_                                    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, 2004
                                                -------------------------------

                                       OR

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

For the transition period from _____________________ to _______________________


                             Commission file number
                                     0-19141
                     ---------------------------------------


                             CNL Income Fund V, Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Florida                                            59-2922869
--------------------------------              ----------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                        Identification No.)


  450 South Orange Avenue
    Orlando, Florida                                       32801
-----------------------------------------      ---------------------------------
 (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number
(including area code)                                    (407) 540-2000
                                                --------------------------------


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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X




<PAGE>


                                    CONTENTS





Part I                                                              Page
                                                                    ----

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                            1

                  Condensed Statements of Income                      2

                  Condensed Statements of Partners' Capital           3

                  Condensed Statements of Cash Flows                  4

                  Notes to Condensed Financial Statements             5-6

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                 7-9

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                         9

   Item 4.    Controls and Procedures                                 9

Part II

   Other Information                                                  10-11




<PAGE>




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

<TABLE>
<CAPTION>

 <c>
                                                                             March 31,               December 31,
                                                                               2004                      2003
                                                                         ------------------       -------------------
                               ASSETS

   Real estate properties with operating leases, net                         $   6,243,432             $   6,284,472
   Net investment in direct financing leases                                     1,910,616                 1,923,686
   Real estate held for sale                                                       387,625                   387,625
   Investment in joint ventures                                                  1,136,955                 1,147,758
   Cash and cash equivalents                                                       342,472                   380,486
   Receivables, less allowance for doubtful accounts
       of $66,181 and $60,252, respectively                                          7,759                     1,774
   Due from related parties                                                         15,354                       745
   Accrued rental income                                                           476,641                   471,990
   Other assets                                                                      8,469                     6,344
                                                                         ------------------       -------------------

                                                                             $  10,529,323             $  10,604,880
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                     $      22,901             $       6,459
   Real estate taxes payable                                                         4,446                    10,583
   Distributions payable                                                           281,571                   281,571
   Due to related parties                                                          216,800                   209,019
   Rents paid in advance and deposits                                               14,170                    29,072
                                                                         ------------------       -------------------
       Total liabilities                                                           539,888                   536,704

   Minority interest                                                               695,083                   695,535

   Partners' capital                                                             9,294,352                 9,372,641
                                                                         ------------------       -------------------

                                                                             $  10,529,323             $  10,604,880
                                                                         ==================       ===================


           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,
                                                                                   2004               2003
                                                                               --------------    ---------------
    Revenues:
        Rental income from operating leases                                       $  235,887         $  224,956
        Earned income from direct financing leases                                    52,227             53,521
        Contingent rental income                                                      14,114             22,985
        Interest and other income                                                        897              1,032
                                                                               --------------    ---------------
                                                                                     303,125            302,494
                                                                               --------------    ---------------

    Expenses:
        General operating and administrative                                          59,132             54,392
        Property related                                                                 220              1,347
        State and other taxes                                                          5,051              3,748
        Depreciation                                                                  41,040             41,040
                                                                               --------------    ---------------
                                                                                     105,443            100,527
                                                                               --------------    ---------------

    Income before minority interest and equity in earnings of
    unconsolidated joint ventures                                                    197,682            201,967

    Minority interest                                                                (18,675)           (18,861)

    Equity in earnings of unconsolidated joint ventures                               27,841             27,962
                                                                               --------------    ---------------

    Income from continuing operations                                                206,848            211,068

    Discontinued operations:
        Income (loss) from discontinued operations                                    (3,566)            19,052
                                                                               --------------    ---------------

    Net income                                                                    $  203,282         $  230,120
                                                                               ==============    ===============

    Income (loss) per limited partner unit:
        Continuing operations                                                      $    4.14          $    4.22
        Discontinued operations                                                        (0.07)              0.38
                                                                               --------------    ---------------

                                                                                   $    4.07          $    4.60
                                                                               ==============    ===============

    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,
                                                                            2004                   2003
                                                                      ------------------     -----------------

  General partners:
      Beginning balance                                                    $    514,026          $    514,026
      Net income                                                                     --                    --
                                                                      ------------------     -----------------
                                                                                514,026               514,026
                                                                      ------------------     -----------------
  Limited partners:
      Beginning balance                                                       8,858,615             9,263,112
      Net income                                                                203,282               791,448
      Distributions ($5.63 and $23.92 per
         limited partner unit, respectively)                                   (281,571)           (1,195,945)
                                                                      ------------------     -----------------
                                                                              8,780,326             8,858,615
                                                                      ------------------     -----------------

