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, 1996

                                      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)

                       400 East South Street, Suite 500
                            Orlando, Florida  32801
         (Address of principal executive offices, including zip code)

      Registrant's telephone number, including area code:  (407) 422-1574

          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










                                    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,
totalled $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, 1995, the Partnership
sold its Property in Myrtle Beach, South Carolina, to the tenant of the
Property and accepted a promissory note for the full sales price of the
Property. 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.  As a result of the above transactions, the Partnership currently
owns 28 Properties, including interests in three Properties owned by joint
ventures in which the Partnership is a co-venturer.  Generally, the Properties
are leased on a triple-net basis with the lessee responsible for all repairs
and maintenance, property taxes, insurance and utilities.

      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.  In general, the General Partners plan to seek
the sale of some of the Properties commencing seven to 12 years after their
acquisition.  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 seven to 20 years (the average being 18 years) and
expire between 2001 and 2009.  All leases are on a triple-net basis, with the
lessee 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
$37,800 to $150,400.  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 the percentage rent
calculated under the lease formula or a specified percentage (ranging from
one-fourth to five percent) of either the purchase price paid by the
Partnership for the Property or gross sales.

      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.  Certain lessees 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


                                       1






specified portion of the lease term  has elapsed.   Additionally,  one lease
provides  the lessee  an option  to purchase up to a 49 percent interest in
the Property, after a specified portion of the lease term has elapsed, at an
option purchase price similar to those described above multiplied by the
percentage interest in the Property with respect to which the option is being
exercised.

      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.

      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.  The Partnership is
currently seeking replacement tenants for both Properties.

Major Tenants

      During 1996, one lessee of the Partnership and its consolidated joint
venture, Shoney's, Inc., contributed more than ten percent of the
Partnership's total rental income (including rental income from the
Partnership's consolidated joint venture and the Partnership's share of the
rental income from two Properties owned by unconsolidated joint ventures).  As
of December 31, 1996, Shoney's, Inc. was the lessee under leases relating to
four 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 income in 1997 and
subsequent years.  In addition, three Restaurant Chains, Perkins, Denny's 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 1996
(including rental income from the Partnership's consolidated joint venture and
the Partnership's share of the rental income from two Properties owned by
unconsolidated joint ventures).  In subsequent years, it is anticipated that
these three 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 Shoney's, Inc. or these Restaurant Chains could materially affect
the Partnership's income.  No single tenant or group of affiliated tenants
lease Properties with an aggregate carrying value, excluding acquisition fees
and certain acquisition expenses, in excess of 20 percent of the total assets
of the Partnership.

Joint Venture Arrangements

      The Partnership has entered into three separate joint venture
arrangements, CNL/Longacre Joint Venture, Cocoa Joint Venture and Halls Joint
Venture, to purchase and hold three Properties through such joint ventures.
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 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,


                                       2






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 and Halls Joint Venture is distributed 66.5%, 43.0% and 49.0%,
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.

Certain Management Services

      CNL Investment Company, 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 through December 31,
1994.  Under this agreement, CNL Investment Company was 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 Investment Company also assisted the General
Partners in negotiating the leases.  For these services, the Partnership had
agreed to pay CNL Investment Company 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").

      Effective January 1, 1995, certain officers and employees of CNL
Investment Company became officers and employees of CNL Income Fund Advisors,
Inc., an affiliate of the General Partners, and CNL Investment Company
assigned its rights in, and its obligations under, the management agreement
with the Partnership to CNL Income Fund Advisors, Inc.  In addition, effective
October 1, 1995, CNL Income Fund Advisors, Inc. assigned its rights in, and
its obligations under, the management agreement with the Partnership to CNL
Fund Advisors, Inc.  All of the terms and conditions of the management
agreement, including the payment of fees, as described above, remain
unchanged.

      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.

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.

      At the time the Partnership elects to dispose of its Properties, other
than as a result of the exercise of tenant options to purchase Properties, the
Partnership will be in competition with other persons and entities to locate
purchasers for its Properties.

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.


                                       3







ITEM 2.  PROPERTIES

      As of December 31, 1996, the Partnership owned, either directly or
through joint venture arrangements, 28 Properties located in 12 states.
Reference is made to the Schedule of Real Estate and Accumulated Depreciation
filed with this report for a listing of the Properties and their respective
costs, including acquisition fees and certain acquisition expenses.

Description of Properties

      Land.  The Partnership's Property sites range from approximately 12,300
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.

      Buildings.  Generally, each of the Properties owned 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.

      Generally, a lessee is required, under the terms of its lease agreement,
to make such capital expenditures as may be reasonably necessary to refurbish
buildings, premises, signs and equipment so as to comply with the lessee's
obligations, if applicable, under the franchise agreement to reflect the
current commercial image of its Restaurant Chain.  These capital expenditures
are required to be paid by the lessee during the term of the lease.

      Leases with Major Tenants.  The terms of each of the leases with the
Partnership's major tenant as of December 31, 1996 (see Item 1.  Business -
Major Tenants), are substantially the same as those described in Item 1.
Business - Leases.

      Shoney's, Inc. leases two Shoney's restaurants and two Captain D's
restaurants with an initial term of 20 years (expiring in 2008) and average
minimum base annual rent of approximately $63,000 (ranging from approximately
$49,000 to $84,700).

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


ITEM 3.  LEGAL PROCEEDINGS

      Neither the Partnership, nor its General Partners or any affiliate of
the General Partners, 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.


                                       4







                                    PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      As of February 28, 1997, there were 2,494 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.  Limited Partners
who wish to sell their Units may offer the Units for sale pursuant to the
Partnership's distribution reinvestment plan (the "Plan"), and Limited
Partners who wish to have their distributions used to acquire additional Units
(to the extent Units are available for purchase), may do so pursuant to such
Plan.  The General Partners have the right to prohibit transfers of Units.
The price paid for any Unit transferred pursuant to the Plan has been $475 per
Unit.  The price to be paid for any Unit transferred other than pursuant to
the Plan is 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 1996 and 1995 other
than pursuant to the Plan, net of commissions (which ranged from zero to 19
percent).

                                 1996 (1)                1995 (1)
                           ---------------------   ---------------------
                            High    Low  Average    High    Low  Average
                           ------  ----- -------   ------  ----- -------
      First Quarter          $475   $402    $459     $475   $450    $472
      Second Quarter          475    333     415      475    440     452
      Third Quarter           475    350     432      475    415     442
      Fourth Quarter          451    396     414      475    340     460

(1)   A total of 592 and 1,133 Units were transferred other than pursuant to
      the Plan for the years ended December 31, 1996 and 1995, 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 each of the years ended December 31, 1996 and 1995, the Partnership
declared cash distributions of $2,300,000 to the Limited Partners.
Distributions of $575,000 were declared at the close of each of the
Partnership's calendar quarters during 1996 and 1995 to the Limited Partners.
These amounts include monthly distributions made in arrears for the Limited
Partners electing to receive distributions on this basis.  No amounts
distributed to partners for the years ended December 31, 1996 and 1995, are
required to be or have been treated by the Partnership as a return of capital
for purposes of calculating the Limited Partners' return on their adjusted
capital contributions.  No distributions have been made to the General
Partners to date.

      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.


                                       5








ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                      1996          1995           1994           1993           1992
                                   -----------   -----------    -----------    -----------    -----------
<S>                                <C>           <C>            <C>            <C>            <C>
Year Ended December 31:
   Revenues (1)                    $ 2,279,880   $ 2,314,818    $ 2,354,981    $ 2,421,786    $ 2,474,896
   Net income (2)                    1,428,159     1,679,820      1,743,029      1,794,894      1,975,431
   Cash distributions declared       2,300,000     2,300,000      2,300,000      2,300,000      2,300,000
   Net income per Unit (2)               28.31         33.26          34.51          35.54          39.11
   Cash distributions declared
      per Unit                           46.00         46.00          46.00          46.00          46.00

At December 31:
   Total assets                    $20,133,002   $20,760,182    $21,299,865    $21,850,488    $21,749,120
   Partners' capital                18,982,619    19,694,760     20,283,440     20,840,411     21,345,517

</TABLE>


(1)   Revenues include equity in earnings of unconsolidated joint ventures and
      minority interest in income or loss of the consolidated joint venture.

(2)   Net income for the year ended December 31, 1996, includes $239,525 for a
      provision for loss on land and buildings and $19,369 from a gain on sale
      of land and buildings.  Net income for the year ended December 31, 1995,
      includes $5,924 from a gain on sale of land and building.

      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
selected national and regional fast-food and family-style Restaurant Chains.
The leases are triple-net leases, with the lessee generally responsible for
all repairs and maintenance, property taxes, insurance and utilities.  As of
December 31, 1996, the Partnership owned 28 Properties, either directly or
indirectly through joint venture arrangements.

Liquidity and Capital Resources

      The Partnership's primary source of capital for the years ended December
31, 1996, 1995 and 1994, was cash from operations (which includes cash
received from tenants, distributions from joint ventures and interest
received, less cash paid for expenses).  Cash from operations was $2,103,745,
$2,142,918 and $2,177,079 for the years ended December 31, 1996, 1995 and
1994, respectively.  The decrease in cash from operations during 1996, and
1995, each as compared to the previous year, is primarily a result of changes
in income and expenses as discussed in "Results of Operations" below and
changes in the Partnership's working capital during each of the respective
years.  Cash from operations was also affected by the following during the
years ended December 31, 1996, 1995 and 1994.

      During 1994, the tenant of the Properties in Belding and South Haven,
Michigan, continued to be in default under the terms of a promissory note with
the Partnership.  In addition, in February 1994, the tenant defaulted under
the terms of its leases with the Partnership and vacated the Properties.  As a
result, the Partnership established an allowance for doubtful accounts of
$138,716 for amounts relating to the note and other rental payments due to the
Partnership for these two Properties and a new operator began operating the
Properties on a month-to-month basis for reduced rental amounts.  The new
operator ceased operations and rental payments in October 1994 and October
1995 for the Properties in Belding and South Haven, Michigan, respectively.
Due to the fact that the Partnership does not expect to receive any additional
amounts from the original tenant of these Properties, the Partnership


                                       6







reversed all past due rental and other amounts relating to these two
Properties, and the related allowance for doubtful accounts of $153,800 during
1995.

      Other sources and uses of capital included the following during the
years ended December 31, 1996, 1995 and 1994.

       During the years ended December 31, 1996 and 1995, the Partnership
received $159,700 and $31,500, respectively, in capital contributions from the
corporate general partner in connection with the operations of the
Partnership.  No such contributions were made during the year ended December
31, 1994.  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.

