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, 2000
   --------------------------------------------------------------------------

                                       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                                           32801-3336
----------------------------------------        -----------------------------
(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                5-6

   Item 2.    Management's Discussion and Analysis of Financial          7-11
                  Condition and Results of Operations

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                            12

Part II

   Other Information                                                     13-14




<PAGE>





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

<TABLE>

<CAPTION>
                                                                             June 30,                December 31,
                                                                               2000                      1999
                                                                         ------------------       -------------------
<S> <C>
                               ASSETS

   Land and  buildings on operating  leases,  less  accumulated
       depreciation  of $2,002,785 and $1,998,386, respectively,
       and allowance for loss on land and buildings of $516,049
       and $962,161, respectively
                                                                               $ 8,971,326               $ 9,208,302
   Net investment in direct financing leases                                     1,650,276                 1,670,966
   Investment in joint ventures                                                  2,504,887                 2,534,850
   Mortgage notes  receivable,  less deferred gain of $136,626 and
       $137,303, respectively                                                      864,024                   868,309
   Cash and cash equivalents                                                     1,784,889                 1,984,879
   Receivables, less allowance for doubtful accounts
       of $174,573 and $153,750, respectively                                       32,000                    54,580
   Prepaid expenses                                                                  7,827                     4,458
   Accrued rental income                                                           326,164                   300,090
   Other assets                                                                     54,346                    54,346
                                                                         ------------------       -------------------

                                                                              $ 16,195,739              $ 16,680,780
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                             $   21,678                $   81,476
   Accrued real estate taxes payable                                                 5,058                     4,201
   Distributions payable                                                           500,000                   500,000
   Due to related parties                                                          416,085                   348,888
   Rents paid in advance                                                            25,093                     6,094
                                                                         ------------------       -------------------
       Total liabilities                                                           967,914                   940,659

   Minority interest                                                                69,130                    77,373

   Partners' capital                                                            15,158,695                15,662,748
                                                                         ------------------       -------------------

                                                                              $ 16,195,739              $ 16,680,780
                                                                         ==================       ===================


           See accompanying notes to condensed financial statements.
<PAGE>


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

                                                               Quarter Ended                    Six Months Ended
                                                                 June 30,                           June 30,
                                                           2000             1999              2000             1999
                                                       -------------    -------------     -------------     ------------
Revenues:
    Rental income from operating leases                   $ 283,099        $ 265,979         $ 537,669        $ 550,939
    Earned income from direct financing leases               44,692           45,717            79,421           91,600
    Contingent rental income                                 18,882           16,658            17,048           24,746
    Interest and other income                                31,058           43,320            81,608          101,974
                                                       -------------    -------------     -------------     ------------
                                                            377,731          371,674           715,746          769,259
                                                       -------------    -------------     -------------     ------------

Expenses:
    General operating and administrative                     43,570           34,888            85,775           71,002
    Professional services                                     5,731           13,190            16,092           18,582
    Bad debt expense                                             --               --            18,673               --
    Real estate taxes                                         6,286            8,682            20,483           16,487
    State and other taxes                                       379              447             6,744            6,404
    Depreciation                                             57,060           60,067           115,462          124,179
    Transaction costs                                        22,474           59,718            46,166           91,188
                                                       -------------    -------------     -------------     ------------
                                                            135,500          176,992           309,395          327,842
                                                       -------------    -------------     -------------     ------------

Income Before Minority Interest in Loss of
    Consolidated Joint Venture, Equity in
    Earnings of Unconsolidated Joint Ventures,
    and Gain on Sale of Land and Buildings                  242,231          194,682           406,351          441,417

Minority Interest in Loss of Consolidated Joint
    Venture                                                   3,540            4,787             8,243            9,172

Equity in Earnings of Unconsolidated Joint
    Ventures                                                 31,028          172,427            80,676          229,265

Gain on Sale of Land and Buildings                              343              309               677          395,422
                                                       -------------    -------------     -------------     ------------

Net Income                                                $ 277,142        $ 372,205         $ 495,947      $ 1,075,276
                                                       =============    =============     =============     ============

Allocation of Net Income:
    General partners                                      $   2,772        $   3,722          $  4,960         $  9,157
    Limited partners                                        274,370          368,483           490,987        1,066,119
                                                       -------------    -------------     -------------     ------------