  Total partners' capital                                                 $   9,294,352         $   9,372,641
                                                                      ==================     =================



            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,
                                                                                    2004               2003
                                                                               ----------------    ---------------

  Net cash provided by operating activities                                        $   262,684         $  299,774
                                                                               ----------------    ---------------

  Cash flows from financing activities:
      Distributions to limited partners                                               (281,571)          (351,233)
      Distributions to holder of minority interest                                     (19,127)           (17,408)
                                                                               ----------------    ---------------
         Net cash used in financing activities                                        (300,698)          (368,641)
                                                                               ----------------    ---------------

  Net decrease in cash and cash equivalents                                            (38,014)           (68,867)

  Cash and cash equivalents at beginning of quarter                                    380,486            458,163
                                                                               ----------------    ---------------

  Cash and cash equivalents at end of quarter                                      $   342,472         $  389,296
                                                                               ================    ===============

  Supplemental schedule of non-cash financing activities:

      Distributions declared and unpaid at end of
         quarter                                                                   $   281,571         $  351,233
                                                                               ================    ===============

</TABLE>

            See accompanying notes to condensed financial statements.



<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003


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 the general  partners,  necessary  for a
          fair  statement  of the  results for the  interim  periods  presented.
          Operating  results for the quarter  ended March 31,  2004,  may not be
          indicative  of the results  that may be  expected  for the year ending
          December  31, 2004.  Amounts as of December 31, 2003,  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, 2003.

          The Partnership  accounts for its 53.12% interest in RTO Joint Venture
          using the  consolidation  method.  Minority  interest  represents  the
          minority joint venture partner's  proportionate share of the equity in
          the  joint  venture.   All  significant   intercompany   accounts  and
          transactions have been eliminated.

          In December 2003, the Financial  Accounting  Standards  Board issued a
          revision to FASB  Interpretation  No. 46 (originally issued in January
          2003)  ("FIN  46R"),  "Consolidation  of Variable  Interest  Entities"
          requiring  existing  unconsolidated  variable  interest entities to be
          consolidated by their primary  beneficiaries.  The primary beneficiary
          of a variable  interest entity is the party that absorbs a majority of
          the  entity's  expected  losses,  receives a majority of its  expected
          residual returns,  or both, as a result of holding variable interests,
          which are the ownership,  contractual, or other pecuniary interests in
          an entity that change with  changes in the fair value of the  entity's
          net assets excluding variable  interests.  Prior to FIN 46R, a company
          generally included another entity in its financial  statements only if
          it controlled the entity through voting interests.  Application of FIN
          46R is required in financial  statements of public  entities that have
          interests in variable interest entities for periods ending after March
          15, 2004.  The  Partnership  has adopted FIN 46R as of March 31, 2004,
          which  resulted  in  the   consolidation   of  a  certain   previously
          unconsolidated  joint  venture.  FIN 46R  does not  require,  but does
          permit  restatement of previously  issued  financial  statements.  The
          Partnership has restated prior year's financial statements to maintain
          comparability between the periods presented. These restatements had no
          effect on partners' capital or net income.

2.        Reclassification

          Certain  items in the  prior  year's  financial  statements  have been
          reclassified to conform to 2004 presentation.  These reclassifications
          had no effect on total partners' capital or net income.

3.        Discontinued Operations

          During  2003,  the  Partnership  identified  for  sale a  property  in
          Livingston,  Texas that was classified as  discontinued  operations in
          the accompanying financial statements.



