FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For the quarterly period ended                   March 31, 1999
                               -------------------------------------------------

                                       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.)


400 East South Street
Orlando, Florida                                            32801
------------------------------------------     ---------------------------------
  (Address of principal executive offices)                (Zip Code)


Registrant's telephone number
(including area code)                                    (407) 650-1000
                                               ---------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________





<PAGE>


                                    CONTENTS





Part I                                                                   Page
                                                                         ----
   Item 1.    Financial Statements:

                  Condensed Balance Sheets                                1

                  Condensed Statements of Income                          2

                  Condensed Statements of Partners' Capital               3

                  Condensed Statements of Cash Flows                      4

                  Notes to Condensed Financial Statements                 5-8

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

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                             16

Part II

   Other Information                                                      17-18




<PAGE>




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

<TABLE>
<CAPTION>
<S> <C>

                                                                             March 31,               December 31,
                                                                               1999                      1998
                                                                         ------------------       -------------------
                               ASSETS

   Landand  buildings on operating  leases,  less
       accumulated  depreciation  of
       $1,819,239 and $1,895,755 and allowance for
       loss on land and buildings of $653,851
       in 1999 and 1998                                                        $ 9,695,760              $ 10,660,128
   Net investment in direct financing leases                                     1,699,719                 1,708,966
   Investment in joint ventures                                                  2,277,228                 2,282,012
   Mortgage notes receivable, less deferred gain                                 1,649,736                 1,748,060
   Cash and cash equivalents                                                     1,764,502                   352,648
   Receivables, less allowance for doubtful accounts
       of $141,505 in 1999 and 1998                                                 29,299                    87,490
   Prepaid expenses                                                                  7,626                     1,872
   Accrued rental income                                                           254,992                   239,963
   Other assets                                                                     54,346                    54,346
                                                                         ------------------       -------------------

                                                                              $ 17,433,208              $ 17,135,485
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                             $   32,014                $    7,546
   Accrued and escrowed real estate taxes payable                                   12,903                    10,361
   Distributions payable                                                           500,000                   500,000
   Due to related parties                                                          268,812                   228,448
   Rents paid in advance                                                            37,775                     6,112
                                                                         ------------------       -------------------
       Total liabilities                                                           851,504                   752,467

   Commitment (Note 6)

   Minority interest                                                               151,531                   155,916

   Partners' capital                                                            16,430,173                16,227,102
                                                                         ------------------       -------------------

                                                                              $ 17,433,208              $ 17,135,485
                                                                         ==================       ===================


           See accompanying notes to condensed financial statements.

<PAGE>


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

                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                1999              1998
                                                                           ---------------    --------------
Revenues:
    Rental income from operating leases                                         $ 284,961         $ 300,322
    Earned income from direct financing leases                                     45,883            59,541
    Contingent rental income                                                        8,087            25,898
    Interest and other income                                                      58,654            92,358
                                                                           ---------------    --------------
                                                                                  397,585           478,119
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           36,114            38,554
    Professional services                                                           5,392             4,018
    Real estate taxes                                                               7,805             6,664
    State and other taxes                                                           5,957             7,747
    Depreciation                                                                   64,112            67,206
    Transaction costs                                                              31,470                --
                                                                           ---------------    --------------
                                                                                  150,850           124,189
                                                                           ---------------    --------------

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                                                    246,735           353,930

Minority Interest in Loss of Consolidated Joint Venture                             4,385             5,417

Equity in Earnings of Unconsolidated Joint Ventures                                56,838            35,221

Gain on Sale of Land and Buildings                                                395,113           441,613
                                                                           ---------------    --------------

Net Income                                                                      $ 703,071         $ 836,181
                                                                           ===============    ==============

Allocation of Net Income:
    General partners                                                            $   5,435         $   7,089
    Limited partners                                                              697,636           829,092
                                                                           ---------------    --------------

                                                                                $ 703,071         $ 836,181
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                             $   13.95         $   16.58
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                              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


                                                                       Quarter Ended           Year Ended
                                                                         March 31,            December 31,
                                                                           1999                   1998
                                                                     ------------------     -----------------

General partners:
    Beginning balance                                                      $   503,730            $  493,982
    Net income                                                                   5,435                 9,748
                                                                     ------------------     -----------------
                                                                               509,165               503,730
                                                                     ------------------     -----------------
Limited partners:
    Beginning balance                                                       15,723,372            18,026,552
    Net income                                                                 697,636             1,535,147
    Distributions ($10.00 and $76.77 per
       limited partner unit, respectively)                                    (500,000 )          (3,838,327 )
                                                                     ------------------     -----------------
                                                                            15,921,008            15,723,372
                                                                     ------------------     -----------------

