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 September 30, 1997

                                       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 juris-                      (I.R.S. Employer
   diction of incorporation                    Identification No.)
      or organization)


400 E. South Street, #500
Orlando, Florida                                      32801
   (Address of principal                           (Zip Code)
     executive offices)


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


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           5-8

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                    9-16


Part II

  Other Information                                   17


<PAGE>



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


                                         September 30,            December 31,
            ASSETS                           1997                     1996
                                         -------------            -----------

Land and  buildings  on  operating
  leases,  less  accumulated
  depreciation  of $2,128,783 and
  $2,346,374 and allowance for
  loss on land and building of
  $213,052 and $179,326                    $11,881,432            $15,190,278
Net investment in direct financing
  leases                                     1,376,436              1,941,406
Investment in joint ventures                   459,503                465,808
Mortgage note receivable, less
  deferred gain of $323,761
  and $324,519                               1,770,276              1,772,858
Cash and cash equivalents                    1,415,939                362,922
Restricted cash                              2,484,723                     -
Receivables, less allowance for
  doubtful accounts of $137,892
  and $37,743                                   42,312                 57,934
Prepaid expenses                                 9,834                 10,416
Accrued rental income                          191,476                277,034
Other assets                                    54,346                 54,346
                                           -----------            -----------

                                           $19,686,277            $20,133,002
                                           ===========            ===========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                           $    18,671            $    25,366
Accrued construction costs payable              50,000                     -
Accrued real estate taxes payable              102,327                104,764
Distributions payable                          575,000                575,000
Due to related parties                         125,064                155,964
Rents paid in advance                           12,758                 11,738
                                           -----------            -----------
    Total liabilities                          883,820                872,832

Commitments (Note 7)

Minority interest                              261,427                277,551

Partners' capital                           18,541,030             18,982,619
                                           -----------            -----------

                                           $19,686,277            $20,133,002
                                           ===========            ===========







            See accompanying notes to condensed financial statements.

                                        1

<PAGE>



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


                                                            Quarter Ended                      Nine Months Ended
                                                            September 30,                      September 30,
                                                      1997           1996               1997             1996
                                                   ---------       ---------         ----------       -------
<S> <C>
Revenues:
  Rental income from
    operating leases                               $ 344,772       $ 440,455         $1,042,771       $1,339,784
  Earned income from direct
    financing leases                                  33,396          46,316            117,863          139,386
  Contingent rental income                            15,404          17,156             68,056           57,443
  Interest and other income                           93,169          28,746            227,320           97,103
                                                   ---------       ---------         ----------       ----------
                                                     486,741         532,673          1,456,010        1,633,716
                                                   ---------       ---------         ----------       ----------

Expenses:
  General operating and
    administrative                                    52,181          41,075            128,730          139,306
  Bad debt expense                                        -               -               9,007               -
  Professional services                                4,866           4,382             17,695           15,315
  Real estate taxes                                   10,776           8,732             32,298           30,550
  State and other taxes                                   -               -              11,897           12,492
  Depreciation                                        82,425          95,221            249,225          285,663
                                                   ---------       ---------          ---------       ----------
                                                     150,248         149,410            448,852          483,326
                                                   ---------       ---------          ---------       ----------

Income Before Minority Interest
  in Loss of Consolidated Joint
  Venture, Equity in Earnings
  of Unconsolidated Joint
  Ventures, Gain on Sale of
  Land and Buildings and
  Provision for Loss on Land
  and Building                                       336,493         383,263          1,007,158        1,150,390

Minority Interest in Loss of
  Consolidated Joint Venture                           6,092           5,220             16,124           18,328

Equity in Earnings of Uncon-
  solidated Joint Ventures                            11,144          11,408             33,549           33,641

Gain on Sale of Land and
  Buildings                                          267,076             234            369,570              684

Provision for Loss on Land
  and Building                                            -               -            (142,990)              -
                                                   ---------       ---------         ----------       ---------

Net Income                                         $ 620,805       $ 400,125         $1,283,411       $1,203,043
                                                   =========       =========         ==========       ==========

Allocation of Net Income:
  General partners                                 $   6,060       $   4,001         $   10,548       $   12,030
  Limited partners                                   614,745         396,124          1,272,863        1,191,013
                                                   ---------       ---------         ----------       ----------

                                                   $ 620,805       $ 400,125         $1,283,411       $1,203,043
                                                   =========       =========         ==========       ==========

Net Income Per Limited
  Partner Unit                                     $   12.29       $    7.92         $    25.46       $    23.82
                                                   =========       =========         ==========       ==========

Weighted Average Number
  of Limited Partner Units
  Outstanding                                         50,000          50,000             50,000           50,000
                                                   =========       =========         ==========       ==========
</TABLE>


            See accompanying notes to condensed financial statements.