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2004 and 2003


3.        Discontinued Operations - Continued

          The operating  results of the  discontinued  operations  for the above
          property are as follows:
<TABLE>
<CAPTION>

 <c>
                                                                 March 31,
                                                            2004           2003
                                                        -------------  --------------
                  Rental revenues                        $     --       $  23,044
                  Expenses                                 (3,566)         (3,992)
                                                        -------------  --------------
                  Income (loss) from discontinued
                  operations                             $ (3,566)      $  19,052
                                                        =============  ==============

4.        Concentration of Credit Risk

          The following  schedule presents total rental revenues from individual
          lessees,  each representing  more than 10% of the Partnership's  total
          rental   revenues   (including   total   rental   revenues   from  the
          Partnership's  consolidated joint venture and the Partnership's  share
          of total rental  revenues  from the joint  venture and the  properties
          held as tenants-in-common with affiliates of the general partners) for
          each of the quarters ended March 31:


                                                                     2004              2003
                                                                ---------------    --------------

                Slaymaker Group, Inc.                              $  44,190         $  44,675
                RT Orlando Franchise, LP                              39,927            40,300
                IHOP Properties, Inc.                                 34,864               N/A

          In addition,  the following  schedule  presents total rental  revenues
          from individual  restaurant chains, each representing more than 10% of
          the  Partnership's  total  rental  revenues  (including  total  rental
          revenues  from the  Partnership's  consolidated  joint venture and the
          Partnership's  share of total rental  revenues  from the joint venture
          and the properties  held as  tenants-in-common  with affiliates of the
          general partners) for each of the quarters ended March 31:


                                                                         2004              2003
                                                                    --------------    --------------

                Tony Romas                                              $  44,190       $  44,675
                Ruby Tuesday                                               39,927          40,300
                IHOP                                                       34,864             N/A
                Golden Corral Buffet and Grill                                N/A          55,251
</TABLE>


          The  information  denoted  by  N/A  indicates  that  for  each  period
          presented,  the tenant or chain did not represent more than 10% of the
          Partnership's total rental revenues.

          Although the Partnership's  properties have some geographic  diversity
          in the United States and the  Partnership's  lessees operate a variety
          of  restaurant  concepts,  default by any lessee or  restaurant  chain
          contributing  more  than  10%  of  the  Partnership's   revenues  will
          significantly  impact the results of operations of the  Partnership if
          the  Partnership  is not able to re-lease the  properties  in a timely
          manner.





<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

          CNL  Income  Fund V, Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was organized on August 17, 1988, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and existing  restaurants,  as well as land upon which  restaurants
were to be constructed,  which are leased primarily to operators of national and
regional  fast-food  and  family-style  restaurant  chains  (collectively,   the
"Properties").  The leases  generally are  triple-net  leases,  with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of March 31, 2004 and 2003, the  Partnership  owned 12 Properties
directly and four  Properties  indirectly  through  joint  venture or tenancy in
common arrangements.

Capital Resources

          Net cash  provided by operating  activities  was $262,684 and $299,774
for the quarters  ended March 31, 2004 and 2003,  respectively.  The decrease in
net cash provided by operating  activities for the quarter ended March 31, 2004,
as compared  to the same  period of 2003,  was a result of changes in income and
expenses,  such as changes in rental  revenues  and  changes  in  operating  and
property related expenses.

          At March 31,  2004,  the  Partnership  had  $342,472  in cash and cash
equivalents  as compared to $380,486 at December  31,  2003.  At March 31, 2004,
these funds were held in demand deposit accounts at a commercial bank. The funds
remaining  at  March  31,  2004  will  be used to pay  distributions  and  other
liabilities of the Partnership.

Short-Term Liquidity

          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 Partnership's  short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.

          The general partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

          The Partnership  generally  distributes cash from operations remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from  operations,  the Partnership
declared  distributions to the limited partners of $281,571 and $351,233 for the
quarters  ended  March  31,  2004  and  2003,   respectively.   This  represents
distributions  of $5.63 and $7.02 per unit for the quarters ended March 31, 2004
and 2003,  respectively.  As a result of the sales of the Properties in previous
years, the Partnership's total revenues have declined and are expected to remain
reduced in subsequent periods, while the majority of the Partnership's operating
expenses have remained fixed and are expected to remain fixed. No  distributions
were made to the  general  partners  for the  quarters  ended March 31, 2004 and
2003.  The  Partnership  intends  to  continue  to  make  distributions  of cash
available for distribution to the limited partners on a quarterly basis.

          Total  liabilities  were  $539,888 at March 31,  2004,  as compared to
$536,704 at December  31, 2003.  Total  liabilities  at March 31,  2004,  to the
extent they exceed cash and cash  equivalents  at March 31,  2004,  will be paid
from future cash from operations and in the event the general  partners elect to
make additional contributions, from general partners' contributions.



