FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period ended June 30, 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)

<TABLE>
<CAPTION>

<S> <C>
                       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
                                                                    ------------------------------------------------

</TABLE>

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

                  Condensed Statements of Income

                  Condensed Statements of Partners' Capital

                  Condensed Statements of Cash Flows

                  Notes to Condensed Financial Statements

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

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk

Part II

   Other Information




<PAGE>


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


                                                                             June 30,                December 31,
                                                                               1999                      1998
                                                                         ------------------       -------------------
<S> <C>
                               ASSETS

   Landand  buildings on operating  leases,  less
       accumulated  depreciation  of $1,879,306 and
       $1,895,755,  respectively  and allowance for
       loss on land and buildings of $653,851 in
       1999 and 1998                                                           $ 9,635,693              $ 10,660,128
   Net investment in direct financing leases                                     1,690,306                 1,708,966
   Investment in joint ventures                                                  2,392,506                 2,282,012
   Mortgage notes receivable, less deferred gain                                   872,380                 1,748,060
   Cash and cash equivalents                                                     2,393,763                   352,648
   Receivables, less allowance for doubtful accounts
       of $140,973 and $141,505, respectively                                       36,368                    87,490
   Prepaid expenses                                                                  7,068                     1,872
   Accrued rental income                                                           270,021                   239,963
   Other assets                                                                     54,346                    54,346
                                                                         ------------------       -------------------

                                                                              $ 17,352,451              $ 17,135,485
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                             $   75,710                $    7,546
   Accrued and escrowed real estate taxes payable                                   20,068                    10,361
   Distributions payable                                                           500,000                   500,000
   Due to related parties                                                          284,333                   228,448
   Rents paid in advance                                                            23,218                     6,112
                                                                         ------------------       -------------------
       Total liabilities                                                           903,329                   752,467

   Commitments and Contingencies (Note 5)

   Minority interest                                                               146,744                   155,916

   Partners' capital                                                            16,302,378                16,227,102
                                                                         ------------------       -------------------

                                                                              $ 17,352,451              $ 17,135,485
                                                                         ==================       ===================

</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>


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


                                                               Quarter Ended                    Six Months Ended
                                                                 June 30,                           June 30,
                                                           1999             1998              1999             1998
                                                       -------------    -------------     -------------     ------------
<S> <C>
Revenues:
    Rental income from operating leases                   $ 282,637        $ 285,286         $ 575,685        $ 611,506
    Earned income from direct financing leases               45,717           42,802            91,600          102,343
    Interest and other income                                43,320           72,498           101,974          164,856
                                                       -------------    -------------     -------------     ------------
                                                            371,674          400,586           769,259          878,705
                                                       -------------    -------------     -------------     ------------

Expenses:
    General operating and administrative                     34,888           38,763            71,002           77,317
    Bad debt expense                                             --            5,882                --            5,882
    Professional services                                    13,190            6,061            18,582           10,079
    Real estate taxes                                         8,682            9,756            16,487           16,420
    State and other taxes                                       447            1,911             6,404            9,658
    Depreciation                                             60,067           62,771           124,179          129,977
    Transaction costs                                        59,718               --            91,188               --
                                                       -------------    -------------     -------------     ------------
                                                            176,992          125,144           327,842          249,333
                                                       -------------    -------------     -------------     ------------

Income Before Minority Interest in Loss of
    Consolidated Joint Venture, Equity in
    Earnings of Unconsolidated Joint Ventures,
    Gain on Sale of Land and Buildings and
    Provision for Loss on Land and Building                 194,682          275,442           441,417          629,372

Minority Interest in Loss of Consolidated Joint
    Venture                                                   4,787            4,033             9,172            9,450

Equity in Earnings of Unconsolidated Joint                  172,427           36,882           229,265           72,103
    Ventures

Gain on Sale of Land and Buildings                              309              992           395,422          442,605

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

Net Income                                                $ 372,205        $ 164,716       $ 1,075,276      $ 1,000,897
                                                       =============    =============     =============     ============

Allocation of Net Income:
    General partners                                      $   3,722         $   (734 )        $  9,157         $  6,355
    Limited partners                                        368,483          165,450         1,066,119          994,542
                                                       -------------    -------------     -------------     ------------

                                                          $ 372,205        $ 164,716       $ 1,075,276      $ 1,000,897
                                                       =============    =============     =============     ============

Net Income Per Limited Partner Unit                        $   7.37         $   3.31          $  21.32         $  19.89
                                                       =============    =============     =============     ============

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

           See accompanying notes to condensed financial statements.


