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, 1998

                                       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           (I.R.S. Employer
of incorporation or organiza-          Identification No.)
tion)


400 E. South Street
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                  5-9

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and
             Results of Operations                           10-15


Part II

  Other Information                                           16


<PAGE>



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


                                           June 30,              December 31,
            ASSETS                           1998                    1997
                                          -----------            -----------

Land and buildings on operating
  leases less accumulated
  depreciation and allowance for
  loss on land and building               $10,517,431            $12,421,143
Net investment in direct financing
  leases                                    2,253,064              2,277,481
Investment in joint ventures                1,967,263              1,558,709
Mortgage notes receivable, less
  deferred gain of $321,374
  and $323,157                              1,746,486              1,758,167
Cash and cash equivalents                     834,459              1,361,290
Receivables, less allowance for
  doubtful accounts of $169,214
  and $137,892                                 61,118                108,261
Prepaid expenses                               10,450                  9,307
Accrued rental income                         204,015                169,726
Other assets                                   54,346                 54,346
                                          -----------            -----------

                                          $17,648,632            $19,718,430
                                          ===========            ===========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                          $     1,381            $    24,229
Accrued construction costs payable                 -                 125,000
Accrued real estate taxes payable               6,884                 93,392
Distributions payable                         500,000                575,000
Due to related parties                        219,747                143,867
Rents paid in advance                          24,037                 13,479
                                          -----------            -----------
    Total liabilities                         752,049                974,967

Minority interest                             213,479                222,929

Partners' capital                          16,683,104             18,520,534
                                          -----------            -----------

                                          $17,648,632            $19,718,430
                                          ===========            ===========










            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                       Six Months Ended
                                                             June 30,                            June 30,
                                                     1998           1997                1998             1997
                                                  ---------       ---------          ----------       -------
<S> <C>
Revenues:
  Rental income from
    operating leases                              $ 285,286       $ 341,272          $  611,506       $  750,651
  Earned income from direct
    financing leases                                 42,802          38,995             102,343           84,467
  Interest and other income                          72,498          67,234             164,856          134,151
                                                  ---------       ---------          ----------       ----------
                                                    400,586         447,501             878,705          969,269
                                                  ---------       ---------          ----------       ----------

Expenses:
  General operating and
    administrative                                   38,763          38,406              77,317           76,549
  Bad debt expense                                    5,882           9,007               5,882            9,007
  Professional services                               6,061           7,515              10,079           12,829
  Real estate taxes                                   9,756           2,311              16,420           21,522
  State and other taxes                               1,911             168               9,658           11,897
  Depreciation                                       62,771          83,225             129,977          166,800
                                                  ---------       ---------          ----------       ----------
                                                    125,144         140,632             249,333          298,604
                                                  ---------       ---------          ----------       ----------

Income Before Minority
  Interest in Loss of Con-
  solidated Joint Venture,
  Equity in Earnings of
  Unconsolidated Joint
  Ventures, Gain on Sale of
  Land and Buildings and
  Provision for Loss on Land
  and Building                                      275,442         306,869             629,372          670,665

Minority Interest in Loss of
  Consolidated Joint Venture                          4,033           4,582               9,450           10,032

Equity in Earnings of Uncon-
  solidated Joint Ventures                           36,882          11,382              72,103           22,405

Gain on Sale of Land and
  Buildings                                             992         102,248             442,605          102,494

Provision for Loss on Land
  and Building                                     (152,633)       (142,990)           (152,633)        (142,990)
                                                  ---------       ---------          ----------       ----------

Net Income                                        $ 164,716       $ 282,091          $1,000,897       $  662,606
                                                  =========       =========          ==========       ==========

Allocation of Net Income:
  General partners                                $    (734)      $     683          $    6,355       $    4,488
  Limited partners                                  165,450         281,408             994,542          658,118
                                                  ---------       ---------          ----------       ----------

                                                  $ 164,716       $ 282,091          $1,000,897       $  662,606
                                                  =========       =========          ==========       ==========

