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 June 30, 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                    8-11

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                            11

Part II

   Other Information                                                     12




<PAGE>

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

                                                                             June 30,                December 31,
                                                                               2002                      2001
                                                                         ------------------       -------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                               $   6,478,935             $   7,799,714
   Net investment in direct financing leases                                     1,213,084                 1,228,690
   Real estate held for sale                                                            --                   630,820
   Investment in joint ventures                                                  1,930,087                 1,930,836
   Cash and cash equivalents                                                     1,635,715                   313,783
   Receivables, less allowance for doubtful accounts
       of $35,317 in 2001                                                           23,761                    48,750
   Accrued rental income                                                           340,810                   349,296
   Other assets                                                                      5,452                     4,165
                                                                         ------------------       -------------------

                                                                             $  11,627,844             $  12,306,054
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                            $     8,938              $     10,873
   Real estate taxes payable                                                         8,915                     9,496
   Distributions payable                                                         1,362,501                   430,258
   Due to related parties                                                          209,082                   118,585
   Rents paid in advance and deposits                                               10,289                     4,583
                                                                         ------------------       -------------------
       Total liabilities                                                         1,599,725                   573,795

   Partners' capital                                                            10,028,119                11,732,259
                                                                         ------------------       -------------------

                                                                             $  11,627,844             $  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                   Six Months Ended
                                                                      June 30,                          June 30,
                                                                2002             2001              2002            2001
                                                            -------------    -------------    ---------------  -------------

 <c>
Revenues:
    Rental income from operating leases                        $ 228,152        $ 235,606       $    452,680      $ 477,452
    Earned income from direct financing leases                    33,224           30,583             66,647         71,272
    Contingent rental income                                       6,870           19,436             16,906         20,347
    Interest and other income                                      3,666           22,976              8,613         96,847
                                                            -------------    -------------    ---------------  -------------
                                                                 271,912          308,601            544,846        665,918
                                                            -------------    -------------    ---------------  -------------

Expenses:
    General operating and administrative                          47,291           59,240            109,817        146,142
    Property expenses                                             17,803           12,456             20,260         27,098
    State and other taxes                                          4,813               --              9,805          2,473
    Depreciation and amortization                                 44,620           53,733             89,239        107,431
    Provision for write-down of assets                                --           89,003                 --         89,003
                                                            -------------    -------------    ---------------  -------------
                                                                 114,527          214,432            229,121        372,147
                                                            -------------    -------------    ---------------  -------------

Income Before Gain on Sale of Assets and Equity in
    Earnings of Joint Ventures                                   157,385           94,169            315,725        293,771

Gain on Sale of Assets                                                --               --            571,759        171,130

Equity in Earnings of Joint Ventures                              46,534           34,041             97,235         69,347
                                                            -------------    -------------    ---------------  -------------

Income from Continuing Operations                                203,919          128,210            984,719        534,248
                                                            -------------    -------------    ---------------  -------------

Discontinued Operations (Note 4):
    Income (loss) from discontinued operations, net               (2,238 )         24,586             (7,353 )       48,757
    Gain on disposal of discontinued operations, net             193,496               --            193,496             --
                                                            -------------    -------------    ---------------  -------------
                                                                 191,258           24,586            186,143         48,757
                                                            -------------    -------------    ---------------  -------------

Net Income                                                     $ 395,177        $ 152,796       $  1,170,862      $ 583,005
                                                            =============    =============    ===============  =============

Income Per Limited Partner Unit
Continuing Operations                                           $   4.08         $   2.56         $    19.69      $   10.69
Discontinued Operations                                             3.82             0.50               3.73           0.97
                                                            -------------    -------------    ---------------  -------------

Total                                                           $   7.90         $   3.06         $    23.42      $   11.66
                                                            =============    =============    ===============  =============

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


                                                                     Six Months Ended          Year Ended
                                                                         June 30,             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                                                               1,170,862                945,973
    Distributions ($57.50 and $69.42 per
       limited partner unit, respectively)                                  (2,875,002 )           (3,471,032 )
                                                                    -------------------     ------------------
                                                                             9,514,093             11,218,233
                                                                    -------------------     ------------------

Total partners' capital                                                 $   10,028,119         $   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>

                                                                                       Six Months Ended
                                                                                           June 30,
                                                                                   2002                2001
                                                                              ----------------    ----------------