      In August 1995, the Partnership sold its Property in Myrtle Beach, South
Carolina, to the tenant of the Property for $1,040,000, and in connection
therewith, accepted a promissory note in the principal sum of $1,040,000,
collateralized by a mortgage on the Property.  The note bears interest at a
rate of 10.25% per annum and is being collected in 59 equal monthly
installments of $9,319, with a balloon payment of $1,006,004 due in July 2000.
Collections commenced August 1, 1995.  In accordance with Statement of
Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate,"
the Partnership recorded the sale of the Property using the installment sales
method.  Therefore, the gain on the sale of the Property was deferred and is
being recognized as income proportionately as payments of principal under the
mortgage note are collected.  The Partnership recognized a gain of $924 and
$1,571 for financial reporting purposes for the years ended December 31, 1996
and 1995, respectively, and had a deferred gain in the amount of $140,717 and
$141,641 at December 31, 1996 and 1995, respectively.  The mortgage note
receivable balance relating to this Property at December 31, 1996 and 1995,
was $889,891 and $895,736, respectively, including accrued interest of $8,729
and $8,786, respectively, and net of the remaining deferred gain of $140,717
and $141,641, respectively.  The General Partners anticipate that payments
collected under the mortgage note will be reinvested in additional Properties
or used for other Partnership purposes.

      In addition, in October 1996, the Partnership sold its Property in St.
Cloud, Florida, to the tenant for $1,150,000.  In connection therewith, the
Partnership received $100,000 in cash and accepted the remaining sales
proceeds in the form of a promissory note in the principal sum of $1,057,299,
representing the balance of the sales price of $1,050,000 plus tenant closing
costs in the amount of $7,299 the Partnership financed on behalf of the
tenant.  The promissory note bears interest at a rate of 10.75% per annum, is
collateralized by a mortgage on the Property, and is being collected in 12
monthly installments of interest only and thereafter in 168 equal monthly
installments of principal and interest.  This sale is also being accounted for
under the installment sales method for financial reporting purposes;
therefore, the gain on the sale of the Property was deferred and is being
recognized as income proportionately as payments of principal under the
mortgage note are collected.  The Partnership recognized a gain of $18,445 for
financial reporting purposes for the year ended December 31, 1996, and had a
deferred gain in the amount of $183,802 at December 31, 1996.  The mortgage
note receivable balance relating to this Property at December 31, 1996, was
$882,967, including accrued interest of $9,471, and net of the remaining
deferred gain of $183,802.  Proceeds received from the collection of this
mortgage note will be distributed to the Limited Partners or will be used for
other Partnership purposes.

      In January 1997, the Partnership sold its Property in Franklin,
Tennessee, for $980,000 and received net sales proceeds of $960,741, resulting
in a loss of approximately $169,463 for financial reporting purposes.  The
Partnership intends to reinvest the net sales proceeds in a replacement
Property.

      None of the Properties owned by the Partnership or the joint ventures 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.

      Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments
pending the Partnership's use of such funds to pay Partnership expenses or to
make distributions to the partners.  At December 31, 1996, the Partnership had
$362,922 invested in such short-term


                                       7








investments as compared to $319,052 at December 31, 1995.  The balance of
funds at December 31, 1996, will be used for the payment of distributions and
other liabilities.

      During 1996, 1995 and 1994, affiliates of the General Partners incurred
on behalf of the Partnership $113,560, $114,204 and $126,417, respectively,
for certain operating expenses.  As of December 31, 1996 and 1995, the
Partnership owed $121,464 and $61,519, respectively, to affiliates for such
amounts and accounting and administrative services.  In addition, as of
December 31, 1996, the Partnership had incurred $34,500 in a real estate
disposition fee due to an affiliate as a result of its services in connection
with the sale of the Property in St. Cloud, Florida.  Amounts payable to other
parties, including distributions payable, increased to $705,130 at December
31, 1996, from $673,098 at December 31, 1995, primarily as a result of the
Partnership continuing to accrue real estate taxes for its Properties located
in Belding and South Haven, Michigan, and Lebanon, New Hampshire.  Liabilities
at December 31, 1996, to the extent they exceed cash and cash equivalents at
December 31, 1996, will be paid from future cash from operations, from amounts
collected under the mortgage notes described above or, in the event the
General Partners elect to make additional capital contributions, from future
General Partner contributions.

      Based primarily on current and anticipated future cash from operations,
and to a lesser extent additional capital contributions from the General
Partners, the Partnership declared distributions to the Limited Partners of
$2,300,000 for each of the years ended December 31, 1996, 1995 and 1994.  This
represents distributions of $46 per Unit for each of the years ended December
31, 1996, 1995 and 1994.  No amounts distributed or to be distributed to the
Limited Partners for the years ended December 1996, 1995 and 1994, are
required to be or have been treated by the Partnership as a return of capital
for purposes of calculating the Limited Partners' return on their adjusted
capital contributions.  The Partnership intends to continue to make
distributions of cash available for distribution to the Limited Partners on a
quarterly basis.

      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.

      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 cash flow in excess of operating expenses.

      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 all leases of the Partnership's Properties are 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.

Results of Operations

      During 1995 and 1994, the Partnership owned and leased 27 wholly owned
Properties (including one Property in Myrtle Beach, South Carolina, which was
sold in August 1995) and during 1996, the Partnership owned and leased 26
wholly owned Properties (including one Property in St. Cloud, Florida, which
was sold in October 1996).  In addition, during 1996, 1995 and 1994, the
Partnership was a co-venturer in three separate joint ventures that each owned
and leased one Property.  As of December 31, 1996, the Partnership owned,
either directly or through joint venture arrangements, 28 Properties which
are, in general, subject to long-term, triple-net leases.  The leases of the
Properties provide for minimum base annual rental amounts (payable in monthly
installments) ranging from approximately $37,800 to $150,400.  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 the percentage rent calculated under the lease
formula or a specified percentage (ranging from one-fourth to five percent) of
either the purchase price paid by the Partnership for the Property or gross
sales.  For further description of the Partnership's leases and Properties,
see Item 1.  Business - Leases and Item 2.  Properties, respectively.


                                       8





      During the years ended December 31, 1996, 1995 and 1994, the Partnership
and its consolidated joint venture, CNL/Longacre Joint Venture, earned
$1,931,573, $2,068,342 and $2,174,472, respectively, in rental income from
operating leases and earned income from direct financing leases.  Rental
income in 1996, as compared to 1995, and rental income in 1995, as compared to
1994, decreased approximately $72,000 and $51,400, respectively, as a result
of the sale of its Property in Myrtle Beach, South Carolina, in August 1995,
as described above in "Liquidity and Capital Resources."  In addition, rental
income in 1996, as compared to 1995, decreased approximately $23,000 as a
result of the of the Property in St. Cloud, Florida, in October 1996, as
discussed above in "Liquidity and Capital Resources".

      Rental and earned income also decreased in 1996 as a result of the
Partnership establishing an allowance for doubtful accounts totalling
approximately $29,500 for rental and other amounts relating to the Hardee's
Properties located in Connorsville and Richmond, Indiana, which are leased by
the same tenant, due to financial difficulties the tenant is experiencing.  As
of February 28, 1997, the Partnership was negotiating an agreement with the
tenant for the collection of past due amounts and will recognize such amounts
as income if collected.  The Partnership is also in the process of negotiating
the sale of the Property in Richmond, Indiana, with the current tenant of the
Property.

      In addition, rental and earned income decreased in 1996, 1995 and 1994,
by approximately $8,000, $51,000 and $36,700, respectively, as a result of the
fact that in February 1994, the former tenant of the Properties in Belding and
South Haven, Michigan, defaulted under the terms of its leases and the
Partnership began accepting reduced rent on a month-to-month basis from a new
operator as discussed above in Item 1.  Business - Leases.  The new operator
ceased operations and rental payments for the Property in Belding, Michigan,
in October 1994.  In addition, in October 1995, the new operator ceased
operations of the Property in South Haven, Michigan, after becoming delinquent
with its rental payments.  Due to the fact that the Partnership does not
expect to receive any additional amounts from the original tenant of these
Properties, the Partnership reversed all past due rental and other amounts
relating to these two Properties, and the related allowance for doubtful
accounts of approximately $153,800 for the year ended December 31, 1995.  The
Partnership currently is not receiving any rental income relating to these two
Properties and the General Partners are seeking replacement tenants for these
Properties.

      Rental income in 1996, 1995 and 1994, also continued to remain at
reduced amounts due to the fact that  the tenant of the Property in Lebanon,
New Hampshire, defaulted under the terms of the lease and in February 1995,
ceased operations of the restaurant on the Property; therefore, the General
Partners are currently seeking a replacement tenant for this Property.  Due to
the fact that the Partnership does not expect to receive any additional
amounts relating to this Property from the former tenant, the Partnership
reversed all past due rental and other amounts relating to this Property, and
the related allowance for doubtful accounts of approximately $275,500 during
1995.

      Rental and earned income for 1997 is expected to remain at reduced
amounts until such time as the Partnership executes new leases for its
Properties in Belding and South Haven, Michigan, and Lebanon, New Hampshire.

      For the years ended December 31, 1996, 1995 and 1994, the Partnership
earned $130,167, $104,455 and $115,011, respectively, in contingent rental
income.  The increase in contingent rental income during 1996, as compared to
1995, is partially attributable to increased gross sales of certain restaurant
Properties requiring the payment of contingent rent.   The decrease in
contingent rental income during 1995, as compared to 1994, is primarily
attributable to a decrease in gross sales of certain restaurant Properties
whose leases require the payment of contingent rental income.

      During the years ended December 31, 1996, 1995 and 1994, the Partnership
earned $147,804, $83,180 and $11,002, respectively, in interest and other
income.  The increase in interest and other income during 1996 and 1995, each
as compared to the previous year, was primarily attributable to the interest
earned on the mortgage notes receivable accepted in connection with the sales
of the Property in Myrtle Beach, South Carolina, in August 1995, and the sale
of the Property in St. Cloud, Florida, in October 1996.


                                       9






      In addition, for the years ended December 31, 1996, 1995 and 1994, the
Partnership earned $46,452, $47,018 and $47,219, respectively, attributable to
net income earned by unconsolidated joint ventures in which the Partnership is
a co-venturer.

      During the years ended December 31, 1996, 1995 and 1994, one lessee of
the Partnership and its consolidated joint venture, Shoney's, Inc.,
contributed more than ten percent of the Partnership's total rental income
(including rental income from the Partnership's consolidated joint venture and
the Partnership's share of the rental income from two Properties owned by
unconsolidated joint ventures).  As of December 31, 1996, Shoney's, Inc. was
the lessee under leases relating to four 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
income during 1997 and subsequent years.  In addition, three Restaurant
Chains, Perkins, Denny's 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 1996 (including rental income from the
Partnership's consolidated joint venture and the Partnership's share of the
rental income from two Properties owned by unconsolidated joint ventures).  In
subsequent years, it is anticipated that these three 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 Shoney's, Inc. or these
Restaurant Chains could materially affect the Partnership's income.