<PAGE>


Long-Term Liquidity

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

Results of Operations

          Rental  revenues from  continuing  operations were $288,114 during the
quarter ended March 31, 2004, as compared to $278,477  during the same period of
2003. The increase in rental revenues from continuing  operations was due to the
collection of amounts  related to the Property in New Castle,  Indiana that were
reserved in a prior year.

          During the  quarter  ended  March 31,  2004,  the  Partnership  earned
$14,114 in contingent  rental income, as compared to $22,985 for the same period
of 2003.  The  decrease  in  contingent  rental  income was due to a decrease in
reported sales of certain restaurant Properties, the leases of which require the
payment of contingent rent.

          The  Partnership  earned $27,841  attributable to net income earned by
unconsolidated  joint  ventures  during the  quarter  ended March 31,  2004,  as
compared  to  $27,962  during  the same  period of 2003.  Net  income  earned by
unconsolidated  joint  ventures  during 2004,  as compared to the same period of
2003,  remained  relatively  constant,  as there  was no  change  in the  leased
property portfolio owned by the joint ventures and the tenancies in common.

          In  October  2003,  Chevy's,  Inc.,  the  tenant  of the  Property  in
Vancouver,  Washington  which the  Partnership  owns as  tenants-in-common  with
affiliates of the general partners,  filed for Chapter 11 bankruptcy protection.
The Partnership  owns a 27.78%  interest in this Property.  While the tenant has
neither rejected nor affirmed the one lease it has with the  Partnership,  there
can be no assurance that the lease will not be rejected in the future.  The lost
revenues  that would result if the tenant were to reject this lease will have an
adverse effect on the equity in earnings of unconsolidated joint ventures if the
tenancy in common is not able to re-lease the Property in a timely manner.

          During the quarter  ended March 31,  2004,  three  lessees,  Slaymaker
Group, Inc., RT Orlando Franchise, LP and IHOP Properties, Inc. each contributed
more than 10% of the Partnership's total rental revenues (including total rental
renenues from the Partnership's consolidated joint venture and the Partnership's
share of total rental  revenues from the Property owned by the joint venture and
Properties owned with affiliates of the general partners as  tenants-in-common).
It is  anticipated  that based on the minimum  rental  payments  required by the
leases,  these three lessees will  continue to  contribute  more than 10% of the
Partnership's total rental revenues. In addition, during the quarter ended March
31,  2004,  three  restaurant  chains,  Tony Romas,  Ruby  Tuesday and IHOP each
accounted  for  more  than  10%  of  the  Partnership's  total  rental  revenues
(including  the  Partnership's  share of total rental  revenues from  Properties
owned  by   joint   ventures   and   Properties   owned   with   affiliates   as
tenants-in-common).  It is anticipated that these three  restaurant  chains will
each continue to account for more than 10% of the total rental revenues to which
the Partnership is entitled under the terms of the leases.  Any failure of these
lessees or restaurant chains will materially affect the Partnership's  operating
results if the  Partnership  is not able to re-lease the  Properties in a timely
manner.

          Operating  expenses,  including  depreciation  expense,  were $105,443
during the quarter ended March 31, 2004, as compared to $100,527 during the same
period of 2003.  The increase in  operating  expenses  during the quarter  ended
March 31,  2004,  was  primarily  due to the  Partnership  incurring  additional
general  operating  and  administrative  expenses,  including  legal  fees.  The
increase in operating expenses during 2004 was partially offset by a decrease in
the costs incurred for administrative expenses for servicing the Partnership and
its Properties.

          The Partnership recognized a loss from discontinued operations (rental
revenues  less  property  related  expenses) of $3,566  during the quarter ended
March 31, 2004,  as compared to income from  discontinued  operations of $19,052
during the same period of 2003  relating to the Property in  Livingston,  Texas.
The tenant experienced financial difficulties,  vacated the Property in May 2003
and ceased making rental payments to the Partnership.