                                                          $ 277,142        $ 372,205         $ 495,947      $ 1,075,276
                                                       =============    =============     =============     ============

Net Income Per Limited Partner Unit                        $   5.49         $   7.37          $   9.82         $  21.32
                                                       =============    =============     =============     ============

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


           See accompanying notes to condensed financial statements.
<PAGE>


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


                                                   Six Months Ended             Year Ended
                                                       June 30,                December 31,
                                                         2000                      1999
                                                -----------------------      -----------------

General partners:
    Beginning balance                                      $   514,026             $  503,730
    Net income                                                   4,960                 10,296
                                                -----------------------      -----------------
                                                               518,986                514,026
                                                -----------------------      -----------------
Limited partners:
    Beginning balance                                       15,148,722             15,723,372
    Net income                                                 490,987              1,425,350
    Distributions ($20.00 and $40.00 per
       limited partner unit, respectively)                  (1,000,000 )           (2,000,000 )
                                                -----------------------      -----------------
                                                            14,639,709             15,148,722
                                                -----------------------      -----------------

Total partners' capital                                   $ 15,158,695           $ 15,662,748
                                                =======================      =================


           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                   Six Months Ended
                                                                       June 30,
                                                               2000                 1999
                                                          ----------------     ---------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                   $ 668,143           $ 879,145
                                                          ----------------     ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                   126,947           1,113,759
       Collections on mortgage notes receivable                     4,920           1,048,211
                                                          ----------------     ---------------
          Net cash provided by investing activities               131,867           2,161,970
                                                          ----------------     ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                       (1,000,000 )        (1,000,000 )
                                                          ----------------     ---------------
          Net cash used in financing activities                (1,000,000 )        (1,000,000 )
                                                          ----------------     ---------------

Net Increase (Decrease) in Cash and Cash Equivalents             (199,990 )         2,041,115

Cash and Cash Equivalents at Beginning of Period                1,984,879             352,648
                                                          ----------------     ---------------

Cash and Cash Equivalents at End of Period                     $1,784,889          $2,393,763
                                                          ================     ===============

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

       Deferred real estate disposition fees incurred
          and unpaid at end of period                           $   4,050              $   --
                                                          ================     ===============

       Distributions declared and unpaid at end
          of  period                                            $ 500,000           $ 500,000
                                                          ================     ===============


           See accompanying notes to condensed financial statements.

</TABLE>


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2000 and 1999


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 six months ended June 30, 2000 may not be indicative of
         the results that may be expected for the year ending December 31, 2000.
         Amounts as of December 31, 1999, 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,
         1999.

         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.

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2000 presentation.  These  reclassifications
         had no effect on partners' capital or net income.

2.       Land and Buildings on Operating Leases:

         During the six months ended June 30,  2000,  the  Partnership  sold its
         property  in  Belding,  Michigan,  to a third  party for  $135,000  and
         received net sales proceeds of  approximately  $126,900  resulting in a
         loss of approximately $446,100 for financial reporting purposes. Due to
         the fact that as of December 31, 1999, the  Partnership had recorded an
         allowance for loss on building of  approximately  $446,100,  no gain or
         loss was  recorded  for  financial  reporting  purposes  during the six
         months  ended  June  30,  2000.  In  connection   with  the  sale,  the
         Partnership incurred a deferred,  subordinated, real estate disposition
         fee of $4,050 (see Note 3).






<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 2000 and 1999


3.       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,  2000,  the
         Partnership incurred a deferred,  subordinated, real estate disposition
         fee of $4,050 as a result  of the sale of a  property  (see Note 2). No
         deferred,  subordinated,  real estate  disposition  fees were  incurred
         during the quarter and six months ended June 30, 1999.

4.       Termination of Merger:

         On March 1, 2000,  the general  partners  and CNL  American  Properties
         Fund, Inc.  ("APF") mutually agreed to terminate the Agreement and Plan
         of  Merger  entered  into in  March  1999.  The  general  partners  are
         continuing  to evaluate  strategic  alternatives  for the  Partnership,
         including alternatives to provide liquidity to the limited partners.

5.       Subsequent Event:

         In July 2000,  Halls Joint Venture,  in which the  Partnership  owned a
         48.9%  interest,  was  dissolved in  accordance  with the joint venture
         agreement. As a result, the Partnership received approximately $440,700
         representing  its 48.9% share of the liquidation  proceeds of the joint
         venture. No gain or loss on dissolution of joint venture was recorded.