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

    Net Cash Provided by Operating Activities                                     $   514,883         $   779,437
                                                                              ----------------    ----------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                     2,749,808             300,386
       Collections on mortgage note receivable                                             --             987,881
                                                                              ----------------    ----------------
          Net cash provided by investing activities                                 2,749,808           1,288,267
                                                                              ----------------    ----------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                           (1,942,759 )        (2,617,758 )
                                                                              ----------------    ----------------
          Net cash used in financing activities                                    (1,942,759 )        (2,617,758 )
                                                                              ----------------    ----------------

Net Increase (Decrease) in Cash and Cash Equivalents                                1,321,932            (550,054 )

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

Cash and Cash Equivalents at End of Period                                       $  1,635,715         $   587,904
                                                                              ================    ================

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

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

       Distributions declared and unpaid at end of
          period                                                                 $  1,362,501         $   430,258
                                                                              ================    ================

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




<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 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 six  months  ended  June 30,  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.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Land and Buildings on Operating Leases:

         During the six months ended June 30,  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 6).


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


4.       Discontinued Operations:

         In June 2002,  the  Partnership  sold its  property  in  Lawrenceville,
         Georgia to the tenant for $850,000  and received net sales  proceeds of
         $821,500 resulting in a gain on disposal of discontinued  operations of
         approximately  $193,500.  In connection  with the sale, the Partnership
         incurred a  deferred,  subordinated,  real  estate  disposition  fee of
         $25,500  (see Note 6). The  financial  results  for this  property  are
         reflected as  Discontinued  Operations  in the  accompanying  financial
         statements.

         The operating results of discontinued operations are as follows:

<TABLE>
<CAPTION>

                                                          Quarter Ended June 30,            Six Months Ended June 30,
                                                          2002              2001            2002            2001
                                                      -------------     --------------  -------------   --------------

 <c>
         Rental revenues                                  $    365         $   27,713         $   --       $   55,427
         Other income                                        1,100              1,247          1,100            2,078
         Expenses                                           (3,703 )           (4,374 )       (8,453 )         (8,748 )
         Gain on disposal of assets                        193,496                 --        193,496               --
                                                      -------------     --------------  -------------   --------------
         Income (loss) from discontinued
             operations                                  $ 191,258         $   24,586      $ 186,143       $   48,757
                                                      =============     ==============  =============   ==============
</TABLE>


5.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental  revenues and mortgage
         interest  income  from  individual  lessees,  or  affiliated  groups of
         lessees,  each representing  more than 10% of the  Partnership's  total
         rental revenues and mortgage interest income (including the Partnership
         share of total rental revenues from  unconsolidated  joint ventures and
         the properties held as tenants-in-common with affiliates of the general
         partners) for each of the six months ended June 30:

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

             Slaymaker Group, Inc.                $  90,111         $   90,885
             IHOP Properties, Inc.                   69,727                N/A
             Golden Corral Corporation               66,076             97,756

         In addition,  the following schedule presents total rental revenues and
         mortgage  interest  income  from  individual  restaurant  chains,  each
         representing more than 10% of the  Partnership's  total rental revenues
         and mortgage  interest  income  (including the  Partnership's  share of
         total rental  revenues from joint ventures and the  properties  held as
         tenants-in-common  with affiliates of the general partners) for each of
         the six months ended June 30:

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

            Golden Corral Family Steakhouse       $  94,949         $   97,756
            Tony Roma's                              90,111             90,885
            IHOP                                     69,727                N/A
            Arby's                                   65,192                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 revenues.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2002 and 2001


5.       Concentration of Credit Risk - Continued:

         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.

6.       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  six  months  ended  June  30,  2002,  the
         Partnership  incurred deferred,  subordinated,  real estate disposition
         fees of $83,430 as a result of the sale of four properties (see Notes 3
         and 4).


<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 June 30, 2001, the Partnership owned 16 Properties directly and
owned four  Properties  indirectly  through  joint  venture or tenancy in common
arrangements. As of June 30, 2002, the Partnership owned 12 Properties directly.
In addition,  the  Partnership  owned four Properties  indirectly  through joint
venture or tenancy in common arrangements.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2002 and 2001 was cash from operating  activities  (which includes cash
received from tenants, distributions from joint ventures, and interest and other
income received,  less cash paid for expenses).  Cash from operating  activities
was  $514,883  and  $779,437  for the six months  ended June 30,  2002 and 2001,
respectively.  The decrease in cash from operating activities for the six months
ended June 30, 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 six
months ended June 30, 2002.