Total partners' capital                                                   $ 16,430,173          $ 16,227,102
                                                                     ==================     =================



           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                  1999               1998
                                                                              --------------    ---------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                     $ 520,276          $ 460,505
                                                                              --------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                   1,113,759          2,125,220
       Additions to land and building on operating lease                                 --           (125,000 )
       Collections on mortgage note receivable                                      277,819              4,788
                                                                              --------------    ---------------
          Net cash provided by investing activities                               1,391,578          2,005,008
                                                                              --------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                           (500,000 )         (575,000 )
                                                                              --------------    ---------------
          Net cash used in financing activities                                    (500,000 )         (575,000 )
                                                                              --------------    ---------------

Net Increase in Cash and Cash Equivalents                                         1,411,854          1,890,513

Cash and Cash Equivalents at Beginning of Quarter                                   352,648          1,361,290
                                                                              --------------    ---------------

Cash and Cash Equivalents at End of Quarter                                      $1,764,502         $3,251,803
                                                                              ==============    ===============

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

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

       Distributions declared and unpaid at end of
          quarter                                                                 $ 500,000         $2,338,327
                                                                              ==============    ===============


           See accompanying notes to condensed financial statements.

</TABLE>

<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of management,  necessary to a fair statement
         of the results for the interim periods presented. Operating results for
         the quarter ended March 31, 1999,  may not be indicative of the results
         that may be expected for the year ending December 31, 1999.  Amounts as
         of December 31, 1998, 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,
         1998.

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

2.       Land and Buildings on Operating Leases:

         During the  quarter  ended March 31,  1999,  the  Partnership  sold its
         properties in Endicott and Ithaca,  New York, to the tenant for a total
         of $1,125,000 and received net sales  proceeds of $1,113,759  resulting
         in a total gain of $213,503 for  financial  reporting  purposes.  These
         properties were originally acquired by the Partnership in December 1989
         and had costs totaling  approximately  $942,600,  excluding acquisition
         fees and miscellaneous acquisition expenses; therefore, the Partnership
         sold these properties for a total of  approximately  $171,200 in excess
         of their original purchase prices.

3.       Mortgage Notes Receivable:

         As of December 31, 1998,  the  Partnership  had accepted two promissory
         notes in connection with the sale of two of its properties.  During the
         quarter ended March 31, 1999,  the borrower  relating to the promissory
         note accepted in connection with the sale of the property in St. Cloud,
         Florida, made an advance payment of principal in the amount of $272,500
         which was applied to the outstanding principal balance relating to this
         promissory  note. As a result of the advance payment of principal,  the
         Partnership  recognized the remaining gain of $181,610 relating to this
         property,   in  accordance  with  Statement  of  Financial   Accounting
         Standards No. 66, "Accounting for Sales of Real Estate."


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


4.       Merger Transaction:

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
         of Merger with CNL American Properties Fund, Inc. ("APF"),  pursuant to
         which the Partnership would be merged with and into a subsidiary of APF
         (the  "Merger").  As  consideration  for the Merger,  APF has agreed to
         issue 2,049,031  shares of its common stock,  par value $0.01 per share
         (the "APF  Shares")  which,  for the  purposes  of  valuing  the merger
         consideration,  have been  valued by APF at $10.00 per APF  Share,  the
         price paid by APF investors in three  previous  public  offerings,  the
         most recent of which was completed in December 1998. In order to assist
         the general  partners in evaluating the proposed merger  consideration,
         the  general  partners  retained  Valuation  Associates,  a  nationally
         recognized real estate  appraisal  firm, to appraise the  Partnership's
         restaurant   property   portfolio.   Based  on  Valuation   Associates'
         appraisal,  the Partnership's  property portfolio and other assets were
         valued on a going  concern  basis  (meaning the  Partnership  continues
         unchanged)  at  $20,212,956  as of December 31,  1998.  Legg Mason Wood
         Walker, Incorporated has rendered a fairness opinion that the APF Share
         consideration,  payable  by  APF,  is fair  to the  Partnership  from a
         financial  point of view.  The APF Shares are expected to be listed for
         trading  on  the  New  York  Stock  Exchange   concurrently   with  the
         consummation of the Merger, and, therefore, would be freely tradable at
         the option of the former limited partners.  At a special meeting of the
         partners  that is  expected  to be held in the third  quarter  of 1999,
         limited  partners  holding  in  excess  of  50%  of  the  Partnership's
         outstanding limited partnership interests must approve the Merger prior
         to  consummation  of the  transaction.  If the limited  partners at the
         special  meeting  approve the Merger,  APF will own the  properties and
         other  assets  of the  Partnership.  The  general  partners  intend  to
         recommend  that the  limited  partners of the  Partnership  approve the
         Merger. In connection with their  recommendation,  the general partners
         will  solicit  the  consent  of the  limited  partners  at the  special
         meeting.  If the limited  partners  reject the Merger,  the Partnership
         will  bear  the  portion  of  the  transaction  costs  based  upon  the
         percentage  of "For"  votes  and the  general  partners  will  bear the
         portion  of  such  transaction  costs  based  upon  the  percentage  of
         "Against" votes and abstentions.