      Operating expenses, including depreciation and amortization expense,
were $631,565, $640,922 and  $611,952 for the years ended December 31, 1996,
1995 and 1994, respectively.  The decrease in operating expenses during 1996,
as compared to 1995, is partially attributable to, and the increase during
1995, as compared to 1994, is partially offset by, a decrease in depreciation
expense due to the sale of the Partnership's Property in Myrtle Beach, South
Carolina, in August 1995, as discussed above in "Liquidity and Capital
Resources".  Operating expenses also decreased during 1996, as compared to
1995, due to a decrease in depreciation expense due to the sale of the
Partnership's Property in St. Cloud, Florida, in October 1996, as discussed
above in "Liquidity and Capital Resources".

      The decrease in operating expenses during 1996, as compared to 1995, is
partially offset by, and the increase during 1995, as compared to 1994, is
partially attributable to, an increase in accounting and administrative
expenses associated with operating the Partnership and its Properties and an
increase in insurance expense as a result of the General Partners' obtaining
contingent liability and property coverage for the Partnership as discussed
above in "Liquidity and Capital Resources."

      During the year ended December 31, 1994, the Partnership recorded a loss
upon the termination of the leases relating to the Properties in Belding and
South Haven, Michigan.  As a result of the lease terminations, the Partnership
reclassified these leases from direct financing leases to operating leases,
whereby the Properties were recorded at cost.  Due to the fact that the net
carrying value of the Properties as direct financing leases exceeded the cost
of the Properties, the Partnership recognized a loss during 1994 for financial
reporting purposes only.  In addition, the Partnership accrued approximately
$17,000, $26,500 and $38,900 during the years ended December 31, 1996, 1995
and 1994, respectively, for real estate taxes relating to these two
Properties.

      Operating expenses during 1996 and 1995 also included approximately
$23,800 and $20,600, respectively,  in real estate taxes relating to the
Property in Lebanon, New Hampshire, as to which the tenant defaulted under the
terms of its lease and in February 1995, ceased operations of the restaurant
Property.   During 1994, the Partnership collected escrowed real estate taxes
from the tenant sufficient to pay the 1994 taxes; therefore, no expense was
recorded for 1994.

      Due to the tenants defaulting under the terms of their lease agreements,
the Partnership expects to continue to incur real estate taxes, insurance and
maintenance expense for its Properties in Belding and South Haven, Michigan,
and the Property in Lebanon, New Hampshire, until such time as a new lease is
executed for each Property.

      In connection with the sale of its Properties in St. Cloud, Florida and
Myrtle Beach, South Carolina, during 1996 and 1995, respectively, as described
above in "Liquidity and Capital Resources," the Partnership recognized a gain
for financial reporting purposes of $19,369 and $1,571 for the years ended
December 31, 1996 and 1995,


                                      10







respectively.  In accordance with Statement of Financial Accounting Standards
No. 66, "Accounting for Sales of Real Estate," the Partnership recorded the
sales using the installment sales method.  As such, the gain on the sales was
deferred and is being recognized as income proportionately as payments under
the mortgage notes are collected.  Therefore, the balance of the deferred gain
of $324,519 at December 31, 1996, will be recognized as income in future
periods as payments are collected.  For federal income tax purposes, gains of
approximately $194,100 and $136,900 from the sale of the Properties in St.
Cloud, Florida, and Myrtle Beach, South Carolina, respectively, were also
deferred and are being recognized as payments under the mortgage notes are
collected.  In October 1995, the Partnership also sold a portion of the land
relating to its Property in Daleville, Indiana, as the result of a right of
way taking and recognized a gain for financial reporting purposes of $4,353
during the year ended December 31, 1995.  No Properties were sold during the
year ended December 31, 1994.

      At December 31, 1996, the Partnership established an allowance for loss
on land and building in the amount of $169,463 for financial reporting
purposes.  The allowance represents the difference between (i) the Property's
carrying value at December 31, 1996, plus the additional rental income
(accrued rental income) that the Partnership had recognized since inception of
the lease relating to the straight-lining of future scheduled rent increases
minus (ii) the net realizable value of $960,741 received as net sales proceeds
in conjunction with the sale of the property in January 1997, as discussed
above in "Liquidity and Capital Resources".

      In addition, during 1996, the Partnership established an allowance for
loss on land and building for its Property in Richmond, Indiana.  The
allowance of $70,062 represents the difference between the Property's carrying
value at December 31, 1996, and the estimated fair value of the Property based
on an anticipated sales price of this Property to the current tenant.

      Effective January 1, 1996, the Partnership adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  The statement
requires that an entity review long-lived assets and certain identifiable
intangibles, to be held and used, for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable.

      The Partnership's leases as of December 31, 1996, 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.  Management expects that increases in
restaurant sales volumes due to inflation and real sales growth should result
in an increase in rental income over time.  Continued inflation also 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.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                      11








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

                                   CONTENTS







                                                                    Page

Report of Independent Accountants                                    13

Financial Statements:

  Balance Sheets                                                     14

  Statements of Income                                               15

  Statements of Partners' Capital                                    16

  Statements of Cash Flows                                           17

  Notes to Financial Statements                                      19


                                      12









                       Report of Independent Accountants



To the Partners
CNL Income Fund V, Ltd.


We have audited the financial statements and the financial statement schedules
of CNL Income Fund V, Ltd. (a Florida limited partnership) listed in Item
14(a) of this Form 10-K.  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 in accordance with generally accepted auditing
standards.  Those standards 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.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CNL Income Fund V, Ltd. as of
December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.  In addition, in our
opinion, the financial statement schedules referred to above, when considered
in relation to the basic financial statements taken as a whole, present
fairly, in all material respects, the information required to be included
therein.



/s/Coopers & Lybrand L.L.P.


Orlando, Florida
January 27, 1997


                                      13









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

                                BALANCE SHEETS


                                                         December 31,
              ASSETS                                 1996           1995
                                                  -----------    -----------

Land and buildings on operating
  leases, less accumulated
  depreciation and allowance for
  loss on land and buildings                      $15,190,278    $16,640,635
Net investment in direct financing
  leases                                            1,941,406      1,987,793
Investment in joint ventures                          465,808        473,138
Mortgage notes receivable, less
  deferred gain                                     1,772,858        895,736
Cash and cash equivalents                             362,922        319,052
Receivables, less allowance for
  doubtful accounts of $37,743 and
  $4,490                                               57,934         68,204
Prepaid expenses                                       10,416         11,921
Accrued rental income                                 277,034        309,357
Other assets                                           54,346         54,346
                                                  -----------    -----------

                                                  $20,133,002    $20,760,182
                                                  ===========    ===========


    LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                  $    25,366    $    13,963
Accrued and escrowed real estate
  taxes payable                                       104,764         84,135
Distributions payable                                 575,000        575,000
Due to related parties                                155,964         61,519
Rents paid in advance                                  11,738         29,370
                                                  -----------    -----------
    Total liabilities                                 872,832        763,987

Minority interest                                     277,551        301,435

Partners' capital                                  18,982,619     19,694,760
                                                  -----------    -----------

                                                  $20,133,002    $20,760,182
                                                  ===========    ===========


                See accompanying notes to financial statements.

                                      14







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

                             STATEMENTS OF INCOME


                                                 Year Ended December 31,
                                              1996        1995        1994
                                           ----------  ----------  ----------

Revenues:
  Rental income from operating leases      $1,746,021  $1,878,584  $1,980,954
  Earned income from direct financing
    leases                                    185,552     189,758     193,518
  Contingent rental income                    130,167     104,455     115,011
  Interest and other income                   147,804      83,180      11,002
                                           ----------  ----------  ----------
                                            2,209,544   2,255,977   2,300,485
                                           ----------  ----------  ----------

Expenses:
  General operating and administra-
    tive                                      178,991     157,741      94,279
  Professional services                        22,605      20,741      24,641
  Bad debt expense                                 -        1,541       4,788
  Real estate taxes                            40,711      47,182      36,926
  State and other taxes                        12,492      15,982      17,740
  Loss on termination of direct
    financing leases                               -           -       30,431
  Depreciation and amortization               376,766     397,735     403,147
                                           ----------  ----------  ----------
                                              631,565     640,922     611,952
                                           ----------  ----------  ----------

Income Before Minority Interest
  in Loss of Consolidated Joint
  Venture, Equity in Earnings of
  Unconsolidated Joint Ventures,
  Gain on Sale of Land and
  Building and Provision for Loss
  on Land and Buildings                     1,577,979   1,615,055   1,688,533

Minority Interest in Loss of
  Consolidated Joint Venture                   23,884      11,823       7,277

Equity in Earnings of Unconsoli-
  dated Joint Ventures                         46,452      47,018      47,219

Gain on Sale of Land and Buildings             19,369       5,924          -

Provision for Loss on Land and
  Buildings                                  (239,525)         -           -
                                           ----------  ----------  ----------

Net Income                                 $1,428,159  $1,679,820  $1,743,029
                                           ==========  ==========  ==========

Allocation of Net Income:
  General partners                         $   12,513  $   16,754  $   17,430
  Limited partners                          1,415,646   1,663,066   1,725,599
                                           ----------  ----------  ----------

                                           $1,428,159  $1,679,820  $1,743,029
                                           ==========  ==========  ==========


Net Income Per Limited Partner Unit        $    28.31  $    33.26  $    34.51
                                           ==========  ==========  ==========

Weighted Average Number of Limited
  Partner Units Outstanding                    50,000      50,000      50,000
                                           ==========  ==========  ==========


                See accompanying notes to financial statements.