          The general partners continuously evaluate strategic  alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the limited
partners.
<PAGE>

          In December 2003, the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  The primary  beneficiary  of a variable  interest  entity is the
party that  absorbs a  majority  of the  entity's  expected  losses,  receives a
majority  of its  expected  residual  returns,  or both,  as a result of holding
variable  interests,  which are the ownership,  contractual,  or other pecuniary
interests  in an  entity  that  change  with  changes  in the fair  value of the
entity's net assets excluding  variable  interests.  Prior to FIN 46R, a company
generally  included  another  entity  in its  financial  statements  only  if it
controlled  the  entity  through  voting  interests.  Application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
variable  interest  entities  for  periods  ending  after  March 15,  2004.  The
Partnership  has adopted  FIN 46R as of March 31,  2004,  which  resulted in the
consolidation of a certain previously unconsolidated joint venture. FIN 46R does
not  require,  but  does  permit  restatement  of  previously  issued  financial
statements.  The Partnership has restated prior year's  financial  statements to
maintain comparability between the periods presented.  These restatements had no
effect on partners' capital or net income.



ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not applicable.


ITEM 4.   CONTROLS AND PROCEDURES


          The  general  partners  maintain  a set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered  by this  Quarterly  Report on Form 10-Q and have  determined  that such
disclosure controls and procedures are effective.

          There was no change in internal control over financial  reporting that
occurred during the most recent fiscal quarter that has materially affected,  or
is  reasonably  likely to materially  affect,  internal  control over  financial
reporting.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.     Legal Proceedings.   Inapplicable.
            ------------------

Item 2.     Changes in Securities.   Inapplicable.
            ----------------------

Item 3.     Default upon Senior Securities.   Inapplicable.
            -------------------------------

Item 4.     Submission of Matters to a Vote of Security Holders.   Inapplicable.
            ----------------------------------------------------

Item 5.     Other Information.   Inapplicable.
            ------------------

Item 6.     Exhibits and Reports on Form 8-K.

            (a)   Exhibits

                  3.1     Amended and  Restated  Affidavit  and  Certificate  of
                          Limited   Partnership  of  CNL  Income  Fund  V,  Ltd.
                          (Included  as Exhibit  3.1 to Form 10-K filed with the
                          Securities and Exchange  Commission on March 31, 1994,
                          and incorporated herein by reference.)

                  4.1     Amended and  Restated  Affidavit  and  Certificate  of
                          Limited   Partnership  of  CNL  Income  Fund  V,  Ltd.
                          (Included  as Exhibit  3.1 to Form 10-K filed with the
                          Securities and Exchange  Commission on March 31, 1994,
                          and incorporated herein by reference.)

                  4.2     Amended and  Restated  Certificate  and  Agreement  of
                          Limited   Partnership  of  CNL  Income  Fund  V,  Ltd.
                          (Included  as Exhibit  4.2 to Form 10-K filed with the
                          Securities and Exchange  Commission on March 31, 1994,
                          and incorporated herein by reference.)

                  10.1    Management  Agreement  between CNL Income Fund V, Ltd.
                          and CNL Investment  Company  (Included as Exhibit 10.1
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on March 31, 1994, and incorporated  herein
                          by reference.)

                  10.2    Assignment of Management Agreement from CNL Investment
                          Company to CNL Income Fund Advisors, Inc. (Included as
                          Exhibit  10.2 to Form 10-K filed  with the  Securities
                          and  Exchange   Commission  on  March  30,  1995,  and
                          incorporated herein by reference.)

                  10.3    Assignment  of  Management  Agreement  from CNL Income
                          Fund  Advisors,   Inc.  to  CNL  Fund  Advisors,  Inc.
                          (Included  as Exhibit 10.3 to Form 10-K filed with the
                          Securities  and Exchange  Commission on April 1, 1996,
                          and incorporated herein by reference.)

                  10.4    Assignment  of  Management  Agreement  from  CNL  Fund
                          Advisors,  Inc. to CNL APF Partners,  LP. (Included as
                          Exhibit  10.4 to Form 10-Q filed  with the  Securities
                          and  Exchange   Commission  on  August  9,  2001,  and
                          incorporated herein by reference.)

                  10.5    Assignment  of  Management   Agreement  from  CNL  APF
                          Partners,  LP to CNL Restaurants XVIII, Inc. (Included
                          as Exhibit 10.5 to Form 10-Q filed with the Securities
                          and  Exchange  Commission  on  August  13,  2002,  and
                          incorporated herein by reference.)

                  31.1    Certification of Chief Executive  Officer of Corporate
                          General  Partner  Pursuant  to Rule  13a-14 as Adopted
                          Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                          2002. (Filed herewith.)