<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  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,
2000,  the  Partnership  owned 22 Properties,  which included  interests in four
Properties owned by joint ventures in which the Partnership is a co-venturer and
two Properties owned with affiliates as tenants-in-common.

Capital Resources

         During the six months  ended June 30,  2000 and 1999,  the  Partnership
generated  cash from  operations  (which  includes  cash  received from tenants,
distributions from joint ventures, and interest and other income received,  less
cash paid for expenses).  Cash from operations was $668,143 and $879,145 for the
six months ended June 30, 2000 and 1999, respectively. The decrease in cash from
operations  for the six months  ended  June 30,  2000 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, 2000.

         During the six months ended June 30,  2000,  the  Partnership  sold its
Property in Belding,  Michigan to a third party for  $135,000  and  received net
sales proceeds of  approximately  $126,900  resulting in a loss of approximately
$446,100 for financial reporting  purposes.  Due to the fact that as of December
31, 1999,  the  Partnership  had  recorded an allowance  for loss on building of
approximately  $446,100,  no gain or loss was recorded for  financial  reporting
purposes during the six months ended June 30, 2000. In connection with the sale,
the Partnership incurred a deferred,  subordinated,  real estate disposition fee
of $4,050.  The Partnership  intends to distribute the majority of the net sales
proceeds to the limited partners.

         In July 2000,  Halls Joint Venture,  in which the  Partnership  owned a
48.9% interest, was dissolved in accordance with the joint venture agreement. As
a result,  the Partnership  received  approximately  $440,700  representing it's
48.9% share of the liquidations  proceeds of the joint venture.  No gain or loss
on dissolution of joint venture was recorded. The Partnership intends to use its
share of the proceeds to pay  liabilities of the Partnership or to distribute to
the limited partners.

         Currently,  rental  income from the  Partnership's  Properties  and 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 and  certificates of deposit,  with less than a 30-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, 2000, the Partnership had
$1,784,889 invested in such short-term investments, as compared to $1,984,879 at
December 31, 1999. The funds remaining at June 30, 2000 will be used towards the
payment  of   distributions  to  the  limited  partners  or  used  to  meet  the
Partnership's working capital and other 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.

         Total liabilities of the Partnership  increased to $967,914 at June 30,
2000,  from  $940,659  at December  31,  1999,  primarily  due to an increase in
amounts due to related  parties and an increase in rents paid in advance at June
30, 2000, as compared to December 31, 1999. The increase was partially offset by
a decrease in accounts  payable at June 30,  2000,  as compared to December  31,
1999.  Liabilities  at June 30,  2000,  to the extent  they exceed cash and cash
equivalents  at June 30, 2000  (excluding  amounts held  representing  net sales
proceeds from the sale of Properties and collections under the promissory note),
will be paid from future cash from operations, net sales proceeds from the sales
of  Properties  or in the  event  the  general  partners  elect to make  capital
contributions, from future general partner contributions.

         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,  the Partnership
declared distributions to the limited partners of $1,000,000 for each of the six
months ended June 30, 2000 and 1999  ($500,000  for each of the  quarters  ended
June 30, 2000 and 1999).  This represents  distributions  of $20.00 per unit for
each of the six months  ended  June 30,  2000 and 1999  ($10.00  for each of the
quarters  ended  June 30,  2000 and  1999).  No  distributions  were made to the
general  partners  for the quarters and six months ended June 30, 2000 and 1999.
No amounts distributed to the limited partners for the six months ended June 30,
2000 and 1999 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.

Long-Term Liquidity

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


<PAGE>


Results of Operations

         During the six months  ended June 30,  1999,  the  Partnership  and its
consolidated  joint venture,  CNL/Longacre  Joint  Venture,  owned and leased 20
wholly owned Properties  (which included two Properties which were sold in March
1999),  and during  the six months  ended June 30,  2000,  the  Partnership  and
CNL/Longacre   Joint  Venture  owned  and  leased  18  wholly  owned  Properties
(including  one Property which was sold in March 2000) to operators of fast-food
and family-style  restaurant  chains.  In connection  therewith,  during the six
months ended June 30, 2000 and 1999,  the  Partnership  and  CNL/Longacre  Joint
Venture  earned  $617,090  and  $642,539,  respectively,  in rental  income from
operating  leases and earned income from direct financing  leases,  $327,791 and
$311,696 of which was earned  during the quarters  ended June 30, 2000 and 1999,
respectively.  Rental and earned  income  decreased  during the six months ended
June  30,  2000,  as  compared  to the  six  months  ended  June  30,  1999,  by
approximately  $19,500 as a result of the sales of  Properties  during  1999 and
2000.