                                        2

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL


                                     Nine Months Ended             Year Ended
                                       September 30,              December 31,
                                           1997                       1996
                                     -----------------            ------------

General partners:
  Beginning balance                    $   376,173                $   203,960
  Contributions                                 -                     159,700
  Net income                                10,548                     12,513
                                       -----------                -----------
                                           386,721                    376,173
                                       -----------                -----------

Limited partners:
  Beginning balance                     18,606,446                 19,490,800
  Net income                             1,272,863                  1,415,646
  Distributions ($34.50 and
    $46.00 per limited partner
    unit, respectively)                 (1,725,000)                (2,300,000)
                                       -----------                -----------
                                        18,154,309                 18,606,446
                                       -----------                -----------

Total partners' capital                $18,541,030                $18,982,619
                                       ===========                ===========



            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                     Nine Months Ended
                                                        September 30,
                                                  1997                 1996
                                              -----------           -------

Increase (Decrease) in Cash and
  Cash Equivalents:

    Net Cash Provided by Operating
      Activities                              $ 1,297,828           $ 1,617,623
                                              -----------           -----------

    Cash Flows from Investing
      Activities:
        Proceeds from sale of land and
          buildings                             4,082,166                    -
        Additions to land and building
          on operating leases                    (120,365)                   -
        Collections on mortgage note
          receivable                                5,503                 4,969
        Increase in restricted cash            (2,487,115)                   -
                                              -----------           ----------
            Net cash provided by
              investing activities              1,480,189                 4,969
                                              -----------           -----------

    Cash Flows from Financing
      Activities:
        Contributions from general
          partner                                      -                159,700
        Distributions to limited
          partners                             (1,725,000)           (1,725,000)
                                              -----------           -----------
            Net cash used in
              financing activities             (1,725,000)           (1,565,300)
                                              -----------           -----------

Net Increase in Cash and
  Cash Equivalents                              1,053,017                57,292

Cash and Cash Equivalents at
  Beginning of Period                             362,922               319,052
                                              -----------           -----------

Cash and Cash Equivalents at End of
  Period                                      $ 1,415,939           $   376,344
                                              ===========           ===========

Supplemental Schedule of Non-Cash
  Financing Activities:

    Distributions declared and unpaid
      at end of period                        $   575,000           $   575,000
                                              ===========           ===========





            See accompanying notes to condensed financial statements.

                                        4

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 1997 and 1996


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 and nine  months  ended  September  30,  1997,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 1997.  Amounts as of December  31, 1996,  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,
         1996.

         The Partnership  accounts for its 66.5% interest in CNL/Longacre  Joint
         Venture using the consolidation  method.  Minority interest  represents
         the minority joint venture partner's  proportionate share of the equity
         in  the  Partnership's  consolidated  joint  venture.  All  significant
         intercompany accounts and transactions have been eliminated.

2.       Land and Buildings on Operating Leases:

         As of December 31, 1996, the Partnership recorded an allowance for loss
         on land and building in the amount of $70,062 for  financial  reporting
         purposes for the Hardees property in Richmond, Indiana. In addition, as
         of September 30, 1997, the  Partnership had increased the allowance for
         loss on land and building by an additional  $142,990 for such property.
         The allowance  represents  the  difference  between (i) the  property's
         carrying  value at September 30, 1997,  and (ii) the general  partners'
         estimate  of the net  realizable  value  of the  property  based on the
         general partners' anticipated sales price relating to this property.

         In  January  1997,  the  Partnership  sold its  property  in  Franklin,
         Tennessee,  to the tenant for $980,000 and received net sales  proceeds
         of  $960,741.  Since the  Partnership  had  previously  established  an
         allowance for loss on land and building as of December 31, 1996, in the
         amount of $109,264 relating to this property, no loss was recognized in
         January 1997 as a result of the sale.


