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 September 30, 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                  5-7

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      8-10

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                              10

   Item 4.    Controls and Procedures                                      11

Part II

   Other Information                                                       12-13




<PAGE>


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

                                                                           September 30,             December 31,
                                                                               2004                      2003
                                                                         ------------------       -------------------
                               ASSETS

   Real estate properties with operating leases, net                     $       6,161,352        $        6,284,472
   Net investment in direct financing leases                                     1,883,433                 1,923,686
   Real estate held for sale                                                       318,500                   387,625
   Investment in joint ventures                                                  1,126,278                 1,147,758
   Cash and cash equivalents                                                       354,652                   380,486
   Receivables, less allowance for doubtful accounts
       of $99,952 and $60,252, respectively                                         15,457                     1,774
   Due from related parties                                                             --                       745
   Accrued rental income                                                           485,030                   471,990
   Other assets                                                                      7,324                     6,344
                                                                         ------------------       -------------------

                                                                         $      10,352,026        $       10,604,880
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                 $          57,390        $            6,459
   Real estate taxes payable                                                         9,108                    10,583
   Distributions payable                                                           281,571                   281,571
   Due to related parties                                                          246,555                   209,019
   Rents paid in advance and deposits                                               21,481                    29,072
                                                                         ------------------       -------------------
       Total liabilities                                                           616,105                   536,704

   Minority interest                                                               694,067                   695,535

   Partners' capital                                                             9,041,854                 9,372,641
                                                                         ------------------       -------------------

                                                                         $      10,352,026        $       10,604,880
                                                                         ==================       ===================
</TABLE>
           See accompanying notes to condensed financial statements.

                                        1

<PAGE>


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

                                                                   Quarter Ended                  Nine Months Ended
                                                                   September 30,                    September 30,
                                                               2004              2003           2004            2003
                                                           -------------     -------------  -------------- ---------------
Revenues:
    Rental income from operating leases                    $    222,431      $    216,395   $     683,251  $      663,862
    Earned income from direct financing leases                   51,527            52,890         155,636         159,621
    Contingent rental income                                     17,662            13,394          46,614          47,695
    Interest and other income                                       241             1,071           1,373           2,206
                                                           -------------     -------------  -------------- ---------------
                                                                291,861           283,750         886,874         873,384
                                                           -------------     -------------  -------------- ---------------

Expenses:
    General operating and administrative                         75,361            43,899         186,892         135,958
    Property related                                              3,237             3,028           6,186           5,984
    State and other taxes                                            --               200           5,051           4,948
    Depreciation                                                 41,040            41,040         123,120         123,120
    Provision for write-down of assets                               --            72,734              --          72,734
                                                           -------------     -------------  -------------- ---------------
                                                                119,638           160,901         321,249         342,744
                                                           -------------     -------------  -------------- ---------------

Income before minority interest and equity in
    earnings of unconsolidated joint ventures                   172,223           122,849         565,625         530,640

Minority interest                                               (18,597)          (18,750)        (55,975)        (56,358)

Equity in earnings of unconsolidated joint ventures              27,666            27,916          83,182          84,300
                                                           -------------     -------------  -------------- ---------------

Income from continuing operations                               181,292           132,015         592,832         558,582
                                                           -------------     -------------  -------------- ---------------

Discontinued operations:
    Loss from discontinued operations                            (2,494)           (6,491)        (78,906)         (3,335)
                                                           -------------     -------------  -------------- ---------------

Net income                                                 $    178,798      $    125,524   $     513,926  $      555,247
                                                           =============     =============  ============== ===============

Income (loss) per limited partner unit:
    Continuing operations                                  $       3.63      $       2.64   $       11.86  $        11.17
    Discontinued operations                                       (0.05)            (0.13)          (1.58)          (0.07)
                                                           -------------     -------------  -------------- ---------------
                                                           $       3.58      $       2.51   $       10.28  $        11.10
                                                           =============     =============  ============== ===============

Weighted average number of limited partner
    units outstanding                                            50,000            50,000          50,000          50,000
                                                           =============     =============  ============== ===============
</TABLE>
           See accompanying notes to condensed financial statements.