<PAGE>


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


                                                                   Six Months Ended               Year Ended
                                                                       June 30,                  December 31,
                                                                         1999                        1998
                                                                -----------------------      ----------------------
<S> <C>
General partners:
    Beginning balance                                                       $  503,730                  $  493,982
    Net income                                                                   9,157                       9,748
                                                                -----------------------      ----------------------
                                                                               512,887                     503,730
                                                                -----------------------      ----------------------
Limited partners:
    Beginning balance                                                       15,723,372                  18,026,552
    Net income                                                               1,066,119                   1,535,147
    Distributions ($20.00 and $76.77 per
       limited partner unit, respectively)                                  (1,000,000 )                (3,838,327 )
                                                                -----------------------      ----------------------
                                                                            15,789,491                  15,723,372
                                                                -----------------------      ----------------------

Total partners' capital                                                   $ 16,302,378                $ 16,227,102
                                                                =======================      ======================
</TABLE>

           See accompanying notes to condensed financial statements.



<PAGE>


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

<TABLE>
<CAPTION>

                                                                                    Six Months Ended
                                                                                        June 30,
                                                                                1999                 1998
                                                                           ----------------     ---------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                    $ 879,145           $ 812,900
                                                                           ----------------     ---------------

    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 )
       Investment in joint venture                                                      --            (437,308 )
       Collections on mortgage notes receivable                                  1,048,211              10,684
                                                                           ----------------     ---------------
          Net cash provided by investing activities                              2,161,970           1,573,596
                                                                           ----------------     ---------------

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

Net Increase (Decrease) in Cash and Cash Equivalents                             2,041,115            (526,831 )

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

Cash and Cash Equivalents at End of Period                                      $2,393,763           $ 834,459
                                                                           ================     ===============

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

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

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


</TABLE>



<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 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 and six months ended June 30, 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 six months ended June 30,  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.       Investment in Joint Ventures:

         In June 1999,  Halls Joint  Venture,  in which the  Partnership  owns a
         48.9% interest, sold its property to the tenant, in accordance with the
         purchase option under the lease agreement,  for $891,915. This resulted
         in a gain to the joint venture of approximately  $239,300 for financial
         reporting  purposes.  The property was originally  contributed to Halls
         Joint  Venture in February  1990 and had a total cost of  approximately
         $672,000,  excluding  acquisition  fees and  miscellaneous  acquisition
         expenses; therefore, the joint


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1999 and 1998


3.       Investment in Joint Ventures - Continued:

         venture sold the property for  approximately  $219,900 in excess of its
         original purchase price. The following presents the combined, condensed
         financial information for all of the Partnership's investments in joint
         ventures at:
<TABLE>
<CAPTION>

                                                                        June 30,                 December 31,
                                                                          1999                       1998
                                                                    -----------------         -------------------
<S> <C>
                  Land and buildings on
                       operating leases, less
                       accumulated depreciation                          $ 4,188,675                  $4,812,568
                  Net investment in direct
                       financing lease                                       813,268                     817,525
                  Cash                                                        16,469                      17,992
                  Restricted cash                                            887,114                          --
                  Receivables                                                     46                       5,168
                  Prepaid expenses                                               498                         458
                  Accrued rental income                                       76,713                     112,279
                  Liabilities                                                 44,127                      46,398
                  Partners' capital                                        5,938,656                   5,719,592
                  Revenues                                                   326,204                     555,103
                  Gain on sale of property                                   239,336                          --
                  Net income                                                 513,794                     454,922
</TABLE>

         The Partnership recognized income totaling $229,265 and $72,103 for the
         six months ended June 30, 1999 and 1998, respectively, from these joint
         venture,  $172,427 and $36,882 of which was earned  during the quarters
         ended June 30, 1999 and 1998, respectively.