                                        5

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


2.       Land and Buildings on Operating Leases - Continued:

         In June 1997, the Partnership  entered into an operating  agreement for
         the  property  located in South Haven,  Michigan,  with a new tenant to
         operate the property as an Arby's restaurant.  In connection therewith,
         the  Partnership  funded  approximately  $120,400 in  conversion  costs
         associated with this property.

         In September  1997,  the  Partnership  sold its property in Salem,  New
         Hampshire, to the tenant for $1,295,172 and received net sales proceeds
         (net of $1,773 which  represents  prorated rent returned to the tenant)
         of  $1,270,365,  resulting  in a gain  of  approximately  $141,508  for
         financial reporting purposes.  This property was originally acquired by
         the Partnership in May 1989 and had a cost of approximately $1,085,100,
         excluding  acquisition  fees and  miscellaneous  acquisition  expenses;
         therefore, the Partnership sold the property for approximately $187,000
         in excess of its original purchase price.

         In addition,  in September 1997, the  Partnership  sold its property in
         Port St. Lucie,  Florida, to the tenant for $1,220,000 and received net
         sales  proceeds of  $1,216,750,  resulting  in a gain of  approximately
         $125,309 for financial reporting purposes. This property was originally
         acquired  by the  Partnership  in  November  1989  and  had a  cost  of
         approximately $1,176,100,  excluding acquisition fees and miscellaneous
         acquisition expenses;  therefore, the Partnership sold the property for
         approximately $40,700 in excess of its original purchase price.

3.       Net Investment in Direct Financing Leases:

         In May 1997, the Partnership sold its property in Smyrna, Tennessee, to
         a third party for $655,000 and received net sales proceeds of $634,310,
         resulting in a gain of approximately  $101,995 for financial  reporting
         purposes.  This property was originally  acquired by the Partnership in
         March  1989  and  had  a  cost  of  approximately  $569,500,  excluding
         acquisition fees and miscellaneous acquisition expenses; therefore, the
         Partnership  sold the property for  approximately  $64,800 in excess of
         its original purchase price.



                                        6

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


4.       Restricted Cash:

         As of September 30, 1997,  net sales  proceeds of  $2,487,115  from the
         sales of the  properties  in Salem,  New  Hampshire and Port St. Lucie,
         Florida,  less  escrow  fees (net of accrued  interest)  of $2,392 were
         being held in an interest-bearing escrow account pending the release of
         funds by the escrow agent to acquire additional properties on behalf of
         the Partnership.

5.       Receivables:

         In June 1997, the Partnership  terminated the leases with the tenant of
         the properties in  Connorsville  and Richmond,  Indiana.  In connection
         therewith,  the Partnership accepted a promissory note from this former
         tenant for $35,297 for amounts  relating to past due real estate  taxes
         the  Partnership  had  accrued  as a  result  of  the  former  tenant's
         financial difficulties. The promissory note is uncollateralized,  bears
         interest at a rate of ten percent per annum,  and is being collected in
         36 monthly  installments.  Receivables at September 30, 1997,  included
         $36,187 of such amounts,  including  accrued interest of $890 (See Note
         7).

6.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental and earned income from
         individual  lessees,  each  representing  more than ten  percent of the
         Partnership's   total   rental  and  earned   income   (including   the
         Partnership's  share of total  rental  and  earned  income  from  joint
         ventures), for at least one of the quarters ended September 30:

                                                         1997            1996
                                                       --------        --------

                  Shoney's, Inc.                       $180,044        $180,478
                  Golden Corral Corporation             146,633         146,633
                  Tampa Foods, L.P.                     133,923         131,565
                  Great Midwestern Restaurants, Inc.    127,484         127,623

         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  lessee's
         could   significantly   impact  the  results  of   operations   of  the
         Partnership.  However,  the general  partners  believe that the risk of
         such a default is reduced due to the  essential or important  nature of
         these properties for the on-going operations of the lessees.



                                        7

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
           Quarters and Nine Months Ended September 30, 1997 and 1996


7.       Commitments:

         In July 1997, the Partnership entered into a new lease for the property
         in Connorsville,  Indiana, with a new tenant to operate the property as
         an Arby's  restaurant.  In connection  therewith,  the  Partnership has
         agreed to fund up to $125,000 in renovation  costs, of which $50,000 in
         costs had been  incurred and accrued as  construction  in process as of
         September  30, 1997.  The  renovations  are expected to be completed in
         November 1997.