Net Income Per Limited
  Partner Unit                                    $    3.31       $    5.63          $    19.89       $    13.16
                                                  =========       =========          ==========       ==========

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


                                Six Months Ended             Year Ended
                                    June 30,                December 31,
                                      1998                      1997
                                ----------------            -----------

General partners:
  Beginning balance              $   493,982                $   376,173
  Contributions                           -                     106,000
  Net income                           6,355                     11,809
                                 -----------                -----------
                                     500,337                    493,982
                                 -----------                -----------

Limited partners:
  Beginning balance               18,026,552                 18,606,446
  Net income                         994,542                  1,720,106
  Distributions ($56.77 and
    $46.00 per limited partner
    unit, respectively)           (2,838,327)                (2,300,000)
                                 -----------                -----------
                                  16,182,767                 18,026,552
                                 -----------                -----------

Total partners' capital          $16,683,104                $18,520,534
                                 ===========                ===========




            See accompanying notes to condensed financial statements.

                                        3

<PAGE>



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


                                                         Six Months Ended
                                                             June 30,
                                                1998                 1997
                                            -----------           -------
Increase (Decrease) in Cash and
  Cash Equivalents:

    Net Cash Provided by Operating
      Activities                            $   812,900           $   871,846
                                            -----------           -----------

    Cash Flows from Investing
      Activities:
        Proceeds from sale of land and
          buildings                           2,125,220             1,595,051
        Additions to land and building
          on operating lease                   (125,000)                   -
        Investment in joint venture            (437,308)                   -
        Collections on mortgage notes
          receivable                             10,684                 3,622
                                            -----------           -----------
            Net cash provided by
              investing activities            1,573,596             1,598,673
                                            -----------           -----------

    Cash Flows from Financing
      Activities:
        Distributions to limited
          partners                           (2,913,327)           (1,150,000)
                                            -----------           -----------
            Net cash used in
              financing activities           (2,913,327)           (1,150,000)
                                            -----------           -----------

Net Increase (Decrease) in Cash and
  Cash Equivalents                             (526,831)            1,320,519

Cash and Cash Equivalents at
  Beginning of Period                         1,361,290               362,922
                                            -----------           -----------

Cash and Cash Equivalents at End of
  Period                                    $   834,459           $ 1,683,441
                                            ===========           ===========

Supplemental Schedule of Non-Cash
  Investing and Financing Activities:

    Deferred real estate disposition
      fees incurred and unpaid at
      end of period                         $    65,400           $        -
                                            ===========           ==========

    Distributions declared and unpaid
      at end of period                      $   500,000           $   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 Six Months Ended June 30, 1998 and 1997


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, 1998,  may not be  indicative
         of the results  that may be expected  for the year ending  December 31,
         1998.  Amounts as of  December  31,  1997,  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,
         1997.

         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 1998 presentation.  These  reclassifications
         had not effect on partners' capital or net income.

2.       Land and Buildings on Operating Leases:

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

                                                June 30,     December 31,
                                                  1998           1997

                  Land                        $ 5,226,572     $ 6,069,665
                  Buildings                     7,452,663       8,546,530
                                              -----------     -----------
                                               12,679,235      14,616,195
                  Less accumulated
                    depreciation               (1,758,477)     (1,944,358)
                                              -----------     -----------
                                               10,920,758      12,671,837
                  Less allowance for loss
                    on land and buildings       ( 403,327)       (250,694)
                                              -----------     -----------

                                              $10,517,431     $12,421,143
                                              ===========     ===========

                                        5

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
              Quarters and Six Months Ended June 30, 1998 and 1997


2.       Land and Buildings on Operating Leases - Continued:

         During the six months ended June 30,  1998,  the  Partnership  sold its
         properties in Port Orange, Florida, and Tyler, Texas to the tenants for
         a total of $2,180,000  and received net sales  proceeds of  $2,125,220,
         resulting in a total gain of $440,822 for financial reporting purposes.
         These  properties were  originally  acquired by the Partnership in 1988
         and 1989 and had costs totalling  approximately  $1,791,300,  excluding
         acquisition fees and miscellaneous acquisition expenses; therefore, the
         Partnership sold these properties for a total of approximately $333,900
         in excess of their original  purchase  prices.  In connection  with the
         sale   of  the   properties,   the   Partnership   incurred   deferred,
         subordinated, real estate disposition fees of $65,400 (see Note 5).