         During the six months ended June 30,  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. In addition, in June 2002,
the Partnership  sold its Property in  Lawrenceville,  Georgia to the tenant for
$850,000  and  received  net sales  proceeds of $821,500  resulting in a gain on
disposal of discontinued operations of approximately $193,500 during the quarter
and six months ended June 30, 2002. The Partnership  distributed the majority of
the net sales proceeds to pay special  distributions to the limited partners, as
described  below,  and used the remaining funds 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 and any net
sales proceeds held by the  Partnership 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 June 30,
2002, the Partnership had $1,635,715 invested in such short-term investments, as
compared  to  $313,783  at  December  31,  2001.  The  increase in cash and cash
equivalents at June 30, 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 six
months ended June 30, 2002 and 2001, net sales proceeds from the sale of several
Properties,  the Partnership  declared  distributions to the limited partners of
$2,875,002  and  $2,610,516  for the six months  ended  June 30,  2002 and 2001,
respectively,  ($1,362,501 and $430,258 for the quarters ended June 30, 2002 and
2001, respectively.) This represents distributions of $57.50 and $52.21 per unit
for the six months ended June 30, 2002 and 2001,  respectively ($27.25 and $8.61
per unit for the  quarters  ended  June 30,  2002 and 2001,  respectively).  The
distribution  for the six months ended June 30, 2002  included  $2,150,000  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 six months ended June 30, 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
six months ended June 30, 2002 and 2001, were  effectively a return of a portion
of the limited partners' investment, although in accordance with the partnership
agreement,  $979,322  and  $1,336,152,  respectively,  were  applied  toward the
limited  partners'  10%  Preferred  Return  and the  balance of  $1,170,678  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  six  months  ended  June  30,  2002  and  2001.  No
distributions  were made to the general partners for the quarters and six months
ended  June 30,  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 were $1,599,725 at June 30, 2002,
as  compared to $573,795 at  December  31,  2001,  primarily  as a result of the
Partnership  accruing a special distribution of net sales proceeds of $1,000,000
from the sale of the Partnership's Properties payable to the limited partners at
June 30, 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

         Total rental  revenues  were $519,327 for the six months ended June 30,
2002,  as  compared  to  $548,724  in the  comparable  period of 2001,  of which
$261,376 and $266,189  were earned  during the second  quarter of 2002 and 2001,
respectively.  Rental revenues decreased during the quarter and six months ended
June 30,  2002 as  compared  to the  same  periods  in 2001,  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.

         For the six months ended June 30, 2002 and 2001, the  Partnership  also
earned contingent rental income of $16,906 and $20,347,  respectively,  of which
$6,870 and $19,436 were earned during the quarters ended June 30, 2002 and 2001,
respectively. The decrease in contingent rental income earned during the quarter
and six months ended June 30, 2002, as compared to the same periods of 2001, was
attributable to a decrease in gross sales of certain restaurant Properties,  the
leases of which require the payment of contingent rent.

         During the six months  ended June 30,  2002 and 2001,  the  Partnership
also earned  $8,613 and $96,847,  respectively,  in interest and other income of
which $3,666 and $22,976 were earned during the quarters ended June 30, 2002 and
2001, respectively. Interest and other income were higher during the quarter and
six  months  ended  June 30,  2001 due to the fact that in  February  2001,  the
Partnership received $150,000 as satisfaction for outstanding receivable amounts
of which approximately $57,600 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.

         During the quarter and six months ended June 30, 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 revenues  (including the Partnership's  share of the rental revenues from
Properties  owned by  unconsolidated  joint ventures and  Properties  owned with
affiliates  of the general  partners as  tenants-in-common).  It is  anticipated
that, 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 revenues.  In addition,  during the quarter and six months ended June 30,
2002,  four  Restaurant  Chains,  Golden  Corral,  Tony  Roma's  Famous for Ribs
Restaurants,  IHOP  and  Arby's,  each  accounted  for  more  than  10%  of  the
Partnership's  total rental revenues  during 2002  (including the  Partnership's
share of the rental  revenues  from  Properties  owned by  unconsolidated  joint
ventures  and  Properties  owned with  affiliates  of the  general  partners  as
tenants-in-common).  It is anticipated  that these four  Restaurant  Chains each
will continue to account for more than 10% of the total rental revenues to which
the Partnership is entitled under the terms of the leases.  Any failure of these
lessees or Restaurant Chains will materially affect the Partnership's  income if
the Partnership is not able to re-lease the Properties in a timely manner.

