FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

                 For the quarterly period ended March 31, 2002
   --------------------------------------------------------------------------

                                       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
incorporation or organization)                         Identification No.)


450 South Orange Avenue
Orlando, Florida                                            32801
-------------------------------------              --------------------------
(Address of principal executive offices)                 (Zip Code)


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for 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 _________





<PAGE>


                                    CONTENTS





Part I                                                                  Page
                                                                        ----

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                               1

                  Condensed Statements of Income                         2

                  Condensed Statements of Partners' Capital              3

                  Condensed Statements of Cash Flows                     4

                  Notes to Condensed Financial Statements                5-7

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    8-12

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                            12

Part II

   Other Information                                                     13-14




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

<TABLE>
<CAPTION>
                                                                 March 31,               December 31,
                                                                   2002                      2001
                                                             ------------------       -------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                     $ 7,152,263               $ 8,430,534
   Net investment in direct financing leases                         1,220,987                 1,228,690
   Investment in joint ventures                                      1,935,004                 1,930,836
   Cash and cash equivalents                                         2,079,458                   313,783
   Receivables, less allowance for doubtful accounts
       of $60,331 and $134,799, respectively                            22,677                    48,718
   Due from related party                                                   --                        32
   Accrued rental income, less allowance for doubtful
       accounts of $1,304 in 2001                                      324,284                   349,296
   Other assets                                                          6,605                     4,165
                                                             ------------------       -------------------

                                                                  $ 12,741,278              $ 12,306,054
                                                             ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                 $   11,419                $   10,873
   Real estate taxes payable                                            10,149                     9,496
   Distributions payable                                             1,512,607                   430,258
   Due to related parties                                              187,713                   118,585
   Rents paid in advance and deposits                                   24,054                     4,583
                                                             ------------------       -------------------
       Total liabilities                                             1,745,942                   573,795

   Partners' capital                                                10,995,336                11,732,259
                                                             ------------------       -------------------

                                                                  $ 12,741,278              $ 12,306,054
                                                             ==================       ===================
</TABLE>
           See accompanying notes to condensed financial statements.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2002              2001
                                                                           ---------------    --------------

 <c>
Revenues:
    Rental income from operating leases                                         $ 224,164         $ 270,471
    Earned income from direct financing leases                                     33,423            40,689
    Contingent rental income                                                       10,036                --
    Interest and other income                                                       5,659            75,069
                                                                           ---------------    --------------
                                                                                  273,282           386,229
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           52,942            79,798
    Professional services                                                          15,392            18,281
    Real estate taxes                                                                  --             3,465
    State and other taxes                                                           4,992             2,840
    Depreciation and amortization                                                  46,731            58,072
                                                                           ---------------    --------------
                                                                                  120,057           162,456
                                                                           ---------------    --------------

Income Before Gain on Sale of Assets and Equity in
    Earnings of Joint Ventures                                                    153,225           223,773

Gain on Sale of Assets                                                            571,759           171,130

Equity in Earnings of Joint Ventures                                               50,700            35,306
                                                                           ---------------    --------------

Net Income                                                                      $ 775,684         $ 430,209
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                             $   15.51          $   8.60
                                                                           ===============    ==============

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

</TABLE>
           See accompanying notes to condensed financial statements.

<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
                                                           Quarter Ended           Year Ended
                                                             March 31,            December 31,
                                                               2002                   2001
                                                         ------------------     -----------------

 <c>
General partners:
    Beginning balance                                          $   514,026            $  514,026
    Net income                                                          --                    --
                                                         ------------------     -----------------
                                                                   514,026               514,026
                                                         ------------------     -----------------
Limited partners:
    Beginning balance                                           11,218,233            13,743,292
    Net income                                                     775,684               945,973
    Distributions ($30.25 and $69.42 per
       limited partner unit, respectively)                      (1,512,607 )          (3,471,032 )
                                                         ------------------     -----------------
                                                                10,481,310            11,218,233
                                                         ------------------     -----------------

Total partners' capital                                       $ 10,995,336          $ 11,732,259
                                                         ==================     =================

</TABLE>
           See accompanying notes to condensed financial statements.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                        Quarter Ended
                                                                                          March 31,
                                                                                   2002               2001
                                                                              ----------------    ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                      $  293,125          $ 489,690
                                                                              ----------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                     1,902,808            300,386
       Collections on mortgage note receivable                                             --            987,881
                                                                              ----------------    ---------------
          Net cash provided by investing activities                                 1,902,808          1,288,267
                                                                              ----------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                             (430,258 )         (437,500 )
                                                                              ----------------    ---------------
          Net cash used in financing activities                                      (430,258 )         (437,500 )
                                                                              ----------------    ---------------