         As of December 31, 1997, the  Partnership  had established an allowance
         for loss on land and  buildings of $250,694,  for  financial  reporting
         purposes,  relating to the properties in Belding, Michigan and Lebanon,
         New  Hampshire.  During  the  six  months  ended  June  30,  1998,  the
         Partnership  increased  the  allowance  by $152,633 for the property in
         Belding,  Michigan. The allowances represent the difference between the
         carrying  values  of the  properties  at  June  30,  1998  and  current
         estimates of net realizable values for these properties.

3.       Investment in Joint Ventures:

         In May 1998, the  Partnership  reinvested the majority of the net sales
         proceeds  from the sale of the property in Tyler,  Texas,  in RTO Joint
         Venture,  with an  affiliate  of the  Partnership  which  has the  same
         general partners,  to construct and hold one restaurant property. As of
         June  30,  1998,  the  Partnership  and  its  co-venture   partner  had
         contributed  $437,308 and $386,096  respectively,  to purchase land and
         pay for construction relating to the joint venture. The Partnership and
         its co-venture partner have agreed to contribute approximately $317,100
         and $279,900,  respectively,  in additional  construction  costs to the
         joint venture. When construction is completed,  the Partnership expects
         to have an approximate 53 percent interest in the profits and losses of
         the joint venture.  The Partnership accounts for its investment in this
         joint  venture  under the equity  method since the  Partnership  shares
         control with an affiliate.



                                        6

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
              Quarters and Six Months Ended June 30, 1998 and 1997


3.       Investment in Joint Ventures - Continued:

         The following presents the combined,  condensed  financial  information
         for all of the  Partnership's  joint  ventures and  properties  held as
         tenants-in-common at:

                                                 June 30,    December 31,
                                                   1998          1997
                  Land and buildings on
                    operating leases, less
                    accumulated depreciation    $5,051,963     $4,277,972
                  Cash                               7,352         24,994
                  Receivables                        3,930          4,417
                  Prepaid expenses                     513            270
                  Accrued rental income             85,614         68,819
                  Liabilities                       14,603          1,250
                  Partners' capital              5,134,769      4,375,222
                  Revenues                         249,511        151,242
                  Net income                       199,250        121,605

         The Partnership recognized income totalling $72,103 and $22,405 for the
         six months ended June 30, 1998 and 1997, respectively, from these joint
         ventures,  $36,882 and $11,382 of which was earned  during the quarters
         ended June 30, 1998 and 1997, respectively.

4.       Allocations and Distributions:

         Generally, all net income and net losses of the Partnership,  excluding
         gains and losses from the sale of properties,  are allocated 99 percent
         to the  limited  partners  and one  percent  to the  general  partners.
         Distributions  of net  cash  flow are made 99  percent  to the  limited
         partners and one percent to the general  partners;  provided,  however,
         that the one percent of net cash flow to be  distributed to the general
         partners  is  subordinated  to receipt by the  limited  partners  of an
         aggregate,  ten percent,  cumulative,  noncompounded  annual  return on
         their adjusted capital contributions (the "10% Preferred Return").

         Generally,  net  sales  proceeds  from the sale of  properties,  to the
         extent  distributed,  will be distributed first to the limited partners
         in an  amount  sufficient  to  provide  them with  their 10%  Preferred
         Return,  plus the return of their adjusted capital  contributions.  The
         general   partners  will  then  receive,   to  the  extent   previously
         subordinated   and  unpaid,   a  one  percent  interest  in  all  prior
         distributions   of  net  cash  flow  and  a  return  of  their  capital
         contributions.  Any remaining  sales  proceeds will be  distributed  95
         percent  to the  limited  partners  and  five  percent  to the  general
         partners.