                                        2

<PAGE>

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

                                                                    Nine Months Ended           Year Ended
                                                                      September 30,            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                                                                513,926               791,448
      Distributions ($16.89 and $23.92 per
         limited partner unit, respectively)                                   (844,713)           (1,195,945)
                                                                   ---------------------     -----------------
                                                                              8,527,828             8,858,615
                                                                   ---------------------     -----------------

  Total partners' capital                                          $          9,041,854      $      9,372,641
                                                                   =====================     =================
</TABLE>
           See accompanying notes to condensed financial statements.

                                        3

<PAGE>

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

                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                                    2004               2003
                                                                               ----------------    ---------------

  Net cash provided by operating activities                                    $       876,322     $      844,655
                                                                               ----------------    ---------------

  Cash flows from financing activities:
      Distributions to limited partners                                               (844,713)          (984,036)
      Distributions to holder of minority interest                                     (57,443)           (54,998)
                                                                               ----------------    ---------------
         Net cash used in financing activities                                        (902,156)        (1,039,034)
                                                                               ----------------    ---------------

  Net decrease in cash and cash equivalents                                            (25,834)          (194,379)

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

  Cash and cash equivalents at end of period                                   $       354,652     $      263,784
                                                                               ================    ===============

  Supplemental schedule of non-cash financing activities:

      Distributions declared and unpaid at end of
         period                                                                $       281,571     $      281,571
                                                                               ================    ===============
</TABLE>
           See accompanying notes to condensed financial statements.

                                        4


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 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 and nine months ended  September 30, 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  adopted FIN 46R during the quarter  ended
         March 31, 2004,  which  resulted in the  consolidation  of a previously
         unconsolidated  joint  venture,  which had been accounted for under the
         equity method. 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.  Such  consolidation  resulted in certain assets and
         minority  interest,  and revenues and  expenses,  of the entity,  being
         reported on a gross basis in the  Partnership's  financial  statements;
         however,  these  restatements had no effect on partners' capital or net
         income.

2.       Discontinued Operations

         In July  2003,  the  Partnership  identified  for  sale a  property  in
         Livingston, Texas that was classified as discontinued operations in the
         accompanying  financial  statements.   During  the  nine  months  ended
         September 30, 2004, the Partnership recorded a provision for write-down
         of assets in anticipation  of the sale of this property.  The provision
         represented  the difference  between the carrying value of the property
         and its estimated fair value.  As of November 5, 2004, the  Partnership
         had entered in to a  contract,  with a third party for the sale of this
         Property. The sale is expected to occur during December 2004.

                                       5
<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2004 and 2003


2.       Discontinued Operations - Continued

         The  operating  results of the  discontinued  operations  for the above
         property are as follows:
<TABLE>
<CAPTION>
<S><C>
                                                                                    Nine Months Ended
                                                Quarter Ended September 30,           September 30,
                                                 2004             2003            2004            2003
                                             --------------   --------------  -------------   --------------

               Rental revenues               $          --    $         693   $         --    $      23,737
               Expenses                             (2,494)          (7,184)        (9,781)         (21,945)
               Provision for write-down
               of assets                                --               --        (69,125)          (5,127)
                                             --------------   --------------  -------------   --------------
               Loss from discontinued
               operations                    $      (2,494)   $      (6,491)  $    (78,906)          (3,335)
                                             ==============   ==============  =============   ==============
</TABLE>

3.       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 nine months ended September 30:
<TABLE>
<CAPTION>
<S><C>
                                                                        2004              2003
                                                                   ---------------    --------------

                Slaymaker Group, Inc.                              $      132,174     $     133,675
                RT Orlando Franchise, LP                                  119,480           120,628
                IHOP Properties, Inc.                                     104,591           104,591
                Golden Corral Corporation                                     N/A            99,113
</TABLE>

         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 nine months ended September 30:
<TABLE>
<CAPTION>
<S><C>
                                                                        2004              2003
                                                                    --------------    -------------

                Tony Romas                                          $     132,174     $     133,675
                Ruby Tuesday                                              119,480           120,628
                IHOP                                                      104,590           104,591
                Golden Corral Buffet and Grill                                N/A           118,909
</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 properties  have some  geographic  diversity in the United
         States  and the  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 if the Partnership is not able to re-lease the properties in
         a timely manner.
                                       6
<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2004 and 2003