                                      15



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

                                       STATEMENTS OF PARTNERS' CAPITAL

                                Years Ended December 31, 1996, 1995 and 1994

<CAPTION>
                        General Partners                   Limited Partners
                        ------------------ -------------------------------------------------
                                   Accumu-                             Accumu-
                         Contri-   lated     Contri-       Distri-     lated      Syndication
                         butions  Earnings   butions       butions    Earnings       Costs        Total
                        --------  -------- -----------  ------------ -----------  -----------  -----------
<S>                     <C>       <C>      <C>          <C>          <C>          <C>          <C>
Balance, December 31,
  1993                  $ 46,000  $ 92,276 $25,000,000  $(10,568,240) $ 9,135,375 $(2,865,000) $20,840,411

    Distributions to
      limited partners
      ($46 per limited
      partner unit)           -         -           -     (2,300,000)          -           -    (2,300,000)
    Net income                -     17,430          -             -     1,725,599          -     1,743,029
                        --------  -------- -----------  ------------  ----------- -----------  -----------

Balance, December 31,
  1994                    46,000   109,706  25,000,000   (12,868,240)  10,860,974  (2,865,000)  20,283,440

    Contributions from
      general partner     31,500        -           -             -            -           -        31,500
    Distributions to
      limited partners
      ($46 per limited
      partner unit)           -         -           -     (2,300,000)          -           -    (2,300,000)
    Net income                -     16,754          -             -     1,663,066          -     1,679,820
                        --------  -------- -----------  ------------  ----------- -----------  -----------

Balance, December 31,
  1995                    77,500   126,460  25,000,000   (15,168,240)  12,524,040  (2,865,000)  19,694,760

    Contributions from
      general partner    159,700        -           -             -            -           -       159,700
    Distributions to
      limited partners
      ($46 per limited
      partner unit)           -         -           -     (2,300,000)          -           -    (2,300,000)
    Net income                -     12,513          -             -     1,415,646          -     1,428,159
                        --------  -------- -----------  ------------  ----------- -----------  -----------

Balance, December 31,
  1996                  $237,200  $138,973 $25,000,000  $(17,468,240) $13,939,686 $(2,865,000) $18,982,619
                        ========  ======== ===========  ============  =========== ===========  ===========


                               See accompanying notes to financial statements.

                                                     16

</TABLE>






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

                           STATEMENTS OF CASH FLOWS


                                              Year Ended December 31,
                                          1996         1995         1994
                                       -----------  -----------  -----------

Increase (Decrease) in Cash and
  Cash Equivalents:

    Cash Flows from Operating
      Activities:
        Cash received from tenants     $ 2,083,722  $ 2,216,111  $ 2,272,510
        Distributions from uncon-
          solidated joint ventures          53,782       53,405       52,701
        Cash paid for expenses            (161,730)    (173,597)    (155,948)
        Interest received                  127,971       46,999        7,816
                                       -----------  -----------  -----------
            Net cash provided by
              operating activities       2,103,745    2,142,918    2,177,079
                                       -----------  -----------  -----------

    Cash Flows from Investing
      Activities:
        Proceeds from sale of land
          and building                     100,000           -            -
        Proceeds from sale of
          portion of land for
          right of way purposes                 -         7,625           -
        Collections on mortgage
          note receivable                    6,713       11,409           -
        Other                              (26,288)          -            -
                                       -----------  -----------  -----------
            Net cash provided by
              investing activities          80,425       19,034           -
                                       -----------  -----------  -----------

    Cash Flows from Financing
      Activities:
        Contributions from general
          partner                          159,700       31,500           -
        Distributions to limited
          partners                      (2,300,000)  (2,300,000)  (2,300,000)
                                       -----------  -----------  -----------
            Net cash used in
              financing activities      (2,140,300)  (2,268,500)  (2,300,000)
                                       -----------  -----------  -----------

Net Increase (Decrease) in Cash
  and Cash Equivalents                      43,870     (106,548)    (122,921)

Cash and Cash Equivalents at
  Beginning of Year                        319,052      425,600      548,521
                                       -----------  -----------  -----------

Cash and Cash Equivalents at End
  of Year                              $   362,922  $   319,052  $   425,600
                                       ===========  ===========  ===========


                See accompanying notes to financial statements.

                                      17








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

                     STATEMENTS OF CASH FLOWS - CONTINUED


                                              Year Ended December 31,
                                          1996         1995         1994
                                       -----------  -----------  -----------

Reconciliation of Net Income to
  Net Cash Provided by Operating
  Activities:

    Net income                         $ 1,428,159  $ 1,679,820  $ 1,743,029
                                       -----------  -----------  -----------
    Adjustments to reconcile net
      income to net cash provided
      by operating activities:
        Loss on termination of
          direct financing leases               -            -        30,431
        Depreciation                       376,766      397,735      402,980
        Minority interest in loss
          of consolidated joint
          venture                          (23,884)     (11,823)      (7,277)
        Amortization                            -            -           167
        Equity in earnings of
          unconsolidated joint
          ventures, net of
          distributions                      7,330        6,387        5,482
        Gain on sale of land
          and building                     (19,369)      (5,924)          -
        Provisions for loss on
          land and buildings               239,525           -            -
        Increase in accrued
          interest on mortgage
          note receivable                   (9,414)      (8,786)          -
        Decrease in receivables             10,270       13,527       13,656
        Decrease (increase) in
          prepaid expenses                   1,505         (534)       1,383
        Decrease in net investment
          in direct financing
          leases                            46,387       42,180       38,532
        Increase in accrued rental
          income                           (27,875)     (30,484)     (64,929)
        Increase in accounts payable
          and accrued expenses              32,032        9,730        3,982
        Increase in due to related
          parties                           59,945       41,585       10,513
        Increase (decrease) in
          rents paid in advance            (17,632)       9,505         (870)
                                       -----------  -----------  -----------
            Total adjustments              675,586      463,098      434,050
                                       -----------  -----------  -----------

Net Cash Provided by Operating
  Activities                           $ 2,103,745  $ 2,142,918  $ 2,177,079
                                       ===========  ===========  ===========

Supplemental Schedule of Non-Cash
  Investing and Financing
  Activities:

    Mortgage note accepted
      in connection with sale
      of land and building             $ 1,057,299  $ 1,040,000  $        -
                                       ===========  ===========  ===========

    Distributions declared and
      unpaid at December 31            $   575,000  $   575,000  $   575,000
                                       ===========  ===========  ===========


                See accompanying notes to financial statements.

                                      18









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

                         NOTES TO FINANCIAL STATEMENTS

                 Years Ended December 31, 1996, 1995 and 1994


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 percent 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
      acquisition of land and buildings at cost, including acquisition and
      closing costs.  Land and buildings are leased to unrelated third parties
      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.  The leases are accounted for
      using either the direct financing or the operating methods.  Such
      methods are described below:

            Direct financing method - The 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) (Note 4).  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.

            Operating method - Land and building 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.


                                      19





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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


1.    Significant Accounting Policies - Continued:


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

      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.  Although the general partners have made their best estimate
      of these factors based on current conditions, it is reasonably possible
      that changes could occur in the near term which could adversely affect
      the general partners' estimate of net cash flows expected to be
      generated from its properties and the need for asset impairment write-
      downs.  If an impairment is indicated, a loss will be recorded for the
      amount by which the carrying value of the asset exceeds its fair market
      value.

      When the collection of amounts recorded as rental or other income are
      considered to be doubtful, an adjustment is made to increase the
      allowance for doubtful accounts, which is netted against receivables,
      and to decrease rental or other income or increase bad debt expense for
      the current period, although the Partnership continues to pursue
      collection of such amounts.  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 66.5%
      interest in CNL/Longacre Joint Venture, a Florida general partnership,
      using the consolidation method.  Minority interest represents the
      minority joint venture partner's proportionate share of the equity in
      the Partnership's consolidated joint venture.  All significant
      intercompany accounts and transactions have been eliminated.


                                      20







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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


1.    Significant Accounting Policies - Continued:

      The Partnership's investments in Cocoa Joint Venture and Halls Joint
      Venture are accounted for using the equity method since the Partnership
      shares control with affiliates which have the same general partners.

      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 and money market funds (some of which are backed by
      government securities).  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 and money market funds may exceed federally insured
      levels; however, the Partnership has not experienced any losses  in such
      accounts.  The Partnership limits investment of temporary cash
      investments to financial institutions with high credit standing;
      therefore, the Partnership believes it is not exposed to any significant
      credit risk on cash and cash equivalents.

      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 are netted against
      partners' capital and represent a reduction of Partnership equity and a
      reduction in the basis of each partner's investment.

      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.


                                      21







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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


1.    Significant Accounting Policies - Continued:

      Reclassification - Certain items in the prior years' financial
      statements have been reclassified to conform to 1996 presentation.
      These reclassifications had no effect on partners' capital or net
      income.

      New Accounting Standard - Effective January 1, 1996, the Partnership
      adopted Statement of Financial Accounting Standards No. 121, "Accounting
      for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
      Disposed Of."  The statement requires that an entity review long-lived
      assets and certain identifiable intangibles, to be held and used, for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of the asset may not be recoverable.

2.    Leases:

      The Partnership leases its land and buildings primarily to operators of
      national and regional fast-food and family-style restaurants.  The
      leases are accounted for under the provisions of Statement of Financial
      Accounting Standards No. 13, "Accounting for Leases."  The leases
      generally are classified as operating leases; however, four leases have
      been classified as direct financing leases.  Substantially all leases
      are for 15 to 20 years and provide for minimum and contingent rentals.
      In addition, the tenant generally pays all property taxes and
      assessments, fully maintains the interior and exterior of the building
      and carries insurance coverage for public liability, property damage,
      fire and extended coverage.  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.


                                      22







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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


3.    Land and Buildings on Operating Leases:

      Land and buildings on operating leases consisted of the following at
      December 31:

                                                  1996          1995
                                               -----------   -----------

            Land                               $ 7,284,070   $ 7,666,704
            Buildings                           10,431,908    11,102,384
                                               -----------   -----------
                                                17,715,978    18,769,088
            Less accumulated
              depreciation                      (2,346,374)   (2,128,453)
                                               -----------   -----------
                                                15,369,604    16,640,635
            Less allowance for loss
              on land and buildings               (179,326)           -
                                               -----------   -----------

                                               $15,190,278   $16,640,635
                                               ===========   ===========

      In August 1995, the Partnership sold its property in Myrtle Beach, South
      Carolina, to the tenant for $1,040,000 and accepted the sales proceeds
      in the form of a promissory note (Note 6).  The total carrying value of
      the property was $896,788, including acquisition fees and miscellaneous
      acquisition expenses and net of accumulated depreciation.  As a result
      of this sale being accounted for using the installment sales method for
      financial reporting purposes as required by Statement of Financial
      Accounting Standards No. 66, "Accounting for Sales of Real Estate," the
      Partnership recognized a gain of $924 and $1,571 for the years ended
      December 31, 1996 and 1995, respectively, and had a deferred gain in the
      amount of $140,717  and $141,641 at December 31, 1996 and 1995,
      respectively (Note 6).

      In October 1996, the Partnership sold its property in St. Cloud,
      Florida, to the tenant for $1,150,000.  In connection therewith, the
      Partnership received $100,000 in cash and accepted the remaining sales
      proceeds in the form of a promissory note (Note 6).  The total carrying
      value of the property was $894,265, including acquisition fees and
      miscellaneous acquisition expenses  and net of accumulated depreciation.
      As a result of this sale being accounted for under the installment sales
      method for financial reporting purposes, as described above, the
      Partnership recognized a gain of $18,445 for the year ended December 31,
      1996, and had a deferred gain in the amount of $183,802 at December 31,
      1996 (Note 6).