                                        7

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
              Quarters and Six Months Ended June 30, 1998 and 1997


4.       Allocations and Distributions - Continued:

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

         During the six months  ended June 30,  1998 and 1997,  the  Partnership
         declared  distributions  to the  limited  partners  of  $2,838,327  and
         $1,150,000, respectively, ($500,000 and $575,000 for the quarters ended
         June 30, 1998 and 1997,  respectively).  This represents  distributions
         for the six months  ended  June 30,  1998 and 1997 of $56.77 and $23.00
         per unit,  respectively  ($10.00  and $11.50 per unit for the  quarters
         ended June 30, 1998 and 1997, respectively).  Distributions for the six
         months  ended  June 30,  1998,  include  $1,838,327  as a result of the
         distribution  of net sales  proceeds from the sale of the properties in
         Tampa and Port  Orange,  Florida.  This amount was  applied  toward the
         limited partners' 10% Preferred Return. No distributions have been made
         to the general partners to date.

5.       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. 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.  For the six months
         ended June 30,  1998,  the  Partnership  incurred  $65,400 in deferred,
         subordinated,  real estate  disposition fees as a result of the sale of
         properties  (see  Note  2).  No  deferred,  subordinated,  real  estate
         disposition fees were incurred for the six months ended June 30, 1997.



                                        8

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
              Quarters and Six Months Ended June 30, 1998 and 1997


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,  earned and interest income (including the
         Partnership's  share of total  rental  and  earned  income  from  joint
         ventures and the properties  held as  tenants-in-common),  for at least
         one of the six months ended June 30:

                                                       1998            1997
                                                     --------        ------

                  Golden Corral Corporation          $ 97,756         $97,756
                  Slaymaker Group, Inc.                92,735              -
                  Shoney's, Inc.                       69,487         130,293
                  Tampa Foods, L.P.                    47,339          89,601
                  London Development Corporation           -           89,480

         In addition,  the following schedule presents total rental,  earned and
         interest income from individual  restaurant  chains,  each representing
         more than ten percent of the Partnership's total rental,  earned income
         and interest  income from its properties  (including the  Partnership's
         share of total  rental and earned  income from joint  ventures  and the
         properties held as  tenants-in-common)  and mortgage notes for at least
         one of the six months ended June 30:
                                                    1998            1997
                                                  --------        ------
                  Golden Corral Family
                    Steakhouse Restaurants        $ 97,756        $ 97,756
                  Tony Roma's Famous for Ribs       92,735              -
                  Wendy's Old Fashioned
                    Hamburger Restaurants           86,336         129,597
                  Denny's                           74,256         153,339
                  Perkins                           25,961          89,480

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of  restaurant  concepts,  default by any one of these  lessees
         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.



                                        9

<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 June 30,
1998,  the  Partnership  owned  25  Properties,   including  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.

Liquidity and Capital Resources

         During the six months  ended June 30,  1998 and 1997,  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) of $812,900 and $871,846,  respectively. The decrease in
cash from  operations  for the six months  ended June 30,  1998,  is primarily a
result of changes in the Partnership's working capital.

         Other sources and uses of capital included the following during the six
months ended June 30, 1998.

         In July 1997, the Partnership entered into a new lease for the Property
in Connersville, Indiana, with a new tenant to operate the Property as an Arby's
restaurant. In connection therewith,  during the six months ended June 30, 1998,
the Partnership paid $125,000 in renovation  costs,  which had been incurred and
accrued as construction costs payable at December 31, 1997.

         During the six months ended June 30,  1998,  the  Partnership  sold its
Properties in Port Orange,  Florida, and Tyler, Texas to the tenants for a total
of  $2,180,000  and received net sales  proceeds of  $2,125,220,  resulting in a
total gain of $440,822 for financial reporting  purposes.  These Properties were
originally  acquired by the Partnership in 1988 and 1989 and had costs totalling
approximately   $1,791,300,   excluding   acquisition  fees  and   miscellaneous
acquisition  expenses;  therefore,  the  Partnership  sold  the  Properties  for
approximately   $333,900  in  excess  of  their  original  purchase  prices.  In
connection with the sales, the Partnership incurred deferred, subordinated, real
estate disposition fees of $65,400.  The Partnership  distributed  $1,838,327 of
the net sales  proceeds from the 1997 and 1998 sales of the  Properties in Tampa
and Port Orange, Florida, respectively, as a