         In  July  1997,  the  Partnership  entered  into a  purchase  and  sale
         agreement with a third party to sell the Hardee's  property  located in
         Richmond,  Indiana.  The general  partners believe that the anticipated
         sales price on this property  exceeds the carrying cost associated with
         the  property.  The  sale  of this  property  had  not  occurred  as of
         September 30, 1997.

8.       Subsequent Event:

         In  October  1997,  the  Partnership   received   $106,000  in  capital
         contributions from the corporate general partner in connection with the
         operations of the Partnership.

         In addition, in October 1997, the Partnership reinvested  approximately
         $460,200 of the net sales  proceeds  from the sale in January  1997, of
         the property in Franklin,  Tennessee,  in a Boston  Market  property in
         Mesa,  Arizona, as  tenants-in-common  with an affiliate of the general
         partners.  In connection  therewith,  the Partnership and its affiliate
         entered into an agreement  whereby each  co-venturer  will share in the
         profits and losses of the property in proportion to each  co-venturer's
         interest.  The Partnership  owns an approximate 43 percent  interest in
         the property.

                                        8

<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  arrangements,  both newly  constructed  and
existing restaurant  properties,  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 are generally  triple- net leases,  with the lessees  responsible for
all repairs and  maintenance,  property  taxes,  insurance and utilities.  As of
September 30, 1997, the Partnership owned 24 Properties,  including interests in
three  Properties  owned  by  joint  ventures  in  which  the  Partnership  is a
co-venturer.

Liquidity and Capital Resources

         The  Partnership's  primary source of capital for the nine months ended
September  30, 1997 and 1996,  was cash from  operations  (which  includes  cash
received from tenants, distributions from joint ventures, and interest and other
income received,  less cash paid for expenses).  In addition,  another source of
capital for the nine months ended September 30, 1997, included proceeds from the
sales of Properties, as discussed below. Cash from operations was $1,297,828 and
$1,617,623 for the nine months ended September 30, 1997 and 1996,  respectively.
The decrease in cash from  operations  for the nine months ended  September  30,
1997,  is  primarily a result of changes in income and  expenses as discussed in
"Results of Operations" below and changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
nine months ended September 30, 1997 and 1996.

         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.  During the nine months ended  September 30,
1996,  the  Partnership  received  $159,700  in capital  contributions  from the
corporate  general partner in connection with the operations of the Partnership.
No such  contributions  were received during the nine months ended September 30,
1997. In October 1997, the Partnership  received $106,000 in contributions  from
the  corporate  general  partner  in  connection  with  the  operations  of  the
Partnership.

         In  January  1997,  the  Partnership  sold its  Property  in  Franklin,
Tennessee,  to the  tenant for  $980,000  and  received  net sales  proceeds  of
$960,741. Since the Partnership had previously established an allowance for loss
on land and building  relating to this Property,  no gain or loss was recognized
in January 1997 as a result of the sale.  The  Partnership  has used $360,000 of
the  net  sales  proceeds  to  pay  liabilities  of the  Partnership,  including
quarterly   distributions  to  the  limited  partners.   In  October  1997,  the
Partnership  reinvested  approximately  $460,200  of  the  remaining  net  sales
proceeds in a Boston Market Property in Mesa, Arizona, as

                                        9

<PAGE>



Liquidity and Capital Resources - Continued

tenants-in-common  with an  affiliate  of the general  partners.  In  connection
therewith,  the Partnership and its affiliate  entered into an agreement whereby
each  co-venturer  will  share in the  profits  and  losses of the  Property  in
proportion to each co- venturer's interest.  The Partnership owns an approximate
43 percent interest in the Property.