                  31.2    Certification of Chief Financial  Officer of Corporate
                          General  Partner  Pursuant  to Rule  13a-14 as Adopted
                          Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                          2002. (Filed herewith.)

                  32.1    Certification of Chief Executive  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.)

                  32.2    Certification of Chief Financial  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.)

           (b)   Reports on Form 8-K

                 No  reports on Form 8-K were filed  during  the  quarter  ended
                 March 31, 2004.



<PAGE>



                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
as  amended,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

          DATED this 11th day of May, 2004.

                             CNL INCOME FUND V, LTD.


                             By:      CNL REALTY CORPORATION
                                      General Partner


                                      By:       /s/ James M. Seneff, Jr.
                                                --------------------------------
                                                JAMES M. SENEFF, JR.
                                                Chief Executive Officer
                                                (Principal Executive Officer)


                                      By:       /s/ Robert A. Bourne
                                                --------------------------------
                                                ROBERT A. BOURNE
                                                President and Treasurer
                                                (Principal Financial and
                                                Accounting Officer)




<PAGE>



                                  EXHIBIT INDEX

Exhibit Number

         (b)      Exhibits

                  3.1     Amended and  Restated  Affidavit  and  Certificate  of
                          Limited   Partnership  of  CNL  Income  Fund  V,  Ltd.
                          (Included  as Exhibit  3.1 to Form 10-K filed with the
                          Securities and Exchange  Commission on March 31, 1994,
                          and incorporated herein by reference.)

                  4.1     Amended and  Restated  Affidavit  and  Certificate  of
                          Limited   Partnership  of  CNL  Income  Fund  V,  Ltd.
                          (Included  as Exhibit  3.1 to Form 10-K filed with the
                          Securities and Exchange  Commission on March 31, 1994,
                          and incorporated herein by reference.)

                  4.2     Amended and  Restated  Certificate  and  Agreement  of
                          Limited   Partnership  of  CNL  Income  Fund  V,  Ltd.
                          (Included  as Exhibit  4.2 to Form 10-K filed with the
                          Securities and Exchange  Commission on March 31, 1994,
                          and incorporated herein by reference.)

                  10.1    Management  Agreement  between CNL Income Fund V, Ltd.
                          and CNL Investment  Company  (Included as Exhibit 10.1
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on March 31, 1994, and incorporated  herein
                          by reference.)

                  10.2    Assignment of Management Agreement from CNL Investment
                          Company to CNL Income Fund Advisors, Inc. (Included as
                          Exhibit  10.2 to Form 10-K filed  with the  Securities
                          and  Exchange   Commission  on  March  30,  1995,  and
                          incorporated herein by reference.)

                  10.3    Assignment  of  Management  Agreement  from CNL Income
                          Fund  Advisors,   Inc.  to  CNL  Fund  Advisors,  Inc.
                          (Included  as Exhibit 10.3 to Form 10-K filed with the
                          Securities  and Exchange  Commission on April 1, 1996,
                          and incorporated herein by reference.)

                  10.4    Assignment  of  Management  Agreement  from  CNL  Fund
                          Advisors,  Inc. to CNL APF Partners,  LP. (Included as
                          Exhibit  10.4 to Form 10-Q filed  with the  Securities
                          and  Exchange   Commission  on  August  9,  2001,  and
                          incorporated herein by reference.)

                  10.5    Assignment  of  Management   Agreement  from  CNL  APF
                          Partners,  LP to CNL Restaurants XVIII, Inc. (Included
                          as Exhibit 10.5 to Form 10-Q filed with the Securities
                          and  Exchange  Commission  on  August  13,  2002,  and
                          incorporated herein by reference.)

                  31.1    Certification of Chief Executive  Officer of Corporate
                          General  Partner  Pursuant  to Rule  13a-14 as Adopted
                          Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                          2002. (Filed herewith.)

                  31.2    Certification of Chief Financial  Officer of Corporate
                          General  Partner  Pursuant  to Rule  13a-14 as Adopted
                          Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                          2002. (Filed herewith.)

                  32.1    Certification of Chief Executive  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.)

                  32.2    Certification of Chief Financial  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.)


<PAGE>








                                  EXHIBIT 31.1




<PAGE>












                                  EXHIBIT 31.2




<PAGE>










                                  EXHIBIT 32.1



<PAGE>










                                  EXHIBIT 32.2