         On May 5,  1999,  four  limited  partners  in several of the CNL Income
         Funds  filed  a  lawsuit  against  the  general  partners  and  APF  in
         connection  with  the  proposed  Merger  (see  Part II - Item 1.  Legal
         Proceedings).  The general partners and APF believe that the lawsuit is
         without  merit and  intend to defend  vigorously  against  the  claims.
         Because the lawsuit was so recently  filed,  it is premature to further
         comment on the lawsuit at this time.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


5.       Concentration of Credit Risk:

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

                                                      1999            1998
                                                  ------------    -------------

                  Golden Corral Corporation         $48,878            N/A
                  Slaymaker Group, Inc.              46,131            N/A

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

                                                  1999               1998
                                              --------------     -------------

                  Golden Corral                     $48,878            $  N/A
                  Tony Roma's                        46,131               N/A
                  Denny's                               N/A            50,175

         The information denoted by N/A indicates that for the applicable period
         presented,  the  tenant and the chain did not  represent  more than ten
         percent  of  the  Partnership's  total  rental,  earned,  and  mortgage
         interest income.

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains, could significantly impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.

6.       Commitment:

         During the quarter ended March 31, 1999,  Halls Joint Venture (in which
         the Partnership  owns a 48.9% interest)  entered into an agreement with
         the tenant to sell the property owned by the joint venture. The general
         partners  believe that the  anticipated  sale price will exceed the net
         carrying  value of the property.  As of May 13, 1999,  the sale had not
         occurred.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 1999 and 1998


7.       Subsequent Event:

         In April 1999,  the  Partnership  collected the  remaining  outstanding
         balance relating to the promissory note  collateralized by the property
         in St. Cloud, Florida (see Note 3).



<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 March
31, 1999, the Partnership owned 23 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.

Liquidity and Capital Resources
-------------------------------

         During the  quarters  ended  March 31, 1999 and 1998,  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 $520,276 and $460,505 for the
quarters ended March 31, 1999 and 1998, respectively.  The increase in cash from
operations  for the  quarter  ended  March 31,  1999,  is  primarily a result of
changes in the Partnership's working capital.

         Other  sources and uses of capital  included the  following  during the
quarter ended March 31, 1999.

         During the  quarter  ended March 31,  1999,  the  Partnership  sold its
Properties  in  Endicott  and  Ithaca,  New  York to the  tenant  for a total of
$1,125,000  and received net sales  proceeds of $1,113,759  resulting in a total
gain of  $213,503  for  financial  reporting  purposes.  These  Properties  were
originally  acquired by the Partnership in December 1989 and had costs totalling
approximately $942,600, excluding acquisition fees and miscellaneous acquisition
expenses;  therefore,  the  Partnership  sold the Properties  for  approximately
$171,200 in excess of their original purchase prices. The proceeds received from
the sale of these  Properties will be used to reinvest in additional  Properties
or use for other Partnership purposes.

         As of December 31, 1998,  the  Partnership  had accepted two promissory
notes in  connection  with the sale of two of its  Properties.  During the three
months  ended March 31,  1999,  the  borrower  relating to the  promissory  note
accepted in connection with the sale of the Property in St. Cloud, Florida, made
an advance  payment of $272,500 which was applied to the  outstanding  principal
balance  relating to this promissory  note. The Partnership  intends to reinvest
the $272,500 payment in an additional  Property.  In April 1999, the Partnership
collected the remaining  outstanding  balance  relating to the  promissory  note
collateralized by the Property in St. Cloud, Florida. The Partnership intends to
reinvest  the  amounts  collected  in  additional  Properties  or use for  other
Partnership purposes.