         Rental and earned  income also  decreased  during the six months  ended
June  30,  2000  as  compared  to  the  six  months  ended  June  30,  1999,  by
approximately  $10,200  due to the fact  that  the  Partnership  established  an
allowance  for  doubtful  accounts for past due rental  amounts  relating to the
Property in Huron,  Ohio,  in  accordance  with the  Partnership's  policy,  The
general  partners will continue to pursue  collection of past due rental amounts
and will recognize  such amounts as income if collected.  The tenant vacated the
Property  and  discontinued   operations  and  making  rental  payments  to  the
Partnership.  The  Partnership  will not recognize any rental income relating to
this Property until such time as the  Partnership  executes a new lease or until
the  Property  is sold and the  proceeds  from  such sale are  reinvested  in an
additional  Property.  The  Partnership  is  currently  seeking a new  tenant or
purchaser for this Property.

         Rental and earned  income during the quarters and six months ended June
30,  2000  and  1999  remained  at  reduced  amounts  due to the  fact  that the
Partnership  did not receive any rental  income  relating to the  Properties  in
Daleville,  Indiana and Lebanon,  New Hampshire.  Rental,  earned and contingent
rental  income are expected to remain at reduced  amounts until such time as the
Partnership  executes  new  leases  or  until  the  Properties  are sold and the
proceeds  from  such  sales  are  reinvested  in  additional   Properties.   The
Partnership  is currently  seeking  either new tenants or  purchasers  for these
Properties.

         The increase in rental and earned  income during the quarter ended June
30, 2000, was partially  attributable to, and the decrease during the six months
ended June 30,  2000,  was  partially  offset by, an increase  of  approximately
$23,000 and $11,600 during the quarter and six months ended June 30, 2000 due to
the fact that the Partnership collected and recognized as income past due rental
amounts for which the  Partnership  had previously  established an allowance for
doubtful  accounts,  relating to its  Properties in NewCastle,  Indiana and Port
Orange, Florida.

         During the six months  ended June 30,  2000 and 1999,  the  Partnership
owned and leased three Properties  indirectly through joint venture arrangements
(including one Property in Halls Joint Venture, which was sold in June 1999) and
two Properties as tenants-in-common  with affiliates of the general partners. In
connection therewith, the Partnership earned $80,676 and $229,265, respectively,
$31,028 and $172,427 of which was earned during the quarters ended June 30, 2000
and 1999,  respectively.  The  decrease  in net  income  earned  by these  joint
ventures  during the quarter and six months ended June 30, 2000,  as compared to
the quarter and six months ended June 30, 1999,  was primarily  attributable  to
the fact that in June 1999, Halls Joint Venture,  in which the Partnership owned
a 48.9%  interest,  recognized a gain of  approximately  $239,300 for  financial
reporting purposes as a result of the sale of its Property in June 1999. In July
2000,  Halls  Joint  Venture  was  dissolved  as  discussed  above  in  "Capital
Resources."

         In addition, the decrease in net income earned by joint ventures during
the quarter and six months ended June 30, 2000 was partially attributable to the
fact that in 1998, a tenant of a Property in which the Partnership owns a 42.09%
interest with an affiliate of the general partners, as tenants-in-common,  filed
for  bankruptcy  and,  during the  quarter  and six months  ended June 30,  2000
rejected the lease  relating to the only  Property  leased by this tenant.  As a
result,  this tenant  discontinued making rental payments on the rejected lease.
In conjunction with the rejected lease,  during the quarter and six months ended
June 30, 2000,  the  tenants-in-common  established  an  allowance  for doubtful
accounts  of  approximately  $4,800  relating  to past due  rental  amounts  and
reversed  approximately  $31,500 of accrued  rental  income.  The accrued rental
income was the accumulated amount of non-cash accounting  adjustments previously
recorded in order to recognize  future scheduled rent increases as income evenly
over the term of the lease. The tenants-in-common  will not recognize any rental
and earned income from this vacant Property until a new tenant for this Property
is located.  The lost revenues  resulting from the rejected and vacant  Property
could   have  an  adverse   effect  on  the   results   of   operation   of  the
tenants-in-common  if the  tenants-in-common is not able to release the Property
in a timely manner. The  tenants-in-common is currently seeking a new tenant for
the rejected and vacant Property.