4.       Merger Transaction

         On August 9, 2004, the Partnership entered into a definitive  Agreement
         and Plan of Merger  pursuant  to which the  Partnership  will be merged
         with a subsidiary of U.S. Restaurant Properties,  Inc. (NYSE: USV). The
         merger is one of multiple concurrent  transactions pursuant to which 17
         other  affiliated  limited  partnerships  also  will be  merged  with a
         subsidiary  of  U.S.  Restaurant  Properties,  Inc.  and in  which  CNL
         Restaurant  Properties,  Inc., an  affiliate,  also will be merged with
         U.S.  Restaurant  Properties,  Inc.  CNL  Restaurant  Properties,  Inc.
         currently  provides  property  management  and  other  services  to the
         Partnership.  The merger of the  Partnership  (and each of the 17 other
         affiliated mergers) is subject to certain conditions including approval
         by a majority of the limited partners, consummation of a minimum number
         of limited partnership mergers representing at least 75.0% in value (as
         measured  by the  value of the  merger  consideration)  of all  limited
         partnerships,  consummation  of  the  merger  between  U.S.  Restaurant
         Properties,  Inc. and CNL Restaurant Properties,  Inc., approval of the
         shareholders of U.S. Restaurant  Properties,  Inc., and availability of
         financing.  The  transaction is expected to be consummated in the first
         quarter of 2005.

         Under  the  terms  of  the  merger  agreement,  if the  transaction  is
         approved,  the limited  partners  will receive total  consideration  of
         approximately  $12.54  million,   consisting  of  approximately  $10.49
         million in cash and  approximately  $2.05  million  in U.S.  Restaurant
         Properties, Inc. Series A Convertible Preferred Stock that is listed on
         the New York Stock  Exchange.  The general  partners will receive total
         consideration  of  approximately  $414,000  consisting of approximately
         $346,000 in cash and approximately $68,000 in preferred stock.

                                       7
<PAGE>


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

         CNL Income Fund V, Ltd. (the "Partnership," which may be referred to as
"we," "us," or "our") 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 September 30,
2004 and 2003, we owned 12 Properties  directly and four  Properties  indirectly
through joint venture or tenancy in common arrangements.

Merger Transaction

         The general  partners  believe their  primary  objective is to maintain
current operations with restaurant operators as successfully as possible,  while
evaluating  strategic  alternatives,  including  alternatives  that may  provide
liquidity to the limited  partners.  Real estate  markets are strong  throughout
much of the nation,  and the performance of restaurants  has generally  improved
after several  challenging years. As a result, the general partners believe that
this is an attractive  period for a strategic event to monetize the interests of
the limited partners.

         In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement  and  Plan of  Merger  pursuant  to  which  we will be  merged  with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent  transactions  pursuant to which 17 other affiliated limited
partnerships  also  will  be  merged  with  a  subsidiary  of  U.S.   Restaurant
Properties,  Inc. and in which CNL  Restaurant  Properties,  Inc., an affiliate,
also will be merged with U.S. Restaurant  Properties,  Inc. Our merger (and each
of the 17 other affiliated  mergers) is subject to certain conditions  including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by  the  value  of  the  merger  consideration)  of  all  limited  partnerships,
consummation  of the merger  between U.S.  Restaurant  Properties,  Inc. and CNL
Restaurant  Properties,  Inc.,  approval of the shareholders of U.S.  Restaurant
Properties,  Inc., and availability of financing.  U.S.  Restaurant  Properties,
Inc.  is a real  estate  investment  trust  (REIT)  that  focuses  primarily  on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.

         Under  the  terms  of  the  merger  agreement,  if the  transaction  is
approved, our limited partners will receive total consideration of approximately
$12.54  million,   consisting  of  approximately  $10.49  million  in  cash  and
approximately  $2.05  million  in U.S.  Restaurant  Properties,  Inc.  Series  A
Convertible  Preferred Stock that is listed on the New York Stock Exchange.  The
general  partners will receive total  consideration  of  approximately  $414,000
consisting  of  approximately  $346,000  in cash and  approximately  $68,000  in
preferred stock.