         During the six months  ended June 30,  2002 and 2001,  the  Partnership
earned  $97,235  and  $69,347,  respectively,  $46,534  and $34,041 of which was
earned  during  the  quarters  ended  June  30,  2002  and  2001,  respectively,
attributable  to net income earned by joint ventures in which the Partnership is
a co-venturer.  The increase in net income earned by joint  ventures  during the
quarter and six months ended June 30,  2002,  as compared to the same periods in
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 and provision for
write-down  of assets,  were $229,121 and $372,147 for the six months ended June
30, 2002 and 2001,  respectively,  of which  $114,527 and $214,432 were incurred
during  the  quarters  ended  June 30,  2002 and 2001,  respectively.  Operating
expenses were higher during 2001 due to the fact that the Partnership recorded a
provision for  write-down  of assets of  approximately  $89,000  relating to its
Property in Huron,  Ohio. The tenant for this Property  terminated its lease due
to financial  difficulties and vacated the Property.  The provision  represented
the difference between the net carrying value of the Property and the fair value
at June 30, 2001. In addition, operating expenses were higher during the quarter
and six months ended June 30, 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.

         The  decrease in operating  expenses  during the quarter and six months
ended June 30, 2002, as compared to the same periods of 2001,  was primarily due
to a decrease in the costs  incurred for  administrative  expenses for servicing
the Partnership and its Properties and to lower depreciation expense during 2002
as a result of the sale of four Properties, as described above.

         As a  result  of the  sale  of the  Properties  in  West  Lebanon,  New
Hampshire and  Bountiful,  Utah,  during the six months ended June 30, 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
six months  ended  June 30,  2001.  The  Partnership  recorded  the sales of the
Properties using the installment  sales method.  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 six  months  ended  June 30,  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 six months
ended June 30, 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.

         In June 2002,  the  Partnership  sold its  Property  in  Lawrenceville,
Georgia  to the  tenant  and  recognized  a gain  on  disposal  of  discontinued
operations  of  $193,496,   as  described  above  in  "Capital  Resources."  The
Partnership  used the  proceeds to pay  distributions  to the limited  partners.
During the six months ended June 30, 2002 and 2001, the Partnership  recognized,
in connection  with this  Property,  net rental income (loss) from  discontinued
operations  (rental  revenues  less  Property  related  expenses)  amounting  to
($7,353) and $48,757,  respectively,  of which  ($2,238) and $24,586 were earned
during the quarters ended June 30, 2002 and 2001, respectively.


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.)

                   10.5    Assignment  of  Management  Agreement  from  CNL  APF
                           Partners,  LP to CNL Restaurants  XVIII,  Inc. (Filed
                           herewith.)

                  (b)      Reports on Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended June 30, 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 August, 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)



<PAGE>



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income  Fund V, Ltd.  (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned  hereby  certifies  that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date: August 7, 2002                   /s/ James M. Seneff, Jr.
     ----------------                   -----------------------------------
                                        Name:  James M. Seneff, Jr.
                                        Title:   Chief Executive Officer



<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The  undersigned,  Robert A. Bourne,  the  President and Treasurer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income  Fund V, Ltd.  (the
"Partnership"),  has executed this  certification  in connection with the filing
with the  Securities  and Exchange  Commission  of the  Partnership's  Quarterly
Report on Form 10-Q for the period  ending  June 30,  2002 (the  "Report").  The
undersigned hereby certifies that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Partnership.

Date:  August 7, 2002                  /s/ Robert A. Bourne
     ------------------                -----------------------------------
                                       Name:  Robert A. Bourne
                                       Title: President and Treasurer


<PAGE>


                                  EXHIBIT INDEX


         Exhibit Number


             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.)

             10.5          Assignment  of  Management  Agreement  from  CNL  APF
                           Partners,  LP to CNL Restaurants  XVIII,  Inc. (Filed
                           herewith.)