<PAGE>


Liquidity and Capital Resources - Continued
-------------------------------------------

         Currently,  rental income from the Partnership's Properties and any net
sales  proceeds  held by the  Partnership  pending  reinvestment  in  additional
Properties,  are invested in money market accounts or other  short-term,  highly
liquid  investments   pending  the  Partnership's  use  of  such  funds  to  pay
Partnership  expenses,  to make distributions to the partners and, for net sales
proceeds,  to  reinvest  in  additional  Properties.  At  March  31,  1999,  the
Partnership had $1,764,502 invested in such short-term investments,  as compared
to $352,648 at December 31, 1998. The increase in cash and cash  equivalents for
the quarter  ended March 31, 1999, is primarily  attributable  to the receipt of
net sales  proceeds  relating to the sales of the  Properties  in  Endicott  and
Ithaca,  New York, as described  above.  The funds  remaining at March 31, 1999,
will be used towards the  reinvestment  of net sales  proceeds in a  replacement
Property, payment of distributions and other liabilities.

         Total liabilities of the Partnership increased to $851,504 at March 31,
1999,  from  $752,467 at December 31,  1998,  partially  due to the  Partnership
accruing  transaction  costs  relating to the proposed  Merger with CNL American
Properties Fund, Inc.  ("APF"),  as described below. The increase in liabilities
is also  partially a result of an increase in rents paid in advance at March 31,
1999, as compared to December 31, 1998 and an increase in amounts due to related
parties.  Liabilities at March 31, 1999, to the extent they exceed cash and cash
equivalents at March 31, 1999  (excluding  amounts held  representing  net sales
proceeds from the sale of Properties and collections  from the advanced  payment
under the promissory  note, as described  above),  will be paid from future cash
from  operations,  or in the event the general  partners  elect to make  capital
contributions, from future general partner contributions.

         During the quarter ended March 31, 1999,  Halls Joint Venture (in which
the Partnership owns a 48.9% interest) entered into an agreement with the tenant
to sell the Property owned by the joint venture.  The general  partners  believe
that the  anticipated  sale price  will  exceed  the net  carrying  value of the
Property. As of May 13, 1999, the sale had not occurred.

         Based on current and anticipated  future cash from operations,  and for
the  quarter  ended  March  31,  1998,  proceeds  received  from  the  sales  of
Properties,  the Partnership  declared  distributions to the limited partners of
$500,000  and  $2,338,327  for the  quarters  ended  March  31,  1999 and  1998,
respectively.  This  represents  distributions  for the quarters ended March 31,
1999 and 1998 of $10.00 and $46.77 per unit, respectively. Distributions for the
quarter  ended  March  31,  1998,   included  $1,838,327  as  a  result  of  the
distribution  of net sales  proceeds from the sale of  Properties,  as described
above.  The reduced  number of  Properties  for which the  Partnership  receives
rental  payments,  as well as  ongoing  operations,  reduced  the  Partnership's
revenues  in 1998 and is  expected  to  reduce  the  Partnership's  revenues  in
subsequent years. The decrease in Partnership  revenues,  combined with the fact
that a significant  portion of the  Partnership's  expenses are fixed in nature,
resulted  in a  decrease  in cash  distributions  to the  limited  partners.  No
distributions were made to the general partners for the quarters ended March 31,
1999 and 1998. No amounts  distributed to the limited  partners for the quarters
ended March 31, 1999 and 1998,  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.



<PAGE>


Liquidity and Capital Resources - Continued
-------------------------------------------