                                       10

<PAGE>



Liquidity and Capital Resources - Continued

special  distribution  to the limited  partners.  In addition,  in May 1998, the
Partnership  reinvested the remainder of the net sales proceeds from the sale of
the Property in Tyler, Texas in a joint venture  arrangement as described below.
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 of the
Properties in Port Orange,  Florida and Tyler,  Texas.  The Partnership will use
the  remaining  net  sales  proceeds  to fund  additional  amounts  to RTO Joint
Venture,  as described below, and to meet the Partnership's  working capital and
other needs.

         As  described  above,  in May  1998,  the  Partnership  reinvested  the
majority of the net sales proceeds from the sale of the Property in Tyler, Texas
in RTO Joint Venture,  with an affiliate of the  Partnership  which has the same
general partners,  to construct and hold one restaurant Property. As of June 30,
1998, the  Partnership and its co-venture  partner had contributed  $437,308 and
$386,096,  respectively,  to purchase land and pay for construction  relating to
the joint venture.  The  Partnership  and its co-venture  partner have agreed to
contribute  approximately $317,100 and $279,900,  respectively,  in construction
costs to the joint venture.  When  construction  is completed,  the  Partnership
expects to have an approximate 53 percent  interest in the profits and losses of
the joint venture.

         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 June 30, 1998, the  Partnership had $834,459
invested in such  short-term  investments  as compared to $1,361,290 at December
31, 1997. The decrease in cash and cash equivalents is primarily attributable to
the fact that the Partnership used amounts held at December 31, 1997 relating to
the net sales  proceeds  received  from the 1997 sale of the  Property in Tampa,
Florida,  to make  distributions to limited partners during the six months ended
June  30,  1998.  The  funds  remaining  at June 30,  1998,  will be used to pay
distributions and other liabilities.

         Total liabilities of the Partnership  decreased to $752,049 at June 30,
1998,  from  $974,967  at  December  31,  1997,  partially  due to a decrease in
construction  costs  payable  as a result of the  payment  during the six months
ended June 30, 1998, of  construction  costs  accrued at December 31, 1997,  for
renovation costs relating to the Partnership's Property located in Connorsville,
Indiana,  as described  above.  The decrease in  liabilities  is also  partially
attributable to a decrease in  distributions  payable to the limited partners at
June 30, 1998 as compared to December 31,  1997.  The general  partners  believe
that the  Partnership  has sufficient  cash on hand to meet its current  working
capital needs.



                                       11

<PAGE>



Liquidity and Capital Resources - Continued

         Based on current and anticipated  future cash from operations,  and for
the six  months  ended  June 30,  1998,  proceeds  received  from  the  sales of
Properties,  the  Partnership  declared  distributions  to limited  partners  of
$2,838,327  and  $1,150,000  for the six months  ended  June 30,  1998 and 1997,
respectively  ($500,000  and $575,000  for the quarters  ended June 30, 1998 and
1997, respectively). This represents distributions for the six months ended June
30, 1998 and 1997 of $56.77 and $23.00 per unit, respectively ($10.00 and $11.50
per  unit  for the  quarters  ended  June  30,  1998  and  1997,  respectively).
Distributions  for the six months ended June 30, 1998,  include  $1,838,327 as a
result of the distribution of net sales proceeds from the sale of Properties, as
described above. This special distribution was effectively a return of a portion
of  the  limited  partners'   investment,   although,  in  accordance  with  the
Partnership agreement,  it was applied to the limited partners' unpaid preferred
return.  As a result  of the sale of the  Properties,  the  Partnership's  total
revenue was reduced, while the majority of the Partnership's  operating expenses
remained fixed. Therefore,  distributions of net cash flow were adjusted for the
quarter and six months ended June 30, 1998.  No  distributions  were made to the
general  partners  for the quarters and six months ended June 30, 1998 and 1997.
No amounts distributed to the limited partners for the six months ended June 30,
1998 and 1997,  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.