                                      23







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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


3.    Land and Buildings on Operating Leases - Continued:

      In addition, at December 31, 1996, the Partnership established an
      allowance for loss on land and building in the amount of $109,264 and
      wrote-off accrued rental income of $60,199 for financial reporting
      purposes for the properties in Franklin, Tennessee and Richmond,
      Indiana.  The allowance for the Franklin, Tennessee property represents
      the difference between (i) the property's carrying value at December 31,
      1996, plus the accrued rental income that the Partnership had recognized
      since the option of the lease relating to the straight-lining of future
      scheduled rent increases minus (ii) the net realizable value of $960,741
      received as net sales proceeds in conjunction with the sale of the
      property in January 1997 (See Note 11).  The allowance established for
      the Richmond, Indiana, property, in the amount of $70,062, represents
      the difference between the  property's carrying value at  December 31,
      1996,  and  the general partners' estimate of net  realizable value the
      property based on an anticipated sales price of this property to the
      current tenant.

      Some leases provide for escalating guaranteed minimum rents throughout
      the lease terms.  Income from these scheduled rent increases is
      recognized on a straight-line basis over the terms of the leases.  For
      the years ended December 31, 1996, 1995 and 1994 the Partnership
      recognized $27,875, $30,484 and $64,929, respectively, of such rental
      income.

      The following is a schedule of the future minimum lease payments to be
      received on noncancellable operating leases at December 31, 1996:

            1997                                             $ 1,550,207
            1998                                               1,518,124
            1999                                               1,525,001
            2000                                               1,549,914
            2001                                               1,523,848
            Thereafter                                        10,149,473
                                                             -----------

                                                             $17,816,567
                                                             ===========

      Since lease renewal periods are exercisable at the option of the tenant,
      the above table only presents future minimum lease payments due during
      the initial lease terms.  In addition, this table does not include any
      amounts for future contingent rentals which may be received on the
      leases based on a percentage of the tenant gross sales.


                                      24






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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


4.    Net Investment in Direct Financing Leases:

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

                                                 1996           1995
                                             -----------    -----------

            Minimum lease payments
              receivable                     $ 2,811,323    $ 3,043,263
            Estimated residual
              values                             828,783        828,783
            Less unearned income              (1,698,700)    (1,884,253)
                                             -----------    -----------

            Net investment in direct
              financing leases               $ 1,941,406    $ 1,987,793
                                             ===========    ===========

      The following is a schedule of future minimum lease payments to be
      received on direct financing leases at December 31, 1996:

            1997                                              $  231,938
            1998                                                 231,938
            1999                                                 231,938
            2000                                                 231,938
            2001                                                 231,938
            Thereafter                                         1,651,633
                                                              ----------

                                                              $2,811,323
                                                              ==========

      In October 1995, the Partnership sold a portion of land relating to its
      Property in Daleville, Indiana, in connection with a right of way taking
      and received sales proceeds of $7,625.  In connection therewith, the
      Partnership recognized a gain of $4,353 for financial reporting purposes
      for the year ended December 31, 1995.

      The above table does not include future minimum lease payments for
      renewal periods or for contingent rental payments that may become due in
      future periods (see Note 3).

5.    Investment in Joint Ventures:

      The Partnership has a 43 percent and a 49 percent interest in the
      profits and losses of Cocoa Joint Venture and Halls Joint Venture,
      respectively.  The remaining interests in these joint ventures are held
      by affiliates of the Partnership which have the same general partners.


                                      25







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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


5.    Investment in Joint Ventures - Continued:

      Cocoa Joint Venture and Halls Joint Venture each own and lease one
      property to an operator of national fast-food or family-style
      restaurants.  The following presents the joint ventures' combined,
      condensed  financial  information  at  December 31:

                                                   1996          1995
                                                ----------    ----------
            Land and buildings on
              operating leases, less
              accumulated depreciation          $  946,406    $  967,182
            Cash                                       561           112
            Prepaid expenses                           251            80
            Accrued rental income                   63,806        58,970
            Liabilities                                880           447
            Partners' capital                    1,010,144     1,025,897
            Revenues                               123,689       124,356
            Net income                              98,949       100,215

      The Partnership recognized income totalling $46,452, $47,018 and $47,219
      for the years ended December 31, 1996, 1995 and 1994, respectively, from
      these joint ventures.

6.    Mortgage Notes Receivable:

      In connection with the sale in 1995 of its property in Myrtle Beach,
      South Carolina, the Partnership accepted a promissory note in the
      principal sum of $1,040,000, collateralized by a mortgage on the
      property.  The promissory note bears interest at 10.25% per annum and is
      being collected in 59 equal monthly installments of $9,319, including
      interest, with a balloon payment of $1,006,004 due in July 2000.

      In addition, in connection with the sale in 1996 of its property in St.
      Cloud, Florida, the Partnership accepted a promissory note in the
      principal sum of $1,057,299, representing the balance of the sales price
      of $1,050,000 plus tenant closing costs in the amount of $7,299 that the
      Partnership financed on behalf of the tenant.  The note is
      collateralized by a mortgage on the property.  The promissory note bears
      interest at a rate of 10.75% per annum and is being collected in 12
      monthly installments of interest only, and thereafter in 168 equal
      monthly installments of principal and interest.


                                      26







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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


6.    Mortgage Notes Receivable - Continued:

      The mortgage notes receivable consisted of the following at December 31:

                                               1996             1995
                                            ----------       ----------

            Principal balance               $2,079,177       $1,028,591
            Accrued interest
              receivable                        18,200            8,786
            Less deferred gain
              on sale of land
              and building                    (324,519)        (141,641)
                                            ----------       ----------

                                            $1,772,858       $  895,736
                                            ==========       ==========

      The general partners believe that the estimated fair values of mortgage
      notes receivable at December 31, 1996 and 1995, approximate the
      outstanding principal amount based on estimated current rates at which
      similar loans would be made to borrowers with similar credit and for
      similar maturities.

7.    Allocations and Distributions:

      Generally, all net income and net losses of the Partnership, excluding
      gains and losses from the sale of properties, are allocated 99 percent
      to the limited partners and one percent to the general partners.
      Distributions of net cash flow are made 99 percent to the limited
      partners and one percent to the general partners; provided, however,
      that the one percent of net cash flow to be distributed to the general
      partners 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").

      Generally, net sales proceeds from the sale of properties, to the extent
      distributed, will be 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 will then receive, 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 will be distributed 95 percent to the limited partners and five
      percent to the general partners.


                                      27








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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


7.    Allocations and Distributions - Continued:

      Any gain from the sale of a property is,in general, allocated in the
      same manner as net sales proceeds are distributable.  Any loss from the
      sale of a property is, in general, allocated first, on a pro rata basis,
      to partners with positive balances in their capital accounts; and
      thereafter, 95 percent to the limited partners and five percent to the
      general partners.

      During each of the years ended December 31, 1996, 1995 and 1994, the
      Partnership declared distributions to the limited partners of
      $2,300,000.  No distributions have been made to the general partners to
      date.


                                      28






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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994

8.    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:

                                         1996        1995        1994
                                      ----------  ----------  ----------

            Net income for financial
              reporting purposes      $1,428,159  $1,679,820  $1,743,029

            Depreciation for tax
              reporting purposes in
              excess of depreciation
              for financial reporting
              purposes                   (28,058)    (26,980)    (31,009)


            Gain on disposition of
              land and buildings for
              financial reporting
              purposes in excess of
              gain for tax reporting
              purposes                    (1,606)        (69)          -


            Allowance for loss on
              land and buildings         239,525          -            -

            Direct financing leases
              recorded as operating
              leases for tax reporting
              purposes                    46,387      42,180      38,532

            Loss on termination of
              direct financing leases         -           -       30,431

            Equity in earnings of
              unconsolidated joint
              ventures for tax
              reporting purposes less
              than equity in earnings
              of unconsolidated joint
              ventures for financial
              reporting purposes          (1,900)     (2,926)     (3,954)

            Allowance for doubtful
              accounts                    33,254    (150,480)     35,321

            Accrued rental income        (27,875)    (30,484)    (64,929)

            Rents paid in advance        (17,632)      9,505       (870)

            Minority interest in
              timing differences of
              consolidated joint
              venture                       (343)       (370)       (370)
                                      ----------  ----------  ----------

            Net income for federal
              income tax purposes     $1,669,911  $1,520,196  $1,746,181
                                      ==========  ==========  ==========


                                      29










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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


9.    Related Party Transactions:

      One of the individual general partners, James M. Seneff, Jr., is one of
      the principal shareholders of CNL Group, Inc., the parent company of CNL
      Investment Company and CNL Fund Advisors, Inc.  The other individual
      general partner, Robert A. Bourne, is the president of CNL Investment
      Company and CNL Fund Advisors, Inc.  CNL Income Fund Advisors, Inc. was
      a wholly owned subsidiary of CNL Group, Inc. until its merger, effective
      January 1, 1996, with CNL Fund Advisors, Inc.  During the years ended
      December 31, 1996, 1995 and 1994, CNL Investment Company, CNL Income
      Fund Advisors, Inc. and CNL Fund Advisors, Inc. (hereinafter referred to
      collectively as the "Affiliates") each performed certain services for
      the Partnership, as described below.

      During the years ended December 31, 1996, 1995 and 1994, certain
      Affiliates acted as manager of the Partnership's properties pursuant to
      a management agreement with the Partnership.  In connection therewith,
      the Partnership agreed to pay the Affiliates 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.  These fees will be
      incurred and will be 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 1996, 1995 and 1994.

      Certain Affiliates are 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 Affiliates provide
      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
      receipt by the limited partners of their


                                      30










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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


9.    Related Party Transactions - Continued:

      aggregate 10% Preferred Return, plus their adjusted capital
      contributions.   During the year ended December 31, 1996, the
      Partnership incurred a deferred, subordinated real estate disposition
      fee of $34,500 as the result of the sale of the Property in St. Cloud,
      Florida.  No deferred, subordinated real estate disposition fees were
      incurred for the years ended December 31, 1995 and 1994.

      During the years ended December 31, 1996, 1995 and 1994, the Affiliates
      provided accounting and administrative services to the Partnership on a
      day-to-day basis.  The Partnership incurred $83,563, $83,882 and $47,314
      for the years ended December 31, 1996, 1995 and 1994, respectively, for
      such services.