4.       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
         six  months  ended  June  30,  1999,  the  Partnership   collected  the
         outstanding  balance of  $1,043,770  relating  to the  promissory  note
         accepted in  connection  with the sale of the  property  in St.  Cloud,
         Florida, and in connection  therewith,  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 and Six Months Ended June 30, 1999 and 1998


5.       Commitments and Contingencies:

         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 1,024,516  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 $20.00 per APF  Share,  the
         price  paid by APF  investors  (after an  adjustment  for a one for two
         reverse stock split  effective June 3, 1999) 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. 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 fourth 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 11,  1999,  four  limited  partners in several of the CNL Income
         Funds  served  a  lawsuit  against  the  general  partners  and  APF in
         connection  with the proposed  Merger.  On July 8, 1999, the plaintiffs
         amended  the  complaint  to add three  additional  limited  partners as
         plaintiffs.  Additionally,  on June 22,  1999,  a  limited  partner  in
         certain of the CNL Income  Funds  served a lawsuit  against the general
         partners, APF and CNL Fund Advisors, Inc. and certain of its affiliates
         in connection with the proposed  Merger.  The general  partners and APF
         believe  that the  lawsuits  are  without  merit  and  intend to defend
         vigorously against the claims. See Part II - Item 1. Legal Proceedings.



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              Quarters and Six Months Ended June 30, 1999 and 1998


6.       Concentration of Credit Risk:

         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 six months  ended
         June 30:
<TABLE>
<CAPTION>

                                                                        1999               1998
                                                                    --------------     -------------
<S> <C>

                  Golden Corral                                           $97,756           $97,756
                  Tony Roma's                                              92,190            92,735
                  Wendy's Old Fashioned Hamburger
                       Restaurants                                            N/A            86,336
</TABLE>

         The information denoted by N/A indicates that for the applicable period
         presented,  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 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.



<PAGE>


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

         CNL  Income  Fund V, Ltd.  (the  "Partnership")  is a  Florida  limited
partnership  that was organized on August 17, 1988, to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as  well  as  land  upon  which  restaurants  were to be
constructed,  which are leased  primarily  to operators of national and regional
fast-food and family-style  restaurant chains (collectively,  the "Properties").
The leases generally are triple-net leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of June 30,
1999, the  Partnership  owned 22 Properties,  which included  interests in three
Properties owned by joint ventures in which the Partnership is a co-venturer and
two   Properties   owned   with   affiliates   of  the   general   partners   as
tenants-in-common.

Capital Resources

         During the six months  ended June 30,  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) of $879,145 and $812,900,  respectively. The increase in
cash from  operations  for the six months  ended June 30,  1999,  is primarily a
result of changes in income and expenses as described in "Results of Operations"
below and changes in the Partnership's working capital.

         Other sources and uses of capital included the following during the six
months ended June 30, 1999.

         During the six months ended June 30,  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  general  partners
expect  to use the  proceeds  received  from  the sale of  these  Properties  to
reinvest in additional Properties or for other Partnership purposes.

         In June 1999,  Halls Joint  Venture,  in which the  Partnership  owns a
48.9%  interest,  sold its Property to the tenant in accordance  with the option
under its lease agreement to purchase the Property, for $891,915, resulting in a
gain to the joint  venture of  approximately  $239,300 for  financial  reporting
purposes.  The property was  originally  contributed  to Halls Joint  Venture in
February  1990  and  had a  total  cost  of  approximately  $672,000,  excluding
acquisition fees and miscellaneous  acquisition expenses;  therefore,  the joint
venture sold the Property for  approximately  $219,900 in excess of its original
purchase price. The general partners believe that the transaction,  or a portion
thereof,  relating to the sale of the Property  owned by Halls Joint Venture and
the  reinvestment  of  the  proceeds  will  qualify  as  a  like-kind   exchange
transaction for federal income tax purposes.