Net Increase in Cash and Cash Equivalents                                           1,765,675          1,340,457

Cash and Cash Equivalents at Beginning of Quarter                                     313,783          1,137,958
                                                                              ----------------    ---------------

Cash and Cash Equivalents at End of Quarter                                       $ 2,079,458         $2,478,415
                                                                              ================    ===============

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

       Deferred real estate disposition fees incurred
          and unpaid at end of quarter                                              $  57,930           $  9,750
                                                                              ================    ===============

       Distributions declared and unpaid at end of
          quarter                                                                 $ 1,512,607         $2,180,258
                                                                              ================    ===============
</TABLE>
           See accompanying notes to condensed financial statements.





<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter ended March 31, 2002,  may not be indicative of the results
         that may be expected for the year ending December 31, 2002.  Amounts as
         of December 31, 2001, included in the financial  statements,  have been
         derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund V, Ltd. (the "Partnership") for the year ended December 31,
         2001.

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

2.       Land and Buildings on Operating Leases:

         During the  quarter  ended March 31,  2002,  the  Partnership  sold its
         Properties in Huron,  Ohio; West Lebanon,  New Hampshire and Bountiful,
         Utah for an aggregate sales price of $1,931,000, and received net sales
         proceeds aggregating approximately $1,844,900. The Partnership recorded
         gains  aggregating  approximately  $571,700 relating to the sale of the
         properties in West Lebanon,  New Hampshire and Bountiful,  Utah. Due to
         the fact that the Partnership had recorded provisions for write-down of
         assets in previous years, no gain or loss was recorded in 2002 relating
         to the property in Huron,  Ohio.  In connection  with these sales,  the
         Partnership  incurred deferred,  subordinated,  real estate disposition
         fees of $57,930 (see Note 4).


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


3.       Concentration of Credit Risk:

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

                                                 2002               2001
                                            ---------------    ---------------

               Slaymaker Group, Inc.              $ 45,107           $ 45,488
               IHOP Properties, Inc.                34,864                N/A
               Golden Corral Corporation            33,038             48,878

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

                                                  2002               2001
                                             ---------------    ---------------

            Golden Corral Family Steakhouse        $ 47,474           $ 48,878
            Tony Roma's                              45,107             45,488
            IHOP                                     34,864                N/A

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

         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  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2002 and 2001


4.       Related Party Transactions:

         An  affiliate  of the  Partnership  is  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
         affiliate  provides a substantial amount of services in connection with
         the  sale.  However,  if the net sales  proceeds  are  reinvested  in a
         replacement  property,  no such real  estate  disposition  fees will be
         incurred  until  such  replacement  property  is sold and the net sales
         proceeds are  distributed.  The payment of the real estate  disposition
         fee is  subordinated  to  receipt  by the  limited  partners  of  their
         aggregate   10%  preferred   return,   plus  their   adjusted   capital
         contributions. During the quarter ended March 31, 2002, the Partnership
         incurred  deferred,  subordinated,  real  estate  disposition  fees  of
         $57,930 as a result of the sale of three properties (see Note 2).


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL  Income  Fund V, Ltd.  (the  "Partnership")  is a  Florida  limited
partnership  that was organized on August 17, 1988, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and existing  restaurants,  as well as land upon which  restaurants
were to be constructed,  which are leased primarily to operators of national and
regional  fast-food  and  family-style  restaurant  chains  (collectively,   the
"Properties").  The leases  generally are  triple-net  leases,  with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of March 31, 2002, the  Partnership  owned 17 Properties,  either
directly or indirectly through joint venture or tenancy in common arrangements.

Capital Resources

         During the  quarters  ended  March 31, 2002 and 2001,  the  Partnership
generated  cash from  operations  (which  includes  cash  received from tenants,
distributions from joint ventures, and interest and other income received,  less
cash paid for expenses).  Cash from operations was $293,124 and $489,690 for the
quarters ended March 31, 2002 and 2001, respectively.  The decrease in cash from
operations  for the  quarter  ended  March 31,  2002 was a result of  changes in
income and expenses,  as described in "Results of Operations" below, and changes
in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
quarter ended March 31, 2002.