      The due to related parties consisted of the following at December 31:

                                                      1996        1995
                                                    --------    --------

            Due to Affiliates:
              Expenditures incurred on
                behalf of the Partnership           $ 78,407    $ 36,618
              Accounting and administrative
                services                              43,057      24,901
              Deferred, subordinated real
                estate disposition fee                34,500          -
                                                    --------    --------

                                                    $155,964    $ 61,519
                                                    ========    ========

10.   Concentration of Credit Risk:

      For the years ended December 31, 1996, 1995 and 1994, total rental and
      earned income from Shoney's, Inc. was $241,119, $247,353 and $248,176,
      respectively, each representing more than ten percent of the
      Partnership's total rental and earned income (including the
      Partnership's share of total rental and earned income from joint
      ventures).

      In addition, the following schedule presents total rental and earned
      income (including mortgage interest income) from individual restaurant
      chains, each representing more than ten percent of the  Partnership's
      total  rental and earned income


                                      31







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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 Years Ended December 31, 1996, 1995 and 1994


10.   Concentration of Credit Risk - Continued:

      and mortgage interest income (including the Partnership's share of total
      rental and earned income from joint ventures) for at least one of the
      years ended December 31:

                                          1996        1995        1994
                                        --------    --------    --------

            Denny's                     $310,021    $314,057    $307,596
            Wendy's Old Fashioned
              Hamburger Restaurant       293,817     278,127     280,075
            Perkins                      163,875     226,898     278,754
            Hardees                      144,991     183,123     237,671

      Although the Partnership's properties are geographically diverse
      throughout the United States and the Partnership's lessees operate a
      variety of restaurant  concepts, default by any one of these lessees or
      restaurant chains, could significantly impact the results of operations
      of the Partnership.  However, the general partners believe that the risk
      of such a default is reduced due to the essential or important nature of
      these properties for the on-going operations of the lessees.

11.   Subsequent Event:

      In January 1997, the Partnership sold its property in Franklin,
      Tennessee, for $980,000 and received net sales proceeds of $960,741,
      resulting in a loss of approximately $169,463 for financial reporting
      purposes which the Partnership recorded at December 31, 1996 (See Note
      3).


                                      32





ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

      None.



                                   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 Fund Advisors, Inc., CNL Group, Inc. and their
affiliates, all of which are affiliates of the General Partners.  In addition,
during 1995, the Partnership had available to it the services, personnel and
experience of CNL Income Fund Advisors, Inc., prior to its merger with CNL
Fund Advisors, Inc., effective January 1, 1996.

      James M. Seneff, Jr., age 50, is a principal stockholder of CNL Group,
Inc., a diversified real estate company, and has served as its Chairman of the
Board of Directors, director and Chief Executive Officer since its formation
in 1980.  CNL Group, Inc. is the parent company of CNL Securities Corp., CNL
Investment Company, CNL Fund Advisors, Inc., and prior to its merger with CNL
Fund Advisors, Inc., effective January 1, 1996, CNL Income Fund Advisors, Inc.
Mr. Seneff is Chief Executive Officer, and has been a director and registered
principal of CNL Securities Corp., which served as the managing dealer in the
Partnership's offering of Units, since its formation in 1979.  Mr. Seneff also
has held the position of President and a director of CNL Management Company, a
registered investment advisor, since its formation in 1976, has served as
Chief Executive Officer and Chairman of the Board of CNL Investment Company,
and Chief Executive Officer and Chairman of the Board of Commercial Net Lease
Realty, Inc. since 1992, has served as the Chairman of the Board and the Chief
Executive Officer of CNL Realty Advisors, Inc. since its inception in 1991,
served as Chairman of the Board and Chief Executive Officer of CNL Income Fund
Advisors, Inc. since its inception in 1994 through December 31, 1995, has
served as Chairman of the Board and Chief Executive Officer of CNL Fund
Advisors, Inc. since its inception in 1994, and has held the position of Chief
Executive Officer and a director of CNL Institutional Advisors, Inc., a
registered investment advisor, since its inception in 1990.  In addition, Mr.
Seneff has served as Chairman of the Board and Chief Executive Officer of CNL
American Properties Fund, Inc. since 1994, and has served as Chairman of the
Board and Chief Executive Officer of CNL American Realty Fund, Inc. since 1996
and of CNL Real Estate Advisors, Inc. since January 1997.  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 more than $40 billion of retirement funds.
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 joint venturer in over 100 real
estate ventures involved in the financing, acquisition, construction and
rental of office buildings, apartment complexes, restaurants, hotels and other
real estate.  Included in these real estate ventures are approximately 65
privately offered real estate limited partnerships in which Mr. Seneff,
directly or through an affiliated entity, serves or has served as a general
partner.  Also included are CNL Income Fund, Ltd., CNL Income Fund II, Ltd.,
CNL Income Fund III, Ltd., CNL Income Fund IV, Ltd., CNL Income Fund VI, Ltd.,
CNL Income Fund VII, Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX,
Ltd., CNL Income Fund X, Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII,
Ltd., CNL Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund
XV, Ltd., CNL Income Fund XVI, Ltd., CNL Income Fund XVII, Ltd. and CNL Income
Fund XVIII, Ltd. (the ``CNL Income Fund Partnerships''), public real estate
limited partnerships with investment objectives similar to those of the
Partnership, in which Mr. Seneff serves as a general partner.  Mr. Seneff
received his degree in Business Administration from Florida State University
in 1968.


                                      33







      Robert A. Bourne, age 49, is President and Treasurer of CNL Group, Inc.,
President, a director and a registered principal of CNL Securities Corp.,
President and a director of CNL Investment Company, CNL Fund Advisors, Inc.,
and prior to its merger with CNL Fund Advisors, Inc., effective January 1,
1996, CNL Income Fund Advisors, Inc., and President, Chief Investment Officer
and a director of CNL Institutional Advisors, Inc., a registered investment
advisor.  Mr. Bourne also has served as a director since 1992, as President
from July 1992 to February 1996, and since February 1996, as Vice Chairman of
the Board of Directors, Secretary and Treasurer of Commercial Net Lease
Realty, Inc.  In addition, Mr. Bourne has served as a director since its
inception in 1991, as President from 1991 to February 1996, as Secretary from
February 1996 to July 1996, and since February 1996, as Treasurer and  Vice
Chairman of CNL Realty Advisors, Inc.  In addition, Mr. Bourne has served as
President and a director of CNL American Properties Fund, Inc. since 1994, and
has served as President and a director of CNL American Realty Fund, Inc. since
1996 and of CNL Real Estate Advisors, Inc. since January 1997.  Upon
graduation from Florida State University in 1970, where he received a B.A. in
Accounting, with honors, Mr. Bourne worked as a certified public accountant
and, from September 1971 through December 1978, was employed by  Coopers &
Lybrand, Certified Public Accountants, where he held the position of tax
manager beginning in 1975.  From January 1979 until June 1982, Mr. Bourne was
a partner in the accounting firm of Cross & Bourne and from July 1982 through
January 1987, he was a partner in the accounting firm of Bourne & Rose, P.A.,
Certified Public Accountants.  Mr. Bourne, who joined CNL Securities Corp. in
1979,  has participated as a general partner or joint venturer in over 100
real estate ventures involved in the financing, acquisition, construction and
rental of office buildings, apartment complexes, restaurants, hotels and other
real estate.  Included in these real estate ventures are approximately 64
privately offered real estate limited partnerships in which Mr. Bourne,
directly or through an affiliated  entity, serves or has served as a general
partner.  Also included are the CNL Income Fund Partnerships, public real
estate limited partnerships with investment objectives similar to those of the
Partnership, in which Mr. Bourne serves as a general partner.

      CNL Realty Corporation is a corporation organized on November 26, 1985,
under the laws of the State of Florida.  Its sole directors and shareholders
are James M. Seneff, Jr. and Robert A. Bourne, the individual General
Partners.  CNL Realty Corporation was organized to serve as the corporate
general partner of real estate limited partnerships, such as the Partnership,
organized by one or both of the individual General Partners.  CNL Realty
Corporation currently serves as the corporate general partner of the CNL
Income Fund Partnerships.

      CNL Fund Advisors, Inc., provides certain management services in
connection with the Partnership and its Properties.  CNL Fund Advisors, Inc.
is a corporation organized in 1994 under the laws of the State of Florida, and
its principal office  located at 400 East South Street, Suite 500, Orlando,
Florida 32801.  CNL Fund Advisors, Inc. is a wholly owned subsidiary of CNL
Group, Inc., a diversified real estate company, and was organized to perform
property acquisition, property management and other services.

      CNL Group, Inc., which is the parent company of CNL Fund Advisors, Inc.,
is a diversified real estate corporation organized in 1980 under the laws of
the State of Florida.  Other subsidiaries and affiliates of CNL Group, Inc.
include a property development and management company, two investment advisory
companies, and seven corporations organized as strategic business units.
James M. Seneff, Jr., an individual General Partner of the Partnership, is the
Chairman of the Board, Chief Executive Officer, and a director of CNL Group,
Inc.  Mr. Seneff and his wife own all of the outstanding shares of CNL Group,
Inc.

      The following persons serve as operating officers of CNL Group, Inc. or
its affiliates or subsidiaries in the discretion of the Boards of Directors of
those companies, but, except as specifically indicated, do not serve as
members of the Boards of Directors of those entities.  The Boards of Directors
have the responsibility for creating and implementing the policies of
CNL Group, Inc. and its affiliated companies.

      John T. Walker, age 38, joined CNL Group, Inc. in September 1994, as
Senior Vice President, responsible for Research and Development.  He currently
serves as the Chief Operating Officer and Executive Vice President of CNL Fund
Advisors, Inc. and CNL American Properties Fund, Inc. and serves as Executive
Vice President of CNL American Realty Fund, Inc. and CNL Real Estate Advisors,
Inc.  From May 1992 to May 1994, he was Executive Vice President for Finance
and Administration and Chief Financial Officer of Z Music, Inc., a cable
television network which was subsequently acquired by Gaylord Entertainment,
where he was responsible for overall financial and administrative management
and planning.  From January 1990 through April 1992, Mr. Walker was


                                      34








Chief Financial Officer of the First  Baptist Church in Orlando, Florida.
From April 1984 through December 1989, he was a partner in the accounting firm
of Chastang, Ferrell & Walker, P.A., where he was the partner in charge of
audit and consulting services, and from 1981 to 1984, Mr. Walker was a Senior
Consultant/Audit Senior at Price Waterhouse.  Mr. Walker is a Cum Laude
graduate of Wake Forest University with a B.S. in Accountancy and is a
certified public accountant.