         During the six months  ended June 30,  2000 and 1999,  the  Partnership
earned $81,608 and $101,974, respectively, in interest and other income, $31,058
and  $43,320 of which was earned  during the  quarters  ended June 30,  2000 and
1999, respectively. The decrease in interest and other income during the quarter
and six months  ended June 30,  2000,  as compared to the quarter and six months
ended June 30,  1999,  was  primarily  attributable  to the fact that during the
quarter  and six months  ended June 30,  1999,  the  Partnership  collected  the
outstanding balance relating to the promissory note the Partnership  accepted in
connection with the sale of its Property in St. Cloud, Florida in 1996.

         Operating expenses,  including  depreciation expense, were $309,395 and
$327,842 for the six months ended June 30, 2000 and 1999, respectively, of which
$135,500 and  $176,992  were  incurred for the quarters  ended June 30, 2000 and
1999,  respectively.  Operating  expenses  decreased  during the quarter and six
months  ended  June 30,  2000,  partially  due to the fact that the  Partnership
incurred less transaction costs during the quarter and six months ended June 30,
2000, related to the general partners retaining  financial and legal advisors to
assist them in evaluating and  negotiating the proposed merger with CNL American
Properties Fund, Inc. ("APF") due to the termination of the proposed merger,  as
described below in "Termination of Merger." In addition, the decrease during the
quarter  and six months  ended June 30,  2000 was  partially  attributable  to a
decrease in  depreciation  expense as a result of the sale of two  properties in
1999, and one Property in January 2000.

         The decrease in operating expenses during the six months ended June 30,
2000  was  partially   offset  by  the  fact  that  the   Partnership   recorded
approximately  $18,100 in bad debt expense and accrued  approximately  $5,400 in
real estate tax expense  relating to the Property in Huron,  Ohio, for which the
tenant  vacated  the  Property  and  discontinued  making  rental  payments,  as
described above. The Partnership expects to continue to incur operating expenses
such as repairs and maintenance, insurance and real estate tax expense, relating
to this  Property  until the Property is sold or re-leased to a new tenant.  The
Partnership is currently seeking a new tenant or purchaser for this property. In
addition,  the decrease in operating  expenses during the quarter and six months
ended June 30,  2000,  was  partially  offset by an increase  in  administrative
expenses for servicing the Partnership and its Properties.

         Due to tenant  defaults  under the terms of their lease  agreements for
the  Properties  in  Daleville,   Indiana,  and  Lebanon,  New  Hampshire,   the
Partnership and its consolidated joint venture, CNL/Longacre Joint Venture, have
incurred and expect to continue to incur operating  expenses such as repairs and
maintenance,  insurance,  and  real  estate  tax  expenses,  relating  to  these
Properties  until the  Properties  are sold or  re-leased  to new  tenants.  The
Partnership is currently seeking new tenants or purchasers for these Properties.

         As a result  of the  sale of the  Properties  in  Myrtle  Beach,  South
Carolina and St. Cloud,  Florida in 1995 and 1996,  respectively,  and recording
the gains  from  such  sales  using  the  installment  method,  the  Partnership
recognized  gains for financial  reporting  purposes of $677 and $181,919 during
the six months  ended  June 30,  2000 and 1999,  respectively,  $343 and $309 of
which  were  recognized  during  the  quarters  ended  June 30,  2000 and  1999,
respectively.  The gain recognized during the six months ended June 30, 1999 was
higher than that  recognized  during the six months ended June 30, 2000,  due to
the fact that  during  the six  months  ended  June 30,  1999,  the  Partnership
collected an advance payment of principal relating to the Property in St. Cloud,
Florida,  which accelerated the recognition of the gain for financial  reporting
purposes.  In addition,  as a result of the sales of the  Properties in Endicott
and  Ithaca,  New  York,  the  Partnership  recognized  a gain of  $213,503  for
financial reporting purposes during the six months ended June 30, 1999.