         During the  quarter  ended March 31,  2002,  the  Partnership  sold its
Properties in Huron, Ohio; West Lebanon,  New Hampshire and Bountiful,  Utah for
an  aggregate  sales  price  of  $1,931,000  and  received  net  sales  proceeds
aggregating approximately $1,844,900. The Partnership recorded gains aggregating
approximately  $571,700  relating to the sale of the Properties in West Lebanon,
New Hampshire and  Bountiful,  Utah.  Due to the fact that the  Partnership  had
recorded  provisions for write-down of assets in previous years, no gain or loss
was  recorded  relating  to  the  Property  in  Huron,   Ohio.  The  Partnership
distributed  the net sales proceeds from the Properties in Huron,  Ohio and West
Labanon,  New Hampshire as a special  distribution to the limited  partners,  as
described  below.  The Partnership  intends to use the proceeds from the sale of
the Property in Bountiful, Utah for distributions to the limited partners and to
pay Partnership liabilities.  The Partnership anticipates that its distributions
will be  sufficient  to enable the  limited  partners  to pay  federal and state
income taxes, if any (at a level  reasonably  assumed by the general  partners),
resulting from the sale.

         Currently,  rental income from the Partnership's Properties,  net sales
proceeds held by the Partnership and a portion of the amounts collected from the
promissory  note which was paid in its entirety in February 2001 are invested in
money market accounts or other short-term,  highly liquid  investments,  such as
demand  deposit  accounts  at  commercial  banks,   money  market  accounts  and
certificates  of deposit  with less than a 90-day  maturity  date,  pending  the
Partnership's  use  of  such  funds  to pay  Partnership  expenses  and to  make
distributions to the partners. At March 31, 2002, the Partnership had $2,079,458
invested in such short-term investments, as compared to $313,783 at December 31,
2001. The increase in cash and cash equivalents at March 31, 2002, was primarily
a result of the Partnership  holding the net sales proceeds it received from the
sale of the Properties  described  above,  pending  distribution  to the limited
partners.  The funds remaining after the payment of distributions to the limited
partners and other  liabilities will be used to meet the  Partnership's  working
capital needs.

Short-Term Liquidity

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

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who 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.

         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.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on  current  and  anticipated  future  cash from  operations,  and for the
quarters  ended March 31,  2002 and 2001,  net sales  proceeds  from the sale of
several  Properties,  the  Partnership  declared  distributions  to the  limited
partners of $1,512,607  and $2,180,258 for the quarters ended March 31, 2002 and
2001, respectively.  This represents distributions of $30.25 and $43.61 per unit
for the quarters ended March 31, 2002 and 2001,  respectively.  The distribution
for  the  quarter  ended  March  31,  2002  included  $1,150,000  in  a  special
distribution,  as a result of the  distribution  of net sales  proceeds from the
2002 sale of several  Properties,  as  described  in  "Capital  Resources."  The
distribution  for the quarter  ended March 31, 2001,  included  $1,750,000  in a
special distribution, as a result of the distribution of net sales proceeds from
the sale of the Property in Daleville,  Indiana and the payoff of the promissory
notes  accepted in connection  with the sale of the  Properties in Myrtle Beach,
South Carolina and St. Cloud,  Florida.  These special  distributions during the
quarters ended March 31, 2002 and 2001,  were  effectively a return of a portion
of the limited partners' investment, although in accordance with the partnership
agreement,  $737,585  and  $1,336,152,  respectively,  were  applied  toward the
limited partners' 10% Preferred Return and the balance of $412,415 and $413,848,
respectively,  were treated as a return of capital for  purposes of  calculating
the  limited  partners'  10%  Preferred  Return.  As a result  of the  return of
capital,  the amount of the limited  partners'  invested  capital  contributions
(which  generally  is  the  limited   partners'  capital   contributions,   less
distributions  from the sale of Properties that are considered to be a return of
capital) was decreased;  therefore, the amount of the limited partners' invested
capital  contributions  on which  the 10%  Preferred  Return is  calculated  was
lowered  accordingly.   As  a  result  of  the  sales  of  the  Properties,  the
Partnership's total revenue was reduced, while the majority of the Partnership's
operating  expenses  remained fixed.  Therefore,  distributions of net cash flow
were  adjusted   during  the  quarters   ended  March  31,  2002  and  2001.  No
distributions were made to the general partners for the quarters ended March 31,
2002 and 2001. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

         Total  liabilities of the Partnership  increased to $1,745,942 at March
31,  2002,  from  $573,795 at December  31,  2001,  primarily as a result of the
Partnership  accruing a special distribution of net sales proceeds of $1,150,000
from the sale of several of the Partnership's  Properties payable to the limited
partners at March 31, 2002. The increase was also partially  attributable  to an
increase  in amounts  due to  related  parties  and rents  paid in  advance  and
deposits.  The general partners believe that the Partnership has sufficient cash
on hand to meet current working capital needs.