      Lynn E. Rose, age 48, a certified public accountant, has served as Chief
Financial Officer of CNL Group, Inc. since December 1993, has served as
Secretary of CNL Group, Inc. since 1987, and served as Controller of CNL
Group, Inc. from 1987 until December 1993.  In addition, Ms. Rose has served
as Chief Financial Officer and Secretary of CNL Securities Corp. since July
1994.  She has served as Chief Operating Officer, Vice President and Secretary
of CNL Corporate Services, Inc. since November 1994.  Ms. Rose also has served
as Chief Financial Officer and Secretary of CNL Institutional Advisors, Inc.
since its inception in 1990, a director of CNL Realty Advisors, Inc. since its
inception in 1991, Secretary of CNL Realty Advisors, Inc. since its inception
in 1991 (excluding February 1996 to July 1996), Treasurer of CNL Realty
Advisors, Inc. from 1991 to February 1996, Secretary and Treasurer of
Commercial Net Lease Realty, Inc. from 1992 to February 1996, Secretary of CNL
Income Fund Advisors, Inc. since its inception in 1994 to December 1995, and a
director, Secretary and Treasurer of CNL Fund Advisors, Inc. since 1994 and
has served as a director, Secretary and Treasurer of CNL Real Estate Advisors,
Inc. since January 1997.  Ms. Rose also has served as Secretary and Treasurer
of CNL American Properties Fund, Inc. since 1994, and has served as Secretary
and Treasurer of CNL American Realty Fund, Inc. since 1996.  Ms. Rose also
currently serves as Secretary for approximately 50 additional corporations.
Ms. Rose oversees the management information services, administration, legal
compliance, accounting,  tenant compliance, and reporting for over 250
corporations, partnerships, and joint ventures. Prior to joining CNL, Ms. Rose
was a partner with Robert A. Bourne in the accounting firm of Bourne & Rose,
P.A., Certified Public Accountants. Ms. Rose holds a B.A. in Sociology from
the University of Central Florida and is a registered financial and operations
principal of CNL Securities Corp. She was licensed as a certified public
accountant in 1979.

      Jeanne A. Wall, age 38, has served as Chief Operating Officer of
CNL Investment Company and of CNL Securities Corp. since November 1994 and
previously served as Executive Vice President of CNL Investment Company since
January 1991. In 1984, Ms. Wall joined CNL Securities Corp. as its Partnership
Administrator.  In 1985, Ms. Wall became Vice President of CNL Securities
Corp. and, in 1987, she became a Senior Vice President of CNL Securities Corp.
In this capacity, Ms. Wall serves as national marketing and sales director and
oversees the national marketing plan for the CNL investment programs.  In
addition, Ms. Wall oversees the partnership administration and investor
services for programs offered through participating brokers.  Ms. Wall also
has served as Senior Vice President of CNL Institutional Advisors, Inc., a
registered investment advisor, from 1990 to 1993, as Vice President of CNL
Realty Advisors, Inc. since its inception in 1991, as Vice  President of
Commercial Net Lease Realty, Inc. since 1992, as Executive Vice President of
CNL Income Fund Advisors, Inc. from its inception in 1994 to December 1995, as
Executive Vice President of CNL Fund Advisors, Inc. since 1994, and as
Executive Vice President of CNL American Properties Fund, Inc. since 1994.  In
addition, Ms. Wall has served as Executive Vice President of CNL Real Estate
Advisors, Inc. since January 1997 and as Executive Vice President of CNL
American Realty Fund, Inc. since 1996.  Ms. Wall holds a B.A. in Business
Administration from Linfield College and is a registered principal of CNL
Securities Corp.  Ms. Wall currently serves as a trustee on the board of the
Investment Program Association and on the Direct Participation Program
committee for the National Association of Securities Dealers (NASD).

      Steven D. Shackelford, age 33, has served as Chief Financial Officer of
CNL Fund Advisors, Inc. since September 1996.  Mr. Shackelford joined CNL
Group, Inc. in September 1996.  He also currently serves as the Chief
Financial Officer of CNL American Properties Fund, Inc.  From March 1995 to
July 1996, he was a senior manager in the national office of Price Waterhouse
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
served as a manager in the Price Waterhouse, Paris, France office serving
several multinational 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 B.A. in Accounting, with honors, and a Masters of
Business Administration from Florida State University and is a certified
public accountant.


                                      35







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

      As of February 28, 1997, 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 February 28, 1997, the beneficial
ownership interests of the General Partners in the Registrant.

     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%
                                                                  ====

      Neither the General Partners, nor any of their affiliates, owns any
interest in the Registrant except as noted above.  There are no arrangements
which at a subsequent date may result in a change in control of the
Registrant.


                                      36






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, 1996, exclusive of any distributions to which the General
Partners or their affiliates may be entitled by reason of their purchase and
ownership of Units.

                                                           Amount Incurred
  Type of Compensation                                       For the Year
     and Recipient          Method of Computation      Ended December 31, 1996
  --------------------      ---------------------      -----------------------

Reimbursement to          Operating expenses are       Operating expenses
affiliates for            reimbursed at the lower      incurred on behalf of
operating expenses        of cost or 90 percent of     the Partnership:
                          the prevailing rate at       $113,560
                          which comparable services
                          could have been obtained     Accounting and
                          in the same geographic       administrative
                          area.  Affiliates of the     services: $83,563
                          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       $ - 0 -
management fee to         gross operating revenues
affiliates                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.

Deferred, subordinated    A deferred, subordinated     $34,500
real estate disposition   real estate disposition
fee payable to            fee, payable upon sale of
affiliates                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



                                      37






                                                           Amount Incurred
  Type of Compensation                                       For the Year
     and Recipient          Method of Computation      Ended December 31, 1996
  --------------------      ---------------------      -----------------------

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


General Partners'         A deferred, subordinated        $ - 0 -
deferred, subordinated    share equal to five
share of Partnership      percent of Partnership
net sales proceeds from   distributions of such net
a sale or sales           sales proceeds,
                          subordinated to certain
                          minimum returns to the
                          Limited Partners.




                                      38









                                    PART IV

ITEM 14.  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 Accountants

            Balance Sheets at December 31, 1996 and 1995

            Statements of Income for the years ended December 31, 1996, 1995
            and 1994

            Statements of Partners' Capital for the years ended December 31,
            1996, 1995 and 1994

            Statements of Cash Flows for the years ended December 31, 1996,
            1995 and 1994

            Notes to Financial Statements

      2.   Financial Statement Schedules

            Schedule III - Real Estate and Accumulated Depreciation at
                             December 31, 1996

            Notes to Schedule III - Real Estate and Accumulated Depreciation
                                      at December 31, 1996

            Schedule IV - Mortgage Loans on Real Estate at December 31, 1996

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

      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 (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.)


                                      39








(b)   The Registrant filed no reports on Form 8-K during the period from
      October 1, 1996 through December 31, 1996.


                                      40





                                  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 26th day
of March, 1997.


                                    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.









      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.

        Signature                    Title                      Date
        ---------                    -----                      ----


/s/ Robert A. Bourne       President, Treasurer and        March 26, 1997
------------------------   Director (Principal
Robert A. Bourne           Financial  and
                           Accounting  Officer)

/s/ James M. Seneff, Jr.   Chief Executive Officer         March 26 , 1997
------------------------   and Director (Principal
James M. Seneff, Jr.       Executive  Officer)








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

                               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                Years Ended December 31, 1996, 1995 and 1994


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

1994 Allowance for
       doubtful
       accounts (a)    $275,492    $ 4,788  $150,184(b)  $     -      $    -    $430,464
                       ========    =======  ========     ========     =======   ========


1995 Allowance for
       doubtful
       accounts (a)    $430,464    $    -   $ 19,561(b)  $445,535(c)  $    -    $  4,490
                       ========    =======  ========     ========     =======   ========


1996 Allowance for
       doubtful
       accounts (a)    $  4,490    $    -   $ 46,493(b)  $  5,846(c)  $ 7,394   $ 37,743
                       ========    =======  ========     ========     =======   ========


      (a)  Deducted from receivables on the balance sheet.

      (b)  Reduction of rental and other income.

      (c)  Amounts written off as uncollectible.


                                                     F-1

</TABLE>






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

                           SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                              December 31, 1996


<CAPTION>
                                                                       Costs Capitalized
                                                                           Subsequent
                                                   Initial Cost          To Acquisition
                                              -----------------------  -------------------
                                                          Buildings
                                      Encum-                 and        Improve-  Carrying
                                     brances     Land    Improvements    ments     Costs
                                     -------  ---------- ------------  ---------- --------
<S>                                  <C>      <C>        <C>           <C>        <C>
Properties the Partnership
  has Invested in Under
  Operating Leases:

    Burger King Restaurant:
      Lawrenceville, Georgia              -   $  482,070   $       -   $  368,416 $     -

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

    Denny's Restaurant:
      New Castle, Indiana                 -      117,394      471,340          -        -
      Port Orange, Florida                -      530,689      506,630      53,247       -

    Golden Corral Family
      Steakhouse Restaurants:
        Livingston, Texas                 -      156,382      429,107          -        -
        Victoria, Texas                   -      504,787      742,216          -        -

    Hardee's Restaurants:
      Richmond, Indiana                   -      267,763           -      474,121       -
      Belding, Michigan                   -      113,884      564,805          -        -
      Connorsville, Indiana               -      279,665           -      466,137       -
      South Haven, Michigan               -      120,847      599,339          -        -

    KFC Restaurant:
      Salem, New Hampshire                -      654,024           -      511,053       -

    Perkins Restaurants:
      Port St. Lucie, Florida             -      586,159           -      674,446       -

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

    Shoney's Restaurant:
      Tyler, Texas                        -      312,404      533,990          -        -

    Taco Bell Restaurants:
      Bountiful, Utah                     -      330,164           -      319,511       -
      Centralia, Washington               -      215,302           -      378,836       -








<CAPTION>
                                                                                Life
      Gross Amount at Which Carried                                           on Which
           at Close of Period (c)                                           Depreciation
  -------------------------------------                                      in Latest
               Buildings                                 Date                  Income
                  and                    Accumulated    of Con-     Date    Statement is
     Land     Improvements     Total     Depreciation  struction  Acquired    Computed
  ----------  ------------  -----------  ------------  ---------  --------  ------------
  <C>         <C>           <C>          <C>           <C>        <C>       <C>





  $  482,070   $   368,416  $   850,486    $   92,104     1989      04/89      (b)


     186,050       383,781      569,831        99,677     1988      03/89      (b)


     117,394       471,340      588,734        56,354     1989      02/89      (g)
     530,689       559,877    1,090,566       137,931     1989      07/89      (b)



     156,382       429,107      585,489       104,891     1986      09/89      (b)
     504,787       742,216    1,247,003       174,035     1989      12/89      (b)