         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.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with APF,  pursuant to which the Partnership  would be merged with and
into a subsidiary of APF (the "Merger").  APF is a real estate  investment trust
whose primary  business is the ownership of  restaurant  properties  leased on a
long-term,  "triple-net" basis to operators of national and regional  restaurant
chains.  APF has agreed to issue shares of its common stock, par value $0.01 per
share (the "APF Shares"),  as  consideration  for the Merger.  APF has agreed to
issue  2,049,031  APF Shares  which,  for the  purposes  of  valuing  the merger
consideration,  have been valued by APF at $10.00 per APF Share,  the price paid
by APF investors in three previous  public  offerings,  the most recent of which
was  completed  in December  1998.  In order to assist the  general  partners in
evaluating the proposed  merger  consideration,  the general  partners  retained
Valuation  Associates,  a nationally  recognized real estate  appraisal firm, to
appraise the Partnership's  restaurant  property  portfolio.  Based on Valuation
Associates'  appraisal,  the Partnership's  property  portfolio and other assets
were  valued  on a  going  concern  basis  (meaning  the  Partnership  continues
unchanged)  at  $20,212,956  as of December  31,  1998.  Legg Mason Wood Walker,
Incorporated has rendered a fairness  opinion that the APF Share  consideration,
payable by APF, is fair to the  Partnership  from a financial point of view. The
APF Shares are expected to be listed for trading on the New York Stock  Exchange
concurrently with the consummation of the Merger, and therefore, would be freely
tradable at the option of the former limited  partners.  At a special meeting of
the partners that is expected to be held in the third  quarter of 1999,  limited
partners  holding  in excess  of 50% of the  Partnership's  outstanding  limited
partnership  interests  must  approve the Merger  prior to  consummation  of the
transaction.  If the limited partners at the special meeting approve the Merger,
APF will own the  Properties  and other assets of the  Partnership.  The general
partners  intend to  recommend  that the  limited  partners  of the  Partnership
approve  the  Merger.  In  connection  with their  recommendation,  the  general
partners  will  solicit  the  consent of the  limited  partners  at the  special
meeting.  If the limited  partners reject the Merger,  the Partnership will bear
the portion of  transaction  costs based upon the  percentage of "For" votes and
the general partners will bear the portion of such transaction  costs based upon
the percentage of "Against" votes and abstentions.

         On May 5,  1999,  four  limited  partners  in several of the CNL Income
Funds filed a lawsuit  against the general  partners and APF in connection  with
the  proposed  Merger  (see Part II - Item 1. Legal  Proceedings).  The  general
partners and APF believe that the lawsuit is without  merit and intend to defend
vigorously against the claims.  Because the lawsuit was so recently filed, it is
premature to further comment on the lawsuit at this time.


<PAGE>


Results of Operations
---------------------

         During the  quarter  ended  March 31,  1998,  the  Partnership  and its
consolidated  joint venture,  CNL/Longacre  Joint  Venture,  owned and leased 22
wholly owned  Properties  (which included two Properties  which were sold during
1998),  and during  the  quarter  ended  March 31,  1999,  the  Partnership  and
CNL/Longacre  Joint Venture owned and leased 20 wholly owned  Properties  (which
included  two  Properties  which  were  sold in March  1999),  to  operators  of
fast-food and family-style  restaurant chains. In connection  therewith,  during
the quarters ended March 31, 1999 and 1998,  the  Partnership  and  CNL/Longacre
Joint Venture earned $330,844 and $359,863,  respectively, in rental income from
operating  leases and earned  income from direct  financing  leases.  Rental and
earned income decreased by approximately  $20,000 during the quarter ended March
31, 1999,  as compared to the quarter  ended March 31, 1998,  as a result of the
sales of the Properties in Port Orange, Florida and Tyler, Texas during 1998.

         Rental and earned income also decreased  during the quarter ended March
31,  1999 as compared to the quarter  ended  March 31,  1998,  by  approximately
$13,000 due to the fact that, in August 1998,  the  Partnership  terminated  the
lease with the tenant of the  Property in  Daleville,  Indiana due to  financial
difficulties the tenant is experiencing.  The Partnership is currently seeking a
new tenant or purchaser for this Property.  The  Partnership  will not recognize
any rental income  relating to this Property until such time as the  Partnership
executes a new lease or until the  Property is sold and the  proceeds  from such
sale are reinvested in an additional Property.

         The  decrease in rental and earned  income was  partially  offset by an
increase  of  approximately  $9,000  during the  quarter  ended  March 31,  1999
resulting  from the  Partnership  entering  into a new lease for the Property in
South Haven, Michigan as of March 31, 1998.

         Rental and earned income  during the quarters  ended March 31, 1999 and
1998,  continued  to  remain  at  reduced  amounts  due to  the  fact  that  the
Partnership  is not receiving any rental  income  relating to the  Properties in
Belding,  Michigan  and Lebanon,  New  Hampshire.  Rental and earned  income are
expected  to remain  at  reduced  amounts  until  such  time as the  Partnership
executed new leases or until the  Properties are sold and the proceeds from such
sales are reinvested in additional Properties.

