1994, the lease relating to the Property in New Castle, Indiana was
amended to provide for the payment of reduced annual base rent with no scheduled
rent increases.  However, the lease amendment provided for lower percentage rent
breakpoints, as compared to the original lease agreement, a change that was
designed to result in higher percentage rent payments at any time that
percentage rent became payable.  This created rental payments under the amended
lease that were equal to or greater than the original lease during the term of
the lease.  In accordance with a provision in the amendment, as a result of the
former tenant assigning the lease to a new tenant during 1998, the rent under
the assigned lease reverted back to those that were required under the original
lease agreement.

Major Tenants

     During 1998, Golden Corral Corporation contributed more than ten percent of
the Partnership's total rental and mortgage interest income (including rental
income from the Partnership's consolidated joint venture and the
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Partnership's share of the rental income from three Properties owned by
unconsolidated joint ventures and two Properties owned with affiliates as
tenants-in-common). As of December 31, 1998, Golden Corral Corporation was the
lessee under leases relating to two restaurants. It is anticipated that, based
on the minimum rental payments required by the leases, this lessee will continue
to contribute more than ten percent of the Partnership's total rental and
mortgage interest income in 1999. In addition, two Restaurant Chains, Golden
Corral and Wendy's Old Fashioned Hamburger Restaurants, each accounted for more
than ten percent of the Partnership's total rental and mortgage interest income
in 1998 (including rental income from the Partnership's consolidated joint
venture and the Partnership's share of the rental income from three Properties
owned by unconsolidated joint ventures and two Properties owned with affiliates
as tenants-in-common). It is anticipated that these two Restaurant Chains each
will continue to account for more than ten percent of the total rental and
mortgage interest income to which the Partnership is entitled under the terms of
the leases and mortgage note. Any failure of these lessees or these Restaurant
Chains could materially affect the Partnership's income if the Partnership is
not able to re-lease the Properties in a timely manner. No single tenant or
group of affiliated tenants lease Properties with an aggregate carrying value in
excess of 20 percent of the total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

     The Partnership has entered into a joint venture arrangement, CNL/Longacre
Joint Venture, with an unaffiliated entity, to purchase and hold a Property
through such joint venture.  The Partnership has also entered into three
separate joint venture arrangements:  Cocoa Joint Venture with CNL Income Fund
IV, Ltd., an affiliate of the General Partners, to purchase and hold one
Property; Halls Joint Venture with CNL Income Fund VII, Ltd., an affiliate of
the General Partners, to purchase and hold one Property; and RTO Joint Venture
with CNL Income Fund III, Ltd., an affiliate of the General Partners, to
purchase and hold one Property.  The affiliates are limited partnerships
organized pursuant to the laws of the State of Florida.

     Each joint venture arrangement provides for the Partnership and its joint
venture partners to share in all costs and benefits associated with the joint
venture in proportion to each partner's percentage interest in the joint
venture.  The Partnership has a 66.5% interest in CNL/Longacre Joint Venture, a
43 percent interest in Cocoa Joint Venture, a 48.9% interest in Halls Joint
Venture, and a 53.12% interest in RTO Joint Venture.  The Partnership and its
joint venture partners are jointly and severally liable for all debts,
obligations, and other liabilities of the joint ventures.

     Each joint venture has an initial term of 20 to 30 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 unless terminated 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.

     The Partnership has management control of the CNL/Longacre Joint Venture
and shares management control equally with affiliates of the General Partners
for Cocoa Joint Venture and Halls Joint Venture.  The joint venture agreements
restrict each venturer's ability to sell, transfer or assign its joint venture
interest without first offering it for sale to its joint venture partner, either
upon such terms and conditions as to which the venturers may agree or, in the
event the venturers cannot agree, on the same terms and conditions as any offer
from a third party to purchase such joint venture interest.

     Net cash flow from operations of CNL/Longacre Joint Venture, Cocoa Joint
Venture, Halls Joint Venture and RTO Joint Venture is distributed 66.5%, 43.0
percent, 48.9%, and 53.12%, respectively, to the Partnership and the balance is
distributed to each of the other joint venture partners.  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.

     In addition to the above joint venture agreements, in 1997, the Partnership
entered into separate agreements to hold a Property in Mesa, Arizona, as
tenants-in-common, with CNL Income Fund II, Ltd., an affiliate of the General
Partners; and to hold a Property in Vancouver, Washington, as tenants-in-common,
with CNL Income Fund, Ltd., CNL Income Fund II, Ltd. and CNL Income Fund VI,
Ltd., affiliates of the General Partners.  The affiliates are limited
partnerships organized pursuant to the laws of the State of Florida.  The
agreements provide for the Partnership and the affiliates to share in the
profits and losses of the Properties in proportion to each co-tenant's
percentage
<PAGE>

interest. The Partnership owns a 42.09% and a 24.78% interest in the Property in
Mesa, Arizona and the Property in Vancouver, Washington, respectively. The
tenancy in common agreement restricts each co-tenant's ability to sell,
transfer, or assign its interest in the tenancy in common's Property without
first offering it for sale to the remaining co-tenant.

     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

     CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain services relating to management of the Partnership and its Properties
pursuant to a management agreement.  Under this agreement, CNL Fund Advisors,
Inc. 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.  CNL Fund Advisors, Inc. also
assists the General Partners in negotiating the leases.  For these services, the
Partnership has agreed to pay CNL Fund Advisors, Inc. 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 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").

     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.

Employees

     The Partnership has no employees.  The officers of CNL Realty Corporation
and the officers and employees of CNL Fund Advisors, Inc. 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 Group,
Inc., a diversified real estate company, and its affiliates, who may also
perform certain services for the Partnership.
<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 17/th/ day of
December, 1999.


                                            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>
       Signature                               Title                                    Date
       ---------                               -----                                    ----
<S>                              <C>                                             <C>
/s/ Robert A. Bourne             President, Treasurer and Director               December 17, 1999
--------------------------
Robert A. Bourne                 (Principal Financial and Accounting
                                 Officer)

/s/ James M. Seneff, Jr.         Chief Executive Officer and Director            December 17, 1999
--------------------------
James M. Seneff, Jr.             (Principal Executive
                                 Officer)
</TABLE>