<PAGE>


         As of December 31, 1998,  the  Partnership  had accepted two promissory
notes  in  connection  with the sale of two of its  Properties.  During  the six
months ended June 30, 1999, the Partnership collected the outstanding balance of
$1,043,770  relating to the promissory note accepted in connection with the sale
of the Property in St. Cloud,  Florida.  The Partnership intends to reinvest the
amounts collected in additional Properties.

         Currently,  rental income from the  Partnership's  Properties,  and any
amounts  collected under its promissory  notes, as described  above, 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  such  as  demand  deposit  accounts  at  commercial  banks,
certificates  of  deposit,  and money  market  accounts  with less than a 30-day
maturity date,  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 June 30,  1999,  the  Partnership  had
$2,393,763 invested in such short-term  investments,  as compared to $352,648 at
December 31, 1998.  The increase in cash and cash  equivalents at June 30, 1999,
is primarily  attributable to the receipt of net sales proceeds  relating to the
sales of the Properties in Endicott and Ithaca, New York, and the receipt of the
remaining  outstanding balance of the mortgage note receivable,  relating to the
prior sale of a Property in St. Cloud,  Florida,  as described  above. The funds
remaining at June 30, 1999, will be used towards the  reinvestment in additional
Properties and to pay distributions and other liabilities.

Short-Term Liquidity

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

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

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

         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,  and for the six
months ended June 30, 1998, proceeds received from the sales of Properties,  the
Partnership  declared  distributions  to the limited  partners of $1,000,000 and
$2,838,327  for the six  months  ended  June 30,  1999 and  1998,  respectively,
($500,000 for each of the quarters ended June 30, 1999 and 1998,  respectively).
This represents distributions for the six months ended June 30, 1999 and 1998 of
$20.00  and  $56.77  per  unit,  respectively  ($10.00  per unit for each of the
quarters ended June 30, 1999 and 1998).  Distributions  for the six months ended
June 30, 1998,  included $1,838,327 as a result of the distribution of net sales
proceeds from the sale of Properties.  No distributions were made to the general
partners  for the  quarters  and six  months  ended June 30,  1999 and 1998.  No
amounts  distributed to the limited  partners for six months ended June 30, 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.

         Total liabilities of the Partnership  increased to $903,329 at June 30,
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  and an
increase  in amounts  due to related  parties at June 30,  1999,  as compared to
December 31, 1998.  Liabilities at June 30, 1999, to the extent they exceed cash
and cash equivalents at June 30, 1999 (excluding  amounts held  representing net
sales proceeds from the sale of Properties and collections  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.

Long-Term Liquidity

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

Results of Operations

         During the six months  ended June 30,  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 six months  ended June 30,  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 with the Properties,
during  the six  months  ended  June 30,  1999 and 1998,  the  Partnership,  and
CNL/Longacre  Joint  Venture,  earned  $667,285 and $713,849,  respectively,  in
rental  income from  operating  leases and earned  income from direct  financing
leases, $328,354 and $328,088 of which was earned during the quarters ended June
30, 1999 and 1998, respectively. The decrease in rental and earned income during
the six months ended June 30, 1999, as compared to the six months ended June 30,
1998,  is partially  attributable  to a decrease of  approximately  $39,600 as a
result  of the  sales of the  Properties  during  1999,  as  described  above in
"Capital  Resources," and 1998. The Partnership intends to reinvest the majority
of the net sales proceeds in additional Properties.

         Rental and earned income also decreased by approximately  $8,900 during
the six months  ended  June 30,  1999 due to the fact that in August  1998,  the
tenant of the  Property  in  Daleville,  Indiana  terminated  the lease with the
Partnership.  The Partnership is currently seeking a new tenant or purchaser for
this Property.

         The  decrease in rental and earned  income  during the six months ended
June 30, 1999, as compared to the six months ended June 30, 1998,  was partially
offset by an increase of  approximately  $9,000 during the six months ended June
30,  1999,  resulting  from the  Partnership  entering  into a new lease for the
Property in South Haven, Michigan during the six months ended June 30, 1998.