         For the quarters  ended March 31, 1999 and 1998, the  Partnership  also
earned  $8,087 and $25,898,  respectively,  in  contingent  rental  income.  The
decrease in contingent rental income during the quarter ended March 31, 1999, as
compared to the quarter  ended March 31, 1998,  is partially  attributable  to a
decrease in gross sales of certain  restaurant  Properties,  the leases of which
require the payment of  contingent  rental  income.  The decrease in  contingent
rental income is also attributable to the sale of a Property, the lease of which
required the payment of contingent rental income.

         For the quarters ended March 31, 1999 and 1998, the  Partnership  owned
and leased two Properties  indirectly through joint venture arrangements and two
Properties as  tenants-in-common  with  affiliates of the general  partners.  In
addition,  during the quarter ended March 31, 1999,  the  Partnership  owned and
leased an additional Property indirectly through a joint venture arrangement. In
connection therewith, the Partnership earned $56,838 and $35,221,  respectively,
attributable to net income earned by unconsolidated  joint ventures in which the
Partnership is a


<PAGE>


Results of Operations - Continued
---------------------------------

co-venturer.  The increase in net income earned by these joint  ventures  during
the quarter  ended March 31,  1999,  as compared  March 31,  1998,  is primarily
attributable to the fact that in May 1998 the  Partnership  reinvested net sales
proceeds  from the sale of the Property in Tyler,  Texas,  in RTO Joint  Venture
with an affiliate of the general partners.

         During the quarters ended March 31, 1999 and 1998, the Partnership also
earned $58,654 and $92,358, respectively, in interest and other income. Interest
and other income was higher during the quarter  ended March 31, 1998,  partially
due to the fact that during the quarter  ended March 31, 1998,  the  Partnership
earned interest on the net sales proceeds relating to the sale of the Properties
in Tyler, Texas, and Port Orange,  Florida,  pending the reinvestment of the net
sales  proceeds  in  additional  Properties.  The  decrease  was also  partially
attributable to a reduction in the interest earned on the mortgage note accepted
in connection with the sale of the Property located in St. Cloud, Florida due to
the fact that the tenant made an advance  payment of  principal in the amount of
$272,500  during  the  quarter  ended  March 31,  1999,  as  described  above in
"Liquidity and Capital Resources."

         During the quarter  ended March 31,  1999,  Slaymaker  Group,  Inc. and
Golden Corral  Corporation,  two lessees of the Partnership and its consolidated
joint venture, each contributed more than ten percent of the Partnership's total
rental, earned, and mortgage interest income (including rental and earned income
from the Partnership's  consolidated joint venture,  the Partnership's  share of
the rental and earned  income  from  Properties  owned by  unconsolidated  joint
ventures  and  Properties  owned with  affiliates  of the  general  partners  as
tenants-in-common).  As of March 31, 1999,  Slaymaker Group, Inc. was the lessee
under a lease relating to one restaurant and Golden Corral  Corporation  was the
lessee under the leases  relating to two  restaurants.  It is anticipated  that,
based on the minimum rental payments required by the leases,  these lessees will
continue to contribute more than ten percent of the  Partnership's  total rental
income during the remainder of 1999. In addition, during the quarter ended March
31, 1999, two restaurant chains,  Golden Corral and Tony Roma's,  each accounted
for more  than ten  percent  of the  Partnership's  total  rental,  earned,  and
mortgage   interest  income   (including  rental  and  earned  income  from  the
Partnership's  consolidated joint venture, the Partnership's share of the rental
and earned income from  Properties  owned by  unconsolidated  joint ventures and
Properties owned with affiliates of the general partners as  tenants-in-common).
It is anticipated that each of these restaurant  chains will continue to account
for more than ten percent of the total rental income to which the Partnership is
entitled  under  the  terms of its  leases.  Any  failure  of these  lessees  or
restaurant  chains  could  materially  affect  the  Partnership's  income if the
Partnership is not able to re-lease the Properties in a timely manner.

         Operating expenses,  including  depreciation expense, were $150,850 and
$124,189  for the  quarters  ended  March 31, 1999 and 1998,  respectively.  The
increase  in  operating  expenses  during the  quarter  ended  March 31, 1999 as
compared to the quarter ended March 31, 1998, was primarily  attributable to the
fact that the Partnership  incurred $31,470 in transaction costs relating to the
general  partners  retaining  financial  and legal  advisors  to assist  them in
evaluating and  negotiating  the proposed Merger with APF, as described above in
"Liquidity and Capital  Resources." If the limited  partners  reject the Merger,
the  Partnership  will bear the  portion of the  transaction  costs based on the
percentage of "For" votes and the general  partners will bear the portion of the
transaction costs based on the percentage of "Against" votes and abstentions.