         In addition,  in May 1997, the Partnership sold its Property in Smyrna,
Tennessee,  to a third party for $655,000  and  received  net sales  proceeds of
$634,310,  resulting in a gain of approximately $101,995 for financial reporting
purposes. This Property was originally acquired by the Partnership in March 1989
and  had a cost  of  approximately  $569,500,  excluding  acquisition  fees  and
miscellaneous acquisition expenses; therefore, the Partnership sold the Property
for  approximately  $64,800  in  excess  of its  original  purchase  price.  The
Partnership anticipates that it will distribute amounts 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.  The
Partnership  used  approximately  $82,500  of  the  net  sales  proceeds  to pay
liabilities of the Partnership, including quarterly distributions to the limited
partners and intends to reinvest the remaining net sales proceeds in the form of
renovations to several Properties held by the Partnership.

         In June 1997, the Partnership  terminated the leases with the tenant of
the Properties in Connorsville and Richmond,  Indiana. In connection  therewith,
the  Partnership  accepted a promissory note from this former tenant for $35,297
for amounts  relating to past due real estate taxes the  Partnership had accrued
as a result of the former tenant's financial difficulties.  The promissory note,
which is  uncollateralized,  bears  interest at a rate of ten percent per annum,
and is being collected in 36 monthly installments.  Receivables at September 30,
1997, included $36,187 of such amounts, including accrued interest of $890.

         In June 1997, the Partnership  entered into an operating  agreement for
the Property located in South Haven, Michigan,  with a new tenant to operate the
Property as an Arby's  restaurant.  In  connection  therewith,  the  Partnership
funded approximately $120,400 in conversion costs associated with this Property.

         In September  1997,  the  Partnership  sold its Property in Salem,  New
Hampshire,  to the tenant for $1,295,172 and received net sales proceeds (net of
$1,773 which  represents  prorated rent  returned to the tenant) of  $1,270,365,
resulting in a gain of approximately  $141,508 for financial reporting purposes.
This Property was originally  acquired by the  Partnership in May 1989 and had a
cost of approximately  $1,085,100,  excluding acquisition fees and miscellaneous
acquisition  expenses;   therefore,   the  Partnership  sold  the  Property  for
approximately $187,000 in excess of its original purchase price. As of September
30, 1997, the net sales proceeds of $1,270,365  less escrow fees (net of accrued
interest)  of  $1,179,  were being held in an  interest-bearing  escrow  account
pending the

                                       10

<PAGE>



Liquidity and Capital Resources - Continued

release of funds by the escrow  agent to acquire  an  additional  Property.  The
general partners believe that the transaction, or a portion thereof, relating to
the sale of the Property in Salem,  New Hampshire,  and the  reinvestment of the
proceeds will qualify as a like-kind exchange transaction for federal income tax
purposes.  However, the Partnership will distribute amounts sufficient to enable
the limited partners to pay federal and state (at a level reasonably  assumed by
the general partners) income taxes, if any, resulting from the sale.

         In September 1997, the Partnership sold its Property in Port St. Lucie,
Florida for $1,220,000 and received net sales proceeds of $1,216,750,  resulting
in a gain of  approximately  $125,309 for  financial  reporting  purposes.  This
Property was originally  acquired by the  Partnership in November 1989 and had a
cost of approximately  $1,176,100,  excluding acquisition fees and miscellaneous
acquisition  expenses;   therefore,   the  Partnership  sold  the  Property  for
approximately  $40,700 in excess of its original purchase price. As of September
30, 1997, the net sales proceeds of $1,216,750  less escrow fees (net of accrued
interest)  of  $1,213,  were being held in an  interest-bearing  escrow  account
pending  the  release  of funds by the escrow  agent to  acquire  an  additional
Property.  The  general  partners  believe  that the  transaction,  or a portion
thereof,  relating to the sale of the Property in Port St. Lucie,  Florida,  and
the  reinvestment  of  the  proceeds  will  qualify  as  a  like-kind   exchange
transaction  for federal  income tax purposes.  However,  the  Partnership  will
distribute  amounts sufficient to enable the limited partners to pay federal and
state (at a level reasonably  assumed by the general  partners) income taxes, if
any, resulting from the sale.

         Currently,  rental income from the Partnership's Properties is invested
in money market accounts or other short-term,  highly liquid investments pending
the  Partnership's  use of such  funds to pay  Partnership  expenses  or to make
distributions  to the  partners.  At September  30, 1997,  the  Partnership  had
$1,415,939  invested in such  short-term  investments as compared to $362,922 at
December 31, 1996. The increase in cash and cash equivalents for the nine months
ended September 30, 1997, is primarily  attributable to the receipt of net sales
proceeds  relating  to the  sales of the  Properties  in  Franklin  and  Smyrna,
Tennessee,  as discussed  above. The funds remaining at September 30, 1997, will
be used to reinvest in additional  Properties,  as discussed  above,  and to pay
distributions and other liabilities.