Termination of Merger

         On March 1, 2000,  the  general  partners  and APF  mutually  agreed to
terminate the Agreement and Plan of Merger (the "Merger")  entered into in March
1999. The general partners are continuing to evaluate strategic alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the limited
partners.

Dismissal of Legal Action

         As described in greater detail in Part II, Item 1 "Legal  Proceedings",
in 1999 two  groups of  limited  partners  in several  CNL  Income  Funds  filed
purported  class action  suits  against the general  partners and APF  alleging,
among other  things,  that the general  partners  had breached  their  fiduciary
duties  in  connection  with the  proposed  merger.  These  actions  were  later
consolidated  into one action.  On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice,  with each party
to bear its own costs and attorneys' fees.


<PAGE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         No material  changes in the  Partnership's  market risk  occurred  from
December 31, 1999 through June 30, 2000. Information regarding the Partnership's
market risk at December  31, 1999 is included in its Annual  Report on Form 10-K
for the year ended December 31, 1999.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings.

          On May 11, 1999,  four limited  partners in several CNL Income
          Funds served a derivative  and purported  class action lawsuit
          filed April 22, 1999  against the general  partners and APF in
          the  Circuit  Court of the Ninth  Judicial  Circuit  of Orange
          County,  Florida,  alleging that the general partners breached
          their fiduciary  duties and violated  provisions of certain of
          the CNL Income Fund partnership  agreements in connection with
          the proposed merger. The plaintiffs sought unspecified damages
          and equitable relief. On July 8, 1999, the plaintiffs filed an
          amended   complaint   which,   in  addition  to  naming  three
          additional  plaintiffs,  included  allegations  of aiding  and
          abetting and conspiring to breach fiduciary duties, negligence
          and  breach  of duty  of good  faith  against  certain  of the
          defendants and sought additional equitable relief. As amended,
          the caption of the case was Jon Hale, Mary J. Hewitt,  Charles
          A. Hewitt,  Gretchen M. Hewitt, Bernard J. Schulte,  Edward M.
          and Margaret Berol Trust,  and Vicky Berol v. James M. Seneff,
          Jr.,  Robert  A.  Bourne,  CNL  Realty  Corporation,  and  CNL
          American Properties Fund, Inc., Case No. CIO-99-0003561.

          On June 22, 1999, a limited partner of several CNL Income Funds served
          a purported  class  action  lawsuit  filed April 29, 1999  against the
          general partners and APF, Ira Gaines,  individually and on behalf of a
          class of persons similarly situated,  v. CNL American Properties Fund,
          Inc., James M. Seneff,  Jr., Robert A. Bourne, CNL Realty Corporation,
          CNL Fund Advisors, Inc., CNL Financial Corporation a/k/a CNL Financial
          Corp.,  CNL Financial  Services,  Inc. and CNL Group,  Inc.,  Case No.
          CIO-99-3796,  in the Circuit  Court of the Ninth  Judicial  Circuit of
          Orange County,  Florida,  alleging that the general partners  breached
          their fiduciary  duties and that APF aided and abetted their breach of
          fiduciary duties in connection with the proposed merger. The plaintiff
          sought unspecified damages and equitable relief.

          On  September  23,  1999,  Judge  Lawrence  Kirkwood  entered an order
          consolidating  the two cases under the caption In re: CNL Income Funds
          Litigation,  Case No. 99-3561.  Pursuant to this order, the plaintiffs
          in these cases filed a consolidated and amended  complaint on November
          8, 1999.  On December  22, 1999,  the general  partners and CNL Group,
          Inc.  filed motions to dismiss and motions to strike.  On December 28,
          1999,  APF and CNL Fund Advisors,  Inc.  filed motions to dismiss.  On
          March 6, 2000,  all of the  defendants  filed a Joint Notice of Filing
          Form 8-K Reports and Suggestion of Mootness.

          On April 25, 2000,  Judge Kirkwood issued a Stipulated  Final Order of
          Dismissal  of  Consolidated  Action,  dismissing  the  action  without
          prejudice, with each party to bear its own costs and attorneys' fees.

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.)

                   27   Financial Data Schedule (Filed herewith.)

          (b)      Reports on Form 8-K

                   No reports on Form 8-K were filed  during the  quarter  ended
                   June 30, 2000.


<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 11th day of August, 2000

                                  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)