     267,763       474,121      741,884       121,823     1989      02/89      (b)
     113,884       564,805      678,689        65,632     1989      03/89      (h)
     279,665       466,137      745,802       115,301     1989      03/89      (b)
     120,847       599,339      720,186        69,644     1989      03/89      (h)


     654,024       511,053    1,165,077       117,826     1990      05/89      (b)


     586,159       674,446    1,260,605       152,687     1990      11/89      (b)


     237,944       200,501      438,445        51,796     1985      03/89      (b)


     312,404       533,990      846,394       137,948     1988      03/89      (b)


     330,164       319,511      649,675        78,547     1989      05/89      (b)
     215,302       378,836      594,138        89,448     1989      08/89      (b)


                                                     F-2

</TABLE>





<TABLE>

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

                     SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

                                              December 31, 1996

<CAPTION>
                                                                        Costs Capitalized
                                                                            Subsequent
                                                   Initial Cost           To Acquisition
                                              -----------------------  -------------------
                                                          Buildings
                                      Encum-                 and        Improve-  Carrying
                                     brances     Land    Improvements    ments     Costs
                                     -------  ---------- ------------  ---------- --------
<S>                                  <C>      <C>        <C>           <C>        <C>
    Wendy's Old Fashioned
      Hamburger Restaurants:
        Tampa, Florida                    -      336,218      462,400          -        -
        Tampa, Florida                    -      290,479      430,134          -        -
        Endicott, New York                -      277,965      243,839          -        -
        Ithaca, New York                  -      310,462      208,618          -        -

    Other:
      Lebanon, New Hampshire (e)          -      448,724           -      696,741       -
      Franklin, Tennessee (f)             -      524,694           -      712,700       -
                                              ----------   ----------  ---------- --------

                                              $7,284,070   $5,776,700  $4,655,208 $     -
                                              ==========   ==========  ========== ========

Property of Joint Venture
  in Which the Partnership
  has a 43% Interest and has
  Invested in Under an
  Operating Lease:
    Waffle House Restaurant:
      Cocoa, Florida                      -   $  183,229   $  192,857  $       -  $     -
                                              ==========   ==========  ========== ========

Property of Joint Venture
  in Which the Partnership
  has a 49% Interest and
  has Invested in Under
  an Operating Lease:
    Burger King Restaurant:
      Knoxville, Tennessee                -   $  283,961   $  430,406  $       -  $     -
                                              ==========   ==========  ========== ========

Properties the Partnership
  has Invested in Under
  Direct Financing Leases:
    Captain D's Restaurant:
      Zanesville, Ohio                    -   $   99,651   $  390,518  $       -  $     -

    Denny's Restaurants:
      Dalesville, Indiana                 -      125,562      458,914          -        -
      Huron, Ohio                         -       27,418      456,139          -        -

    Shoney's Restaurant:
      Smyrna, Tennessee                   -      129,757      480,003          -        -
                                              ----------   ----------  ---------- --------

                                              $  382,388   $1,785,574  $       -  $     -
                                              ==========   ==========  ========== ========






<CAPTION>

                                                                                Life
      Gross Amount at Which Carried                                           on Which
          at Close of Period (c)                                            Depreciation
  -------------------------------------                                      in Latest
                Buildings                                 Date                 Income
                  and                    Accumulated    of Con-     Date    Statement is
     Land     Improvements     Total     Depreciation  struction  Acquired    Computed
  ----------  ------------  -----------  ------------  ---------  --------  ------------
  <C>         <C>           <C>          <C>           <C>        <C>       <C>


     336,218       462,400      798,618       120,738     1987      02/89      (b)
     290,479       430,134      720,613       112,910     1980      02/89      (b)
     277,965       243,839      521,804        57,572     1976      12/89      (b)
     310,462       208,618      519,080        49,256     1977      12/89      (b)


     448,724       696,741    1,145,465       173,218     1989      03/89      (b)
     524,694       712,700    1,237,394       167,036     1989      06/89      (b)
  ----------   -----------  -----------    ----------

  $7,284,070   $10,431,908  $17,715,978    $2,346,374
  ==========   ===========  ===========    ==========







  $  183,229   $   192,857  $   376,086    $   45,053     1986      12/89      (b)
  ==========   ===========  ===========    ==========







  $  283,961   $   430,406  $   714,367    $   98,994     1985      01/90      (b)
  ==========   ===========  ===========    ==========





      (d)           (d)          (d)            (d)       1988      03/89      (d)


      (d)           (d)          (d)            (d)       1974      02/89      (d)
      (d)           (d)          (d)            (d)       1971      05/89      (d)


      (d)           (d)          (d)            (d)       1988      03/89      (d)



                                                     F-3

</TABLE>







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

       NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                               December 31, 1996



(a)   Transactions in real estate and accumulated depreciation during 1996,
      1995 and 1994, are summarized as follows:

                                                            Accumulated
                                                 Cost (i)   Depreciation
                                               -----------  ------------

            Properties the Partnership has
              Invested in Under Operating
              Leases:

                Balance, December 31, 1993     $17,820,609    $1,470,080
                Reclassified from direct
                  financing leases               1,987,609            -
                Depreciation expense                    -        402,980
                                               -----------    ----------

                Balance, December 31, 1994      19,808,218     1,873,060
                Depreciation expense                    -        397,735
                Dispositions                    (1,039,130)     (142,342)
                                               -----------    ----------

                Balance, December 31, 1995      18,769,088     2,128,453
                Disposition                     (1,053,110)     (158,845)
                Depreciation expense                    -        376,766
                                               -----------    ----------

                Balance, December 31, 1996     $17,715,978    $2,346,374
                                               ===========    ==========

            Property of Joint Venture in
              Which the Partnership has a
              43% Interest and has Invested
              in Under an Operating Lease:

                Balance, December 31, 1993     $   376,086    $   25,767
                Depreciation expense                    -          6,428
                                               -----------    ----------

                Balance, December 31, 1994         376,086        32,195
                Depreciation expense                    -          6,429
                                               -----------    ----------

                Balance, December 31, 1995         376,086        38,624
                Depreciation expense                    -          6,429
                                               -----------    ----------

                Balance, December 31, 1996     $   376,086    $   45,053
                                               ===========    ==========


            Property of Joint Venture in
              Which the Partnership has a
              49% Interest and has Invested
              in Under an Operating Lease:

                Balance, December 31, 1993     $   714,367    $   55,953
                Depreciation expense                    -         14,347
                                               -----------    ----------

                Balance, December 31, 1994         714,367        70,300
                Depreciation expense                    -         14,347
                                               -----------    ----------

                Balance, December 31, 1995         714,367        84,647
                Depreciation expense                    -         14,347
                                               -----------    ----------

                Balance, December 31, 1996     $   714,367    $   98,994
                                               ===========    ==========


                                      F-4









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

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

                               December 31, 1996



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

(c)   As of December 31, 1996, the aggregate cost of the Properties owned by
      the Partnership and its consolidated joint venture, and the
      unconsolidated joint ventures for federal income tax purposes was
      $19,503,382 and $1,090,453, respectively.  All of the leases are treated
      as operating leases for federal income tax purposes.

(d)   For financial reporting purposes, 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, the cost is not shown.  Depreciation is not applicable.

(e)   The restaurant on the property in Lebanon, New Hampshire, was converted
      from a Ponderosa Steakhouse restaurant to a local, independent
      restaurant in 1992.

(f)   The restaurant on the property in Franklin, Tennessee, was converted
      from a Po Folks restaurant to a local bank in 1993.

(g)   Effective January 1, 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 depreciated over its remaining estimated life of
      approximately 25 years.

(h)   Effective February 1, 1994, the lease for this property was terminated,
      resulting in the lease's reclassification as an operating lease.

(i)   For financial reporting purposes, the undepreciated cost of the
      Properties in Franklin, Tennessee, and Rochester, Indiana, was written
      down to net realizable value due to an anticipated impairment in value.
      The Partnership recognized the impairment by recording an allowance for
      loss on land and building in the amount of $109,264 and $70,062, for the
      Properties in Franklin, Tennessee, and Rochester, Indiana, respectively,
      at December 31, 1996.  The impairment at December 31, 1996, on the
      Franklin, Tennessee Property, is based on the sales proceeds received
      from the tenant in January 1997.  The impairment at December 31, 1996,
      on the Richmond, Indiana Property, is based on an anticipated sales
      price of this Property to the tenant.  The cost of the Properties
      presented on this schedule is the gross amount at which the Properties
      were carried at December 31, 1996, excluding the allowance for loss on
      land and buildings.


                                      F-5



<TABLE>

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

                                 SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

                                              December 31, 1996

<CAPTION>
                                                                                             Principal
                                                                                              Amount
                                                                                             of Loan
                                                                                 Carrying   Subject to
                                           Final    Periodic          Face      Amount of   Delinquent
                             Interest    Maturity   Payment  Prior  Amount of    Mortgage    Principal
Description                    Rate        Date      Terms   Liens  Mortgage       (1)      or Interest
--------------------------   --------  ------------ -------- ----- ---------- ------------- -----------
<S>                          <C>       <C>          <C>      <C>   <C>        <C>           <C>
Perkins - Myrtle Beach, FL
First Mortgage                10.25%    July 2000     (2)    $  -  $1,040,000 $  889,891    $        -

Ponderosa - St. Cloud, FL
First Mortgage                10.75%   October 2011   (3)       -   1,057,299    882,967             -
                                                             ----- ---------- ----------    -----------

    Total                                                    $  -  $2,097,299 $1,772,858(4) $        -
                                                             ===== ========== ==========    ===========



</TABLE>




(1)   The tax carrying value of the notes are $1,767,448, which are net of
      deferred gains of $311,729.

(2)   Monthly payments of principal and interest at an annual rate of 10.25%,
      with a balloon payment at maturity of $1,006,004.

(3)   Twelve monthly payments of interest only and 168 equal monthly payments
      of principal and interest at an annual rate of 10.75%.

(4)   The changes in the carrying amounts are summarized as follows:


                                         1996          1995          1994
                                      ----------    ----------    ----------

      Balance at beginning of
         period                       $  895,736    $       -     $       -

      New mortgage loan                1,057,299     1,040,000            -

      Accrued interest                     9,414         8,786            -

      Collections of principal            (6,713)      (11,409)           -

      Deferred gain on sale
        of land and building            (182,878)     (141,641)           -
                                      ----------    ----------    ----------

      Balance at end of period        $1,772,858    $  895,736    $       -
                                      ==========    ==========    ==========



                                      F-6










                                  EXHIBITS




                               EXHIBIT INDEX


Exhibit Number                                                        Page

    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 (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.)


                                       i