<PAGE>


Results of Operations - Continued
---------------------------------

         Due to tenant  defaults under the terms of the lease  arrangements  for
the  Properties  in Belding,  Michigan,  Daleville,  Indiana,  and Lebanon,  New
Hampshire,  the Partnership  and its  consolidated  joint venture,  CNL/Longacre
Joint  Venture,  incurred  and expects to continue to incur  operating  expenses
relating to such  Properties  until the  Properties are sold or re-leased to new
tenants.

         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 $181,610 and $791 during
the quarters  ended March 31, 1999 and 1998,  respectively.  The increase in the
gain recognized is due to the fact that during the quarter ended March 31, 1999,
the  Partnership  collected  advance  payments  of  principal  relating  to  the
promissory note collateralized by a Property in St. Cloud, Florida, as described
above in "Liquidity and Capital Resources," which accelerated the recognition of
the gain for financial reporting purposes.

         As a result of the sales of the Properties in Endicott and Ithaca,  New
York, and the sales of the Properties in Port Orange,  Florida and Tyler, Texas,
the Partnership  recognized total gains of $213,503 and $440,822,  respectively,
for financial  reporting  purposes  during the quarters ended March 31, 1999 and
1998, respectively.

Year 2000 Readiness Disclosure
------------------------------

         The Year  2000  problem  concerns  the  inability  of  information  and
non-information  technology  systems to  properly  recognize  and  process  date
sensitive  information beyond January 1, 2000. The Partnership does not have any
information or  non-information  technology  systems.  The general  partners and
affiliates  of the general  partners  provide all services  requiring the use of
information  and  non-information  technology  systems  pursuant to a management
agreement  with  the  Partnership.  The  information  technology  system  of the
affiliates of the general partners  consists of a network of personal  computers
and servers built using  hardware and software from  mainstream  suppliers.  The
non-information technology systems of the affiliates of the general partners are
primarily  facility related and include building  security  systems,  elevators,
fire suppressions,  HVAC, electrical systems and other utilities. The affiliates
of the general partners have no internally  generated programmed software coding
to correct,  because  substantially  all of the software utilized by the general
partners and  affiliates is purchased or licensed from external  providers.  The
maintenance  of   non-information   technology   systems  at  the  Partnership's
Properties is the  responsibility of the tenants of the Properties in accordance
with the terms of the Partnership's leases.

         In early 1998, the general  partners and affiliates  formed a Year 2000
committee  (the "Y2K Team") for the purpose of  identifying,  understanding  and
addressing the various  issues  associated  with the Year 2000 problem.  The Y2K
Team  consists of the general  partners and members from the  affiliates  of the
general partners, including representatives from senior management,  information
systems,  telecommunications,  legal, office management, accounting and property
management. The Y2K Team's initial step in assessing the Partnership's Year 2000
readiness  consists of  identifying  any systems  that are  date-sensitive  and,
accordingly, could have


<PAGE>


Year 2000 Readiness Disclosure - Continued
------------------------------------------

potential  Year 2000  problems.  The Y2K Team is in the  process  of  conducting
inspections, interviews and tests to identify which of the Partnership's systems
could have a potential Year 2000 problem.

         The  information  system of the  affiliates of the general  partners is
comprised of hardware  and  software  applications  from  mainstream  suppliers.
Accordingly, the Y2K Team is in the process of contacting the respective vendors
and  manufacturers  to verify the Year 2000  compliance  of their  products.  In
addition,  the Y2K Team has also requested and is evaluating  documentation from
other   companies  with  which  the  Partnership  has  a  material  third  party
relationship,   including  the   Partnership's   tenants,   vendors,   financial
institutions and the  Partnership's  transfer agent. The Partnership  depends on
its  tenants  for  rents  and  cash  flows,   its  financial   institutions  for
availability  of cash and its  transfer  agent to  maintain  and track  investor
information.  The Y2K Team has also  requested and is  evaluating  documentation
from the  non-information  technology systems providers of the affiliates of the
general  partners.  Although the general  partners  continue to receive positive
responses  from the  Companies  with  which  the  Partnership  has  third  party
relationships regarding their Year 2000 compliance,  the general partners cannot
be assured that the  tenants,  financial  institutions,  transfer  agent,  other
vendors and system  providers have adequately  considered the impact of the Year
2000. The general  partners are not able to measure the effect on the operations
of the Partnership of any third party's failure to adequately address the impact
of the Year 2000.