         Total liabilities of the Partnership increased to $883,820 at September
30, 1997, from $872,832 at December 31, 1996, primarily as the result of amounts
accrued  during the nine months  ended  September  1997,  for  renovation  costs
relating to the  Partnership's  Property  located in Connorsville,  Indiana,  as
discussed  below.  The  increase in  liabilities  during the nine  months  ended
September  1997,  is  partially  offset by a decrease  in amounts due to related
parties. Liabilities at September 30, 1997, to the extent they


                                       11

<PAGE>



Liquidity and Capital Resources - Continued

exceed cash and cash  equivalents  at  September  30,  1997,  less amounts to be
reinvested  in  additional  Properties,  as described  above,  will be paid from
future cash from operations and, in the event the general partners elect to make
additional   capital   contributions,   from  future  general   partner  capital
contributions.

         In July 1997, the Partnership entered into a new lease for the Property
in Connorsville, Indiana, with a new tenant to operate the Property as an Arby's
restaurant.  In connection  therewith,  the Partnership has agreed to fund up to
$125,000 in  renovation  costs,  of which $50,000 in costs had been incurred and
accrued as construction in process as of September 30, 1997. The renovations are
expected to be completed in November 1997.

         In  July  1997,  the  Partnership  entered  into a  purchase  and  sale
agreement with a third party to sell the Hardee's  Property located in Richmond,
Indiana.  The general partners believe that the anticipated  sales price on this
Property  exceeds the carrying cost  associated  with the Property.  The sale of
this Property had not occurred as of September 30, 1997.

         Based  on  current  and  anticipated   future  cash  from   operations,
additional capital  contributions from the corporate general partner received in
October 1997  described  above,  and during the nine months ended  September 30,
1996,  and,  for the nine months  ended  September  30,  1997,  a portion of the
proceeds  received  from the sales of the  Properties  in  Franklin  and Smyrna,
Tennessee,  the  Partnership  declared  distributions  to  limited  partners  of
$1,725,000  for  each of the  nine  months  ended  September  30,  1997 and 1996
($575,000  for each of the quarters  ended  September  30, 1997 and 1996).  This
represents  distributions  for each  applicable  nine  months of $34.50 per unit
($11.50 per unit for each applicable quarter). No distributions were made to the
general  partners for the quarters and nine months ended  September 30, 1997 and
1996. No amounts  distributed or to be  distributed to the limited  partners for
the nine months ended  September  30, 1997 and 1996,  are required to be or have
been  treated  by the  Partnership  as a  return  of  capital  for  purposes  of
calculating   the   limited   partners'   return  on  their   adjusted   capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

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







                                       12

<PAGE>



Results of Operations

         During the nine months ended  September 30, 1996, the  Partnership  and
its consolidated joint venture,  CNL/Longacre Joint Venture, owned and leased 27
wholly owned Properties (including one Property in St. Cloud, Florida, which was
sold in October 1996) and during the nine months ended  September 30, 1997,  the
Partnership  and  CNL/Longacre  Joint  Venture  owned and leased 26 wholly owned
Properties (including four Properties in Franklin, Tennessee, Smyrna, Tennessee,
Salem, New Hampshire and Port St. Lucie,  Florida, one of which was sold in each
of January and May, and two of which were sold in September 1997 to operators of
fast-food and family-style  restaurant chains. In connection  therewith,  during
the  nine  months  ended  September  30,  1997 and  1996,  the  Partnership  and
CNL/Longacre  Joint Venture earned $1,160,634 and $1,479,170,  respectively,  in
rental  income from  operating  leases and earned  income from direct  financing
leases,  $378,168  and $486,771 of which was earned  during the  quarters  ended
September 30, 1997 and 1996, respectively.  Rental income during the quarter and
nine  months  ended  September  30,  1997  decreased  approximately  $75,400 and
$196,300,  respectively,  as  compared  to the  quarter  and nine  months  ended
September  1996, as a result of the sale of the Property in St. Cloud,  Florida,
in October 1996, and the sales of the Properties in Franklin, Tennessee; Smyrna,
Tennessee;  Salem, New Hampshire,  and Port St. Lucie, Florida,  during the nine
months ended September 30, 1997. The general  partners believe that the decrease
in rental and earned  income  will be offset by an increase in rental and earned
income resulting from the  reinvestment of the net sales proceeds  received from
the sales of the Properties in Smyrna, Tennessee; Salem, New Hampshire, Port St.
Lucie,  Florida,  and the  remaining  net  sales  proceeds  from the sale of the
Property in Franklin,  Tennessee.  In October 1997, the Partnership reinvested a
portion of the  remaining  net sales  proceeds  from the sale of the Property in
Franklin,   Tennessee,  in  a  Boston  Market  Property  in  Mesa,  Arizona,  as
tenants-in-common  with an affiliate of the general  partners as discussed above
in "Liquidity and Capital Resources".