         We received an opinion from Wachovia  Capital  Markets,  LLC that as of
August 9, 2004 the merger  consideration  to be  received  by the holders of our
general and limited  partnership  interests is fair,  from a financial  point of
view, to such holders.

         As reflected  above, the  contemplated  transactions  are complex,  and
contingent upon certain conditions. The restaurant marketplace,  the real estate
industry,  and the equities markets, all individually or taken as a whole, could
impact the  economics of this  transaction.  As a result,  there is no assurance
that we will be successful in completing the contemplated transaction.

Capital Resources

         Net cash provided by operating activities was $876,322 and $844,655 for
the nine months ended  September 30, 2004 and 2003,  respectively.  At September
30, 2004, we had $354,652 in cash and cash  equivalents  as compared to $380,486
at December 31, 2003.  At  September  30, 2004,  these funds were held in demand
deposit accounts at a commercial bank. The funds remaining at September 30, 2004
will be used to pay distributions and other liabilities.

                                       8
<PAGE>

Short-Term Liquidity

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

         Our  short-term   liquidity   requirements  consist  primarily  of  our
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
our operations.

         We  generally  distribute  cash  from  operations  remaining  after the
payment of operating expenses, 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 nine months ended September 30, 2004,
net  proceeds  from  the  sale  of a  Property  in a  prior  year,  we  declared
distributions  to the limited  partners of $844,713  and  $914,374  for the nine
months ended September 30, 2004 and 2003, respectively ($281,571 for each of the
quarters ended September 30, 2004 and 2003).  This represents  distributions  of
$16.89 and $18.29 per unit for the nine  months  ended  September  30,  2004 and
2003,  respectively ($5.63 per unit for each of the quarters ended September 30,
2004 and 2003).  As a result of the sales of the  Properties in previous  years,
our  total  revenues  have  declined  and are  expected  to  remain  reduced  in
subsequent  periods,  while the majority of our operating expenses have remained
fixed  and are  expected  to remain  fixed.  No  distributions  were made to the
general  partners for the quarters and nine months ended  September 30, 2004 and
2003.  We  intend  to  continue  to make  distributions  of cash to the  limited
partners on a quarterly basis.

         Total liabilities,  including  distributions  payable, were $616,105 at
September 30, 2004,  as compared to $536,704 at December 31, 2003.  The increase
was  primarily due to an increase in accounts  payable and accrued  expenses and
amounts due to related parties.  Total liabilities at September 30, 2004, to the
extent they exceed cash and cash equivalents at September 30, 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.

Long-Term Liquidity

         We have no long-term debt or other long-term liquidity requirements.

Results of Operations

         Rental  revenues from  continuing  operations  were $838,887 during the
nine months ended  September 30, 2004,  as compared to $823,483  during the same
period of 2003,  $273,958  and  $269,285 of which were  earned  during the third
quarters of 2004 and 2003,  respectively.  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 nine months ended  September 30, 2004, we earned  $46,614 in
contingent  rental  income,  as compared to $47,695 for the same period of 2003,
$17,662 and $13,394 of which were earned  during the third  quarters of 2004 and
2003, respectively.

         We earned $83,182  attributable to net income earned by  unconsolidated
joint ventures  during the nine months ended  September 30, 2004, as compared to
$84,300 during the same period of 2003, $27,666 and $27,916 of which were earned
during the quarters ended September 30, 2004 and 2003, respectively.  Net income
earned by  unconsolidated  joint  ventures  during 2004, as compared to the same
periods of 2003, remained relatively constant,  as the leased property portfolio
owned by the joint ventures and the tenancies in common did not change.

         In  October  2003,  Chevy's,  Inc.,  the  tenant  of  the  Property  in
Vancouver,  Washington, which we own as tenants-in-common with affiliates of the
general partners,  filed for Chapter 11 bankruptcy  protection.  We own a 27.78%
interest in this  Property.  While the tenant has neither  rejected nor affirmed
the one lease it has with us, 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.