<PAGE>


         Rental and earned  income during the quarters and six months ended June
30, 1999 and 1998,  continued to remain at reduced  amounts due to the fact that
the  Partnership  is not receiving  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
executes new leases or until the  Properties  are sold and these  proceeds  from
such sales are reinvested in additional Properties. The Partnership is currently
seeking new  tenants or  purchasers  for these  Properties  and the  Property in
Daleville, Indiana, as described above.

         During the six months  ended June 30,  1999 and 1998,  the  Partnership
also  owned  and  leased  three  Properties  indirectly  through  joint  venture
arrangements  (which included one Property in Halls Joint Venture which was sold
in June 1999) and two  Properties as  tenants-in-common  with  affiliates of the
general partners. In connection therewith,  during the six months ended June 30,
1999 and 1998,  the  Partnership  earned  $229,265  and  $72,103,  respectively,
$172,427  and $36,882 of which were earned  during the  quarters  ended June 30,
1999 and 1998,  respectively.  The increase in net income  earned by these joint
ventures  during the quarter and six months ended June 30, 1999,  as compared to
the quarter and six months ended June 30, 1998, is primarily attributable to the
fact that in June 1999,  Halls Joint Venture,  in which the  Partnership  owns a
48.9%  interest,  recognized  a gain of  approximately  $239,300  for  financial
reporting  purposes  as a result of the sale of its  Property  in June 1999,  as
described  above in "Capital  Resources."  Because the joint venture  intends to
reinvest the sales proceeds in an additional Property,  the Partnership does not
anticipate that the sale of the Property will have a material  adverse effect on
operations.  The increase  during the quarter and six months ended June 30, 1999
is also  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 six months  ended June 30,  1999 and 1998,  the  Partnership
also earned $101,974 and $164,856,  respectively,  in interest and other income,
$43,320 and $72,498 of which were earned during the quarters ended June 30, 1999
and 1998,  respectively.  The  decrease  during the quarter and six months ended
June 30, 1999 was 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 Partnership collected the
remaining  outstanding  balance of the mortgage  note during the quarter and six
months ended June 30, 1999, as described above in "Capital  Resources." Interest
and other income was also lower during the quarter and six months ended June 30,
1999,  partially  due to the fact that during the  quarter and six months  ended
June 30,  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.

         During at least one of the six  months  ended  June 30,  1999 and 1998,
three restaurant chains,  Golden Corral Family Steakhouse  Restaurants  ("Golden
Corral") and Tony Roma's Famous for Ribs Restaurant  ("Tony Roma's") and Wendy's
Old Fashioned Hamburger  Restaurants  ("Wendy'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
Golden Corral and Tony Roma's 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 for the remainder of 1999. Any failure of these 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 $327,842 and
$249,333 for the six months ended June 30, 1999 and 1998, respectively, of which
$176,992 and  $125,144  were  incurred for the quarters  ended June 30, 1999 and
1998,  respectively.  The increase in operating  expenses during the quarter and
six months ended June 30, 1999,  as compared to the quarter and six months ended
June 30,  1998,  was  primarily  attributable  to the fact that the  Partnership
incurred  $59,718 and $91,188  during the quarter and six months  ended June 30,
1999,  respectively,  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  below.  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.

         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, have incurred and expects to continue to incur operating expenses
such as repairs  and  maintenance,  insurance,  and real  estate  tax  expenses,
relating to these  Properties  until the Properties are sold or re-leased to new
tenants.

         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 $181,919 and $1,783 during
the six months  ended  June 30,  1999 and 1998,  respectively,  $309 and $992 of
which  were  recognized  during  the  quarters  ended  June 30,  1999 and  1998,
respectively.  The increase in the gain  recognized  during the six months ended
June 30,  1999,  as  compared  to the six months  ended June 30,  1998,  and the
decrease  during the quarter ended June 30, 1999, is due to the fact that during
the six months ended June 30, 1999,  the  Partnership  collected  the  remaining
outstanding balance relating to the promissory note collateralized by a Property
in St. Cloud, Florida, as described above in "Capital Resources," which resulted
in the  recognition  of the  remaining  deferred  gain for  financial  reporting
purposes.