         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.

Results of Operations

         During the six months  ended June 30,  1997,  the  Partnership  and its
consolidated  joint venture,  CNL/Longacre  Joint  Venture,  owned and leased 26
wholly owned  Properties  (including six Properties which were sold during 1997)
and during the six months ended June 30, 1998, the Partnership and  CNL/Longacre
Joint  Venture  owned and  leased  22 wholly  owned  Properties  (including  two
Properties sold in 1998) to operators of fast-food and  family-style  restaurant
chains. In connection  therewith,  during the six months ended June 30, 1998 and
1997,  the  Partnership  and  CNL/Longacre  Joint  Venture  earned  $713,849 and
$835,118, respectively, in rental income from operating leases and earned income
from direct financing leases,

                                       12

<PAGE>



Results of Operations - Continued

$328,088  and $380,267 of which was earned  during the  quarters  ended June 30,
1998 and 1997,  respectively.  Rental and earned income decreased  approximately
$159,200  and  $321,700  during the quarter and six months  ended June 30, 1998,
respectively,  as compared to the quarter and six months ended June 30, 1997, as
a result of the sales of Properties during 1997 and 1998.

         The decrease in rental  income was  partially  offset by an increase of
approximately  $81,200 and $162,400 during the quarter and six months ended June
30,  1998,  respectively,  due to the  reinvestment  of a  portion  of net sales
proceeds  from the 1997 sales of two  Properties  in  Houston,  Texas and Sandy,
Utah, in January 1998 and February  1998,  respectively.  The decrease in rental
income was also  partially  offset by an increase of  approximately  $33,000 and
$44,300 during the quarter and six months ended June 30, 1998,  respectively due
to re-leasing  the Property in  Connorsville,  Indiana to a new tenant with rent
commencing in November  1997. No rental income was  recognized  relating to this
Property during the six months ended June 30, 1997 due to financial difficulties
the former tenant was experiencing.

         Rental and earned  income during the six months ended June 30, 1998 and
1997,  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.  The  general  partners  are
currently seeking purchasers or replacement tenants for these Properties. Rental
and earned  income are expected to remain at reduced  amounts until such time as
the  Partnership  locates a purchaser for the  Properties or executes new leases
for the Properties in Belding, Michigan and Lebanon, New Hampshire.

         During the six months ended June 30, 1997,  the  Partnership  owned and
leased two  Properties  indirectly  through  other joint  venture  arrangements.
During the six months ended June 30, 1998, the Partnership  owned and leased two
Properties as  tenants-in-common  with  affiliates  of the general  partners and
three Properties  indirectly through joint venture  arrangements.  In connection
therewith,  during the six months ended June 30, 1998 and 1997, the  Partnership
earned $72,103 and $22,405,  respectively,  attributable to net income earned by
unconsolidated joint ventures in which the Partnership is a co-venturer, $36,882
and $11,382 of which were  earned  during the  quarters  ended June 30, 1998 and
1997,  respectively.  The increase in net income earned by these joint  ventures
during the  quarter  and six months  ended June 30,  1998,  as  compared  to the
quarter and six months ended June 30, 1997,  is  primarily  attributable  to the
fact that subsequent to June 30, 1997, the  Partnership  reinvested a portion of
the net sales  proceeds  it  received  from the 1997 and 1998  sales of  several
Properties in two Properties in Mesa,  Arizona and Vancouver,  Washington,  with
affiliates of the general partners as tenants-in-common and acquired an interest
in RTO Joint  Venture with an affiliate  of the  Partnership  which has the same
general partners, as described above in "Liquidity and Capital Resources."