                                       9
<PAGE>

         During the nine months ended September 30, 2004,  three of our lessees,
Slaymaker Group, Inc., RT Orlando Franchise,  LP and IHOP Properties,  Inc. each
contributed  more than 10% of our total rental revenues  (including total rental
revenues  from the  consolidated  joint  venture  and our 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).  We anticipate  that
based on the minimum rental payments required by the leases, these three lessees
will each continue to contribute more than 10% of our total rental revenues.  In
addition,  during the nine months ended  September  30, 2004,  three  restaurant
chains,  Tony Romas,  Ruby Tuesday and IHOP each  accounted for more than 10% of
our total rental revenues (including total rental revenues from the consolidated
joint venture and our share of total rental  revenues from the Property owned by
the joint venture and Properties owned with affiliates as tenants-in-common). We
anticipate that these three restaurant  chains will each continue to account for
more than 10% of the total rental  revenues to which we are  entitled  under the
terms of the leases.  Any  failure of these  lessees or  restaurant  chains will
materially  affect  our  operating  results if we are not able to  re-lease  the
Properties in a timely manner.

         Operating expenses,  including  depreciation  expense and provision for
write-down of assets,  were $321,249  during the nine months ended September 30,
2004,  as  compared to $342,744  during the same  period of 2003,  $119,638  and
$160,901 of which were incurred during the quarters ended September 30, 2004 and
2003,  respectively.  Operating expenses were higher during the quarter and nine
months ended  September  2003 because we recorded a provision for  write-down of
assets of  approximately  $72,700 related to the parcel of land in Connorsville,
Indiana,  in anticipation of its sale. The decrease in operating expenses during
the quarter and nine months ended  September 30, 2004,  was partially  offset by
incurring additional general operating and administrative  expenses,  including,
primarily,  legal  fees  incurred  in  connection  with the  merger  transaction
described above.

         We recognized losses from discontinued operations (rental revenues less
property  related  expenses and provision  for  write-down of assets) of $78,906
during the nine months ended  September  30, 2004,  as compared to $3,335 during
the same period of 2003,  $2,494 and $6,491 of which were recognized  during the
quarters  ended  September  30,  2004 and 2003,  respectively,  relating  to the
Property in Livingston,  Texas. In July 2004, we entered into a contract to sell
this Property and as a result,  during the nine months ended September 30, 2004,
we recorded a provision for write-down of assets of approximately  $69,100 based
on the  anticipated  sales  proceeds.  The provision  represented the difference
between the carrying  value of the property and its  estimated  fair value.  The
tenant experienced financial difficulties,  vacated the Property in May 2003 and
ceased  making  rental  payments.  As of November 5, 2004,  we had not sold this
Property.

         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. We adopted
FIN 46R  during  the  quarter  ended  March  31,  2004,  which  resulted  in the
consolidation of a previously  unconsolidated  joint venture, RTO Joint Venture,
which had been accounted for under the equity method.  FIN 46R does not require,
but does permit  restatement  of  previously  issued  financial  statements.  We
restated prior year's financial statements to maintain comparability between the
periods presented.  Such  consolidation  resulted in certain assets and minority
interest,  and revenues and expenses,  of the entity,  being reported on a gross
basis in our financial statements;  however, these restatements had no effect on
partners' capital or net income.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

                                       10
<PAGE>

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 our
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 our 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.

                                       11
<PAGE>


                           PART II. OTHER INFORMATION


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

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
         ------------------------------------------------------------
         Inapplicable.

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

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

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

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

         (a)    Exhibits

                2.1     Agreement  and  Plan of  Merger  among  U.S.  Restaurant
                        Properties,  Inc.,  Ivanhoe  Acquisition V, LLC, and CNL
                        Income  Fund  V,  Ltd.,  dated  as of  August  9,  2004.
                        (Included  as  Exhibit  99.2 to Form 8-K filed  with the
                        Securities  and Exchange  Commission  on August 9, 2004,
                        and incorporated herein by reference.)

                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.)

                                       12
<PAGE>

                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.)

                                       13
<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 10th day of November 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

                Exhibits

                2.1     Agreement  and  Plan of  Merger  among  U.S.  Restaurant
                        Properties,  Inc.,  Ivanhoe  Acquisition V, LLC, and CNL
                        Income  Fund  V,  Ltd.,  dated  as of  August  9,  2004.
                        (Included  as  Exhibit  99.2 to Form 8-K filed  with the
                        Securities  and Exchange  Commission  on August 9, 2004,
                        and incorporated herein by reference.)

                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.)
<PAGE>

                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