         As a result of the 1999 sales of the  Properties as described  above in
"Capital  Resources,"  and the 1998  sales  of the  Properties  in Port  Orange,
Florida and Tyler, Texas, the Partnership recognized total gains of $213,503 and
$440,822,  for financial reporting purposes during the six months ended June 30,
1999 and 1998, respectively.

         During the quarter and six months ended June 30, 1998, the  Partnership
established an allowance for loss on land and building of $152,633 for financial
reporting  purposes  relating to the  Property in  Belding,  Michigan,  which is
vacant  and which  the  Partnership  has not  successfully  re-leased.  The loss
represents the difference between the Property's carrying value at June 30, 1998
and the current estimate of net realizable value at June 30, 1998. No additional
allowance  was deemed  necessary  for the quarter and six months  ended June 30,
1999.



<PAGE>


Proposed Merger

         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").  As consideration  for the Merger,  APF
has agreed to issue  1,024,516  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 $20.00 per APF Share,  the price paid
by APF  investors  (after an  adjustment  for a one for two reverse  stock split
effective June 3, 1999) 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. 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 fourth 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 11,  1999,  four  limited  partners in several of the CNL Income
Funds served a lawsuit  against the general  partners and APF in connection with
the proposed  Merger.  On July 8, 1999, the plaintiffs  amended the complaint to
add three additional limited partners as plaintiffs.  Additionally,  on June 22,
1999,  a limited  partner in certain  of the CNL Income  Funds  served a lawsuit
against the general partners, APF and CNL Fund Advisors, Inc. and certain of its
affiliates in connection with the proposed Merger.  The general partners and APF
believe  that the  lawsuits  are without  merit and intend to defend  vigorously
against the claims. See Part II - Item 1. Legal Proceedings.

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.  As  of  June  30,  1999  the
Partnership did not have any information or non-information  technology systems.
The general  partners  and  certain of the  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
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  certain of 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 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  that 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 their  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  will 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.

         Based upon the progress the general  partners and their 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,  we  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 June 30, 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 11, 1999, four limited partners in several CNL Income Funds
              served a derivative and purported class action lawsuit filed April
              22, 1999 against the general partners and APF in the Circuit Court
              of the Ninth Judicial Circuit of Orange County, Florida,  alleging
              that the general  partners  breached  their  fiduciary  duties and
              violated  provisions of certain of the CNL Income Fund partnership
              agreements in connection with the proposed Merger.  The plaintiffs
              are seeking  unspecified  damages and equitable relief. On July 8,
              1999, the plaintiffs filed an amended complaint which, in addition
              to naming three  additional  plaintiffs,  includes  allegations of
              aiding and abetting and  conspiring  to breach  fiduciary  duties,
              negligence and breach of duty of good faith against certain of the
              defendants and seeks additional  equitable relief. As amended, the
              caption  of the  case is Jon  Hale,  Mary J.  Hewitt,  Charles  A.
              Hewitt,  Gretchen  M.  Hewitt  Bernard J.  Schulte,  Edward M. and
              Margaret  Berol Trust,  and Vicky Berol v. James M.  Seneff,  Jr.,
              Robert  A.  Bourne,  CNL  Realty  Corporation,  and  CNL  American
              Properties Fund, Inc., Case No. CIO-99-0003561.

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

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.



<PAGE>


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") dated March 11, 1999 and
                                    as amended June 4, 1999 (Filed as Appendix B
                                    to  the   Prospectus   Supplement   for  the
                                    Registrant, constituting a part of Amendment
                                    No. 1 to 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.)

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

                           10.1     Management  Agreement  (Included  as Exhibit
                                    10.1 to Form 10-K filed with the  Securities
                                    and Exchange  Commission  on March 31, 1994,
                                    and incorporated herein by reference.)

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

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

                           27       Financial Data Schedule (Filed herewith.)

                  (b)      Reports on Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended June 30, 1999.


<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 9th day of August, 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)