                                       13

<PAGE>



Results of Operations - Continued

         During at least one of the six  months  ended  June 30,  1998 and 1997,
five lessees of the Partnership and its  consolidated  joint venture,  Slaymaker
Group,  Inc., Golden Corral  Corporation,  Shoney's,  Inc.,  London  Development
Corporation 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, the Partnership's share of the rental
income from three Properties owned by unconsolidated joint ventures in which the
Partnership  is a  co-venturer  and two  Properties  owned  with  affiliates  as
tenants-in-common).  As of June 30, 1998,  Slaymaker Group,  Inc. was the lessee
under a lease  relating to one  restaurant,  Golden Corral  Corporation  was the
lessee  under the leases  relating to two  restaurants,  Shoney's,  Inc. was the
lessee under the leases relating to four restaurants,  Tampa Foods, L.P. was the
lessee  under the leases  relating  to two  restaurants  and London  Development
Corporation was the lessee under the leases  relating to one  restaurant.  It is
anticipated  that based on the minimum rental  payments  required by the leases,
Slaymaker  Group,  Inc.  and Golden  Corral  Corporation  each will  continue to
contribute more than ten percent of the Partnership's total rental income during
the remainder of 1998 and subsequent years. In addition,  during at least one of
the six months ended June 30, 1998 and 1997, five restaurant chains, Wendy's Old
Fashioned  Hamburger  Restaurants  ("Wendy's"),  Golden Corral Family Steakhouse
Restaurants ("Golden Corral"),  Denny's, Perkins and Tony Roma's Famous for Ribs
Restaurant  ("Tony  Roma's"),  each  accounted  for more than ten percent of the
Partnership's  total rental income. It is anticipated that, based on the minimum
rental payments required by the leases,  Wendy's,  Golden Corral and Tony Roma's
each will  continue to  contribute  more than ten  percent of the  Partnership's
total rental  income  during the  remainder of 1998 and  subsequent  years.  Any
failure of these  lessees  or  restaurant  chains  could  materially  affect the
Partnership's income.

         Operating expenses,  including  depreciation expense, were $249,333 and
$298,604 for the six months ended June 30, 1998 and 1997, respectively, of which
$125,144 and  $140,632  were  incurred for the quarters  ended June 30, 1998 and
1997,  respectively.  The decrease in operating  expenses during the quarter and
six months ended June 30, 1998,  as compared to the quarter and six months ended
June 30, 1997, was primarily  attributable to a decrease in depreciation expense
due to the sales of several Properties during 1997 and 1998.

         Due to the  tenants  defaulting  during  1995  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  the  Properties  are sold or leased to new
tenants.





                                       14

<PAGE>



Results of Operations - Continued

         As a result  of the  sale of the  Properties  in  Myrtle  Beach,  South
Carolina and St. Cloud,  Florida in August 1995 and October 1996,  respectively,
and  recording  the gains  from such sales  using the  installment  method,  the
Partnership  recognized  gains for  financial  reporting  purposes of $1,783 and
$499, during the six months ended June 30, 1998 and 1997, respectively, $992 and
$253 of which were recognized  during the quarters ended June 30, 1998 and 1997,
respectively.

         As a result of the sales of two Properties  during the six months ended
June 30, 1998, as described  above in  "Liquidity  and Capital  Resources,"  the
Partnership recognized total gains of $440,822 for financial reporting purposes.
As a result of the sale of one Property  during the quarter and six months ended
June 30, 1997,  the  Partnership  recognized  a gain of $101,995  for  financial
reporting purposes.

         During the quarter and six months ended June 30, 1997, the  Partnership
recorded an allowance  for loss on land and  building of $142,990 for  financial
reporting  purposes,  relating to the  Property in Richmond,  Indiana.  The loss
represented  the difference  between the  Property's  carrying value at June 30,
1997 and the estimated net realizable  value based on the estimated  sales price
of this Property.  This Property was sold in November 1997. In addition,  during
the quarter and six months ended June 30, 1998, the  Partnership  established an
allowance  for loss on land and  building of $152,633  for  financial  reporting
purposes relating to the Property in Belding,  Michigan. The loss represents the
difference  between  the  Property's  carrying  value at June  30,  1998 and the
current estimate of net realizable value at June 30, 1998.



                                       15

<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 June 30, 1998.

                                       16

<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 4th day of August, 1998.


                             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)