         Rental and earned  income also  decreased  during the nine months ended
September 30, 1997, as compared to the nine months ended  September 30, 1996, as
a result of the  Partnership  increasing its allowance for doubtful  accounts by
approximately  $87,300 and $9,200  during the nine months  ended  September  30,
1997,  and 1996,  respectively,  for rental  amounts  relating  to the  Hardee's
Properties located in Connorsville and Richmond,  Indiana,  which were leased by
the same tenant, due to financial  difficulties the tenant was experiencing.  In
addition, as a result of the fact that the Partnership terminated the lease with
the former  tenant in June 1997, as discussed  above in  "Liquidity  and Capital
Resources",  rental and earned income  decreased  approximately  $43,600 for the
quarter and nine months ended  September  30,  1997.  The  Partnership  does not
intend to continue to pursue the  collection  of these rental and other  amounts
due from  the  former  tenant  unless  the  former  tenant  defaults  under  the
promissory note described above in "Liquidity and Capital Resources".


                                       13

<PAGE>



                                                       
Results of Operations - Continued

         Rental and earned  income  during the  quarters  and nine months  ended
September  30,  1997 and 1996,  respectively,  continued  to  remain at  reduced
amounts due to the fact that the  Partnership is not receiving any rental income
relating to the  Properties in Belding,  Michigan,  and Lebanon,  New Hampshire.
Rental  and earned  income  are  expected  to remain at  reduced  amounts  until
replacement  tenants are located for the  Properties  in Belding,  Michigan  and
Lebanon, New Hampshire, which had not been released as of September 30, 1997.

         For the nine months ended  September 30, 1997 and 1996, the Partnership
also earned  $68,056 and $57,443,  respectively,  in contingent  rental  income,
$15,404 and $17,156 of which was earned during the quarters ended  September 30,
1997 and 1996, respectively. The increase in contingent rental income during the
nine months  ended  September  30,  1997,  as compared to the nine months  ended
September  30,  1996,  is primarily  attributable  to an increase in gross sales
relating  to certain  restaurant  Properties,  the leases of which  require  the
payment of contingent rent.

         In addition, for the nine months ended September 30, 1997 and 1996, the
Partnership  owned and leased two  Properties  indirectly  through  other  joint
venture arrangements.  In connection  therewith,  the Partnership earned $33,549
and $33,641,  respectively,  attributable to net income earned by unconsolidated
joint ventures in which the Partnership is a co-venturer, $11,144 and $11,408 of
which  was  earned  during  the  quarters  ended  September  30,  1997 and 1996,
respectively.

         Interest  and other income was $227,320 and $97,103 for the nine months
ended  September 30, 1997 and 1996,  respectively,  $93,169 and $28,746 of which
was earned during the quarters ended September 30, 1997 and 1996,  respectively.
The  increase in interest  and other  income  during the quarter and nine months
ended  September  30,  1997,  as compared  to the quarter and nine months  ended
September  30, 1996,  is primarily  attributable  to the interest  earned on the
mortgage note receivable accepted in connection with the sale of the Property in
St.  Cloud,  Florida,  in  October  1996 and the  interest  earned  on the sales
proceeds  received  from the sale of the  Properties  in  Franklin  and  Smyrna,
Tennessee, which had not been reinvested as of September 30, 1997.