Long-Term Liquidity

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

Results of Operations

         During the quarter  ended March 31,  2001,  the  Partnership  owned and
leased 17 wholly owned  Properties  (including  one  Property  which was sold in
March 2001) and during the quarter ended March 31, 2002, the  Partnership  owned
and leased 16 wholly owned  Properties  (including  three  Properties which were
sold in January  2002),  to operators of fast-food and  family-style  restaurant
chains.  In connection  therewith,  during the quarters ended March 31, 2002 and
2001, the  Partnership  earned  $257,587 and $311,160,  respectively,  in rental
income from  operating  leases and earned income from direct  financing  leases.
Rental and earned  income  decreased  during the quarter ended March 31, 2002 as
compared to the quarter ended March 31, 2001,  partially due to the fact that in
2002 the Partnership  stopped recording rental revenues relating to the Property
in  Lawrenceville,  Georgia  due to the fact  that the  tenant  of the  Property
terminated  its lease and  ceased  restaurant  operations.  The  Partnership  is
currently  seeking a new tenant or purchaser for this Property.  The Partnership
will not recognize any rental income  relating to this Property  until such time
as the  Partnership  executes a new lease or until the  Property is sold and the
proceeds  from such sale are  reinvested  in an  additional  Property.  The lost
revenues  resulting from the vacant Property could have an adverse effect on the
results of  operations  of the  Partnership  if the  Partnership  is not able to
re-lease the Property in a timely manner.

         In addition,  the decrease in rental  income  during the quarter  ended
March 31, 2002 was  partially  due to the sale of  Properties  during  2002,  as
described in "Capital  Resources." The  Partnership  used the net sales proceeds
from the sale of these  Properties to pay  liabilities of the Partnership and to
make distributions to the limited partners.

         During the quarter ended March 31, 2002,  the  Partnership  also earned
$10,036 in contingent rental income.  The contingent rental income earned during
the quarter ended March 31, 2002, was attributable to an increase in gross sales
of certain  restaurant  Properties,  the leases of which  require the payment of
contingent rent.

         During the  quarters  ended  March 31, 2002 and 2001,  the  Partnership
earned  $5,659 and  $75,069,  respectively,  in interest and other  income.  The
decrease in interest  and other income  during the quarter  ended March 31, 2002
was primarily due to the fact that in February  2001, the  Partnership  received
$150,000  as   satisfaction   for  outstanding   receivable   amounts  of  which
approximately   $52,000  was  received  in  consideration  for  the  Partnership
releasing the tenant of the Property in Huron,  Ohio from its obligations  under
the lease, which the Partnership recorded as other income. The tenant terminated
its lease and ceased restaurant operations. No such amounts were received during
the quarter ended March 31, 2002.

         During  the  quarter  ended  March  31,  2002,  three  lessees  of  the
Partnership,  Golden  Corral  Corporation,   Slaymaker  Group,  Inc.,  and  IHOP
Properties,  Inc., each  contributed  more than 10% of the  Partnership's  total
rental and earned income  (including the  Partnership's  share of the rental and
earned  income  from  Properties  owned by  unconsolidated  joint  ventures  and
Properties owned with affiliates of the general partners as  tenants-in-common).
It is anticipated  that,  based on the minimum rental  payments  required by the
leases,  these three lessees will  continue to  contribute  more than 10% of the
Partnership's  total rental and earned income.  In addition,  during the quarter
ended March 31, 2002, three Restaurant Chains, Golden Corral, Tony Roma's Famous
for  Ribs  Restaurants,  and  IHOP,  each  accounted  for  more  than 10% of the
Partnership's  total  rental  and  earned  income  during  2002  (including  the
Partnership's share of the rental income from Properties owned by unconsolidated
joint ventures and Properties  owned with affiliates of the general  partners as
tenants-in-common).  It is anticipated that these three  Restaurant  Chains each
will continue to account for more than 10% of the total rental and earned income
to which the Partnership is entitled under the terms of the leases.  Any failure
of these lessees or Restaurant  Chains could materially affect the Partnership's
income if the  Partnership  is not able to re-lease the  Properties  in a timely
manner.