         The general  partners and their  affiliates  have  identified  and have
implemented  upgrades for certain hardware equipment.  In addition,  the general
partners and their  affiliates have  identified  certain  software  applications
which will require upgrades to become Year 2000 compliant.  The general partners
expect all of these upgrades,  as well as any other necessary  remedial measures
on the  information  technology  systems  used in the  business  activities  and
operations of the Partnership,  to be completed by September 30, 1999, although,
the general  partners cannot be assured that the upgrade  solutions  provided by
the vendors have addressed all possible Year 2000 issues.  The general  partners
do not  expect  the  aggregate  cost of the Year 2000  remedial  measures  to be
material to the results of operations of the Partnership.

         The general  partners and affiliates have received  certification  from
the  Partnership's  transfer  agent  of its  Year  2000  compliance.  Due to the
material  relationship of the Partnership  with its transfer agent, the Y2K Team
is evaluating the Year 2000  compliance of the systems of the transfer agent and
expects to have the  evaluation  completed  by September  30, 1999.  Despite the
positive  response  from the transfer  agent and the  evaluation of the transfer
agent's system by the Y2K Team, the general  partners cannot be assured that the
transfer  agent has addressed  all possible Year 2000 issues.  In the event that
the  systems of the  transfer  agent are not Year 2000  compliant,  the  general
partners and their  affiliates  would have to allocate  resources to  internally
perform  the  functions  of the  transfer  agent.  The  general  partners do not
anticipate  that the additional  cost of these  resources  would have a material
impact on the Partnership.



<PAGE>


Year 2000 Readiness Disclosure - Continued
------------------------------------------

         Based upon the progress the general  partners and affiliates  have made
in  addressing  the Year 2000 issues and their plan and timeline to complete the
compliance  program,  the  general  partners do not  foresee  significant  risks
associated  with Year 2000  compliance  at this time.  The general  partners and
their affiliates plan to address their significant Year 2000 issues prior to the
Partnership  being  affected  by them;  therefore,  they  have not  developed  a
comprehensive  contingency  plan.  However,  if the general  partners  and their
affiliates identify significant risks related to their Year 2000 compliance,  or
if their progress deviates from the anticipated  timeline,  the general partners
and their affiliates will develop  contingency plans as deemed necessary at that
time.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         No material  changes in the  Partnership's  market risk  occurred  from
December  31,  1998  through   March  31,  1999.   Information   regarding   the
Partnership's  market risk at December 31, 1998 is included in its Annual Report
on Form 10-K for the year ended December 31, 1998.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.      Legal Proceedings.

             On May 5, 1999,  four  limited  partners in several of the CNL
             Income  Funds  filed a  lawsuit,  Jon  Hale,  Mary J.  Hewitt,
             Charles A. Hewitt,  and Gretchen M. Hewitt v. James M. Seneff,
             Jr.,  Robert  A.  Bourne,  CNL  Realty  Corporation,  and  CNL
             American  Properties Fund, Inc., Case No.  CIO-99-0003561,  in
             the  Circuit  Court of the Ninth  Judicial  Circuit  of Orange
             County,  Florida,  alleging that the Messrs. Seneff and Bourne
             and CNL Realty  Corporation,  as general  partners  of the CNL
             Income Funds, breached their fiduciary duties and violated the
             provisions  of  certain  of the CNL  Income  Fund  partnership
             agreements in connection with the proposed  acquisition of the
             CNL  Income   Funds  by  APF.  The   plaintiffs   are  seeking
             unspecified damages and equitable relief. The general partners
             and APF believe  that the lawsuit is without  merit and intend
             to defend vigorously against such claims.  Because the lawsuit
             was so recently  filed,  it is premature to further comment on
             the lawsuit at this time.

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

                           2.1      Agreement  and Plan of Merger by and between
                                    the Registrant  and CNL American  Properties
                                    Fund,   Inc.   ("APF")  to  the   Prospectus
                                    Supplement for the Registrant,  constituting
                                    a part of the Registration  Statement of APF
                                    on Form S-4, File No. 74329.)

                           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 be reference.)



<PAGE>


                           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

                           Current  Report on Form 8-K dated  March 11, 1999 and
                           filed March 12, 1999,  describing the proposed merger
                           of the Partnership  with and into a subsidiary of CNL
                           American Properties Fund, Inc.



<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 17th day of May, 1999

                                 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)