         During the nine months ended  September  30, 1997,  four lessees of the
Partnership and its consolidated  joint venture,  Shoney's,  Inc., Golden Corral
Corporation,  Great  Midwestern  Restaurants,  Inc. and Tampa Foods,  L.P., each
contributed  more than ten  percent of the  Partnership's  total  rental  income
(including rental income from the Partnership's  consolidated  joint venture and
the  Partnership's  share of the  rental  income  from two  Properties  owned by
unconsolidated joint ventures). As of September 30, 1997, Shoney's, Inc. was the
lessee under leases relating to three restaurants, Golden Corral Corporation was
the  lessee  under  leases  relating  to  two   restaurants,   Great  Midwestern
Restaurants, Inc. was the lessee under the leases relating to three restaurants,
and

                                       14

<PAGE>



Results of Operations - Continued

Tampa Foods, L.P. was the lessee under leases relating to two restaurants. It is
anticipated  that, based on the minimum rental payments  required by the leases,
these  lessees  will  continue  to  contribute  more  than  ten  percent  of the
Partnership's  total rental income  during the remainder of 1997 and  subsequent
years.  Any failure of these lessees could materially  affect the  Partnership's
income.

         Operating expenses,  including  depreciation expense, were $448,852 and
$483,326 for the nine months ended September 30, 1997 and 1996, respectively, of
which $150,248 and $149,410 were incurred for the quarters  ended  September 30,
1997 and 1996, respectively.  The decrease in operating expenses during the nine
months ended  September 30, 1997, as compared to the nine months ended September
30, 1996,  is  partially  due to a decrease in  depreciation  expense due to the
sales of the  Properties  in St. Cloud,  Florida,  in October 1996 and Franklin,
Tennessee,  Salem, New Hampshire,  and Port St. Lucie, Florida,  during the nine
months  ended  September  30, 1997.  The decrease in operating  expenses is also
attributable to a decrease in accounting and administrative  expenses associated
with operating the Partnership and its Properties.

         The  decrease  in  operating  expenses  during  the nine  months  ended
September 30, 1997, as compared to the nine months ended September 30, 1996, was
partially  offset by an increase of  approximately  $9,000 for bad debt  expense
recorded by the Partnership in 1997, relating to past due rental amounts for the
Properties located in Connorsville and Richmond,  Indiana.  The Partnership does
not intend to  continue  to pursue the  collection  of such  amounts  unless the
former  tenant  defaults  under  the  promissory  note,  as  described  above in
"Liquidity and Capital Resources".

         Due to the tenants defaulting under the terms of their lease agreements
for the  Property  in  Belding,  Michigan,  and the  Property  in  Lebanon,  New
Hampshire,  the Partnership  and its  consolidated  joint venture,  CNL/Longacre
Joint Venture,  expect to continue to incur operating  expenses relating to such
Properties until such time as a new lease is executed for each Property.

         As a  result  of the  sale  of the  Property  in  Myrtle  Beach,  South
Carolina,  in August 1995, and recording the gain using the installment  method,
the Partnership  recognized a gain for financial  reporting purposes of $259 and
$758 during the quarter and nine months ended September 30, 1997, respectively.

         In May 1997, the Partnership sold its Property in Smyrna, Tennessee, as
described above in "Liquidity and Capital  Resources," and recognized a gain for
financial  reporting purposes of $101,995 during the nine months ended September
30, 1997.





                                       15

<PAGE>



Results of Operations - Continued

         In September  1997, the Partnership  sold its Properties in Salem,  New
Hampshire,  and Port St. Lucie,  Florida,  as described  above in "Liquidity and
Capital  Resources," and recognized  gains for financial  reporting  purposes of
$266,817 during the quarter and nine months ended September 30, 1997.

         In  addition,  during the quarter and nine months ended  September  30,
1997,  the  Partnership  recorded an allowance  for loss on land and building of
$142,990, for financial reporting purposes, relating to the Hardee's Property in
Richmond,  Indiana.  The loss  represents the difference  between the Property's
carrying value and the estimated net realizable value,  based on the anticipated
sales price of this Property.

                                       16

<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings.  Inapplicable.

Item 2.           Changes in Securities.  Inapplicable.

Item 3.           Defaults 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 - None.

                  (b)      No reports on Form 8-K were filed  during the quarter
                           ended September 30, 1997.

                                       17

<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 30th day of October, 1997.


                             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)