         For the quarters ended March 31, 2002 and 2001, the  Partnership  owned
and leased two Properties  indirectly through joint venture arrangements and two
Properties as  tenants-in-common  with  affiliates of the general  partners.  In
connection therewith, the Partnership earned $50,700 and $35,306,  respectively,
attributable  to net income earned by joint ventures in which the Partnership is
a co-venturer.  The increase in net income earned by these joint ventures during
the quarter ended March 31, 2002,  as compared to March 31, 2001,  was primarily
attributable  to the fact that the  Partnership and CNL Income Fund II, Ltd., as
tenants-in-common,  re-leased the Property in Mesa,  Arizona, to a new tenant in
September  2001 with terms  substantially  the same as the  Partnership's  other
leases.  The former tenant of the  Property,  in which the  Partnership  owns an
approximate  42%  interest  with  an  affiliate  of  the  general  partners,  as
tenants-in-common,  had  filed  for  bankruptcy  in 1998  and in June  2000  had
rejected the lease.

         Operating expenses,  including  depreciation expense, were $120,057 and
$162,456  for the  quarters  ended  March 31, 2002 and 2001,  respectively.  The
decrease in  operating  expenses  during the quarter  ended March 31,  2002,  as
compared to the quarter ended March 31, 2001, was primarily due to a decrease in
the costs incurred for administrative expenses for servicing the Partnership and
its  Properties.  In addition,  the decrease in  operating  expenses  during the
quarter  ended March 31, 2002,  as compared to the quarter ended March 31, 2001,
was  partially  attributable  to the  Partnership  incurring  less  depreciation
expense  during 2002 as a result of the sale of three  Properties,  as described
above.

         Operating  expenses were also higher during the quarter ended March 31,
2001 due to the fact that the Partnership  incurred  certain  expenses,  such as
repairs and  maintenance,  insurance and real estate  taxes,  as a result of the
tenant of the Property in West Lebanon, New Hampshire defaulting under the terms
of its lease.  In January 2002, the  Partnership  sold the Property and will not
incur such expenses relating to this Property in the future.

         As a  result  of the  sale  of the  Properties  in  West  Lebanon,  New
Hampshire,  and  Bountiful,  Utah,  during the quarter ended March 31, 2002, the
Partnership  recognized  gains of $571,759.  In connection  with the sale of its
Properties in Myrtle Beach,  South  Carolina and St. Cloud,  Florida during 1995
and 1996, respectively,  the Partnership recognized gains of $136,034 during the
quarter  ended  March  31,  2001.  The  Partnership  recorded  the  sales of the
Properties using the installment  sales method,  in accordance with Statement of
Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate." As
such,  the gains on the  sales  were  deferred,  and were  recognized  as income
proportionately  as payments under the mortgage notes were collected.  The gains
recognized  during 2001 were due to the fact that during the quarter ended March
31, 2001 the Partnership collected the outstanding balances of the mortgage note
collaterized by these  Properties.  In addition,  as a result of the sale of the
Property in Daleville,  Indiana,  the Partnership  recognized a gain of $35,096,
during the quarter ended March 31, 2001.

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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.     Legal Proceedings.   Inapplicable.
            ------------------

Item 2.     Changes in Securities.       Inapplicable.
            --------------------------

Item 3.     Default upon Senior Securities.   Inapplicable.
            -------------------------------

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

Item 5.     Other Information.        Inapplicable.
            ------------------

Item 6.     Exhibits and Reports on Form 8-K.
            ---------------------------------

            (a)  Exhibits

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

                 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.)

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

                 (b)       Reports on Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended March 31, 2002.



<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 7th day of May, 2002

                                            CNL INCOME FUND V, LTD.


                                            By:CNL REALTY CORPORATION
                                               General Partner


                                               By:/s/ James M. Seneff, Jr.
                                                  ----------------------------
                                                  JAMES M. SENEFF, JR.
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


                                               By:/s/ Robert A. Bourne
                                                  ----------------------------
                                                  ROBERT A. BOURNE
                                                  President and Treasurer
                                                  (Principal Financial and
                                                  Accounting Officer)