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, 2002
   --------------------------------------------------------------------------

                                       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 _________





<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                   8-11

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                           11

   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>


                                                                           September 30,             December 31,
                                                                               2002                      2001
                                                                         ------------------       -------------------

 <c>
                               ASSETS

   Land and buildings on operating leases, net                               $   6,434,316             $   7,799,714
   Net investment in direct financing leases                                     1,204,976                 1,228,690
   Real estate held for sale                                                            --                   630,820
   Investment in joint ventures                                                  1,933,361                 1,930,836
   Cash and cash equivalents                                                       551,477                   313,783
   Receivables, less allowance for doubtful accounts
       of $35,317 in 2001                                                           26,749                    48,750
   Accrued rental income                                                           355,644                   349,296
   Other assets                                                                      3,765                     4,165
                                                                         ------------------       -------------------

                                                                             $  10,510,288             $  12,306,054
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                           $     14,018              $     10,873
   Real estate taxes payable                                                         6,237                     9,496
   Distributions payable                                                           351,233                   430,258
   Due to related parties                                                          212,964                   118,585
   Rents paid in advance and deposits                                               10,370                     4,583
                                                                         ------------------       -------------------
       Total liabilities                                                           594,822                   573,795

   Partners' capital                                                             9,915,466                11,732,259
                                                                         ------------------       -------------------

                                                                             $  10,510,288             $  12,306,054
                                                                         ==================       ===================
</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                   Nine Months Ended
                                                                    September 30,                     September 30,
                                                                2002            2001               2002            2001
                                                            -------------   --------------    ---------------  -------------

 <c>
Revenues:
    Rental income from operating leases                        $ 222,031       $  236,865        $   671,302      $ 713,400
    Earned income from direct financing leases                    33,019           34,525             99,666        105,797
    Contingent rental income                                      19,745           18,184             40,060         39,447
    Lease termination income                                          --           13,373                 --         13,373
    Interest and other income                                      2,349            5,992             10,962        103,207
                                                            -------------   --------------    ---------------  -------------
                                                                 277,144          308,939            821,990        975,224
                                                            -------------   --------------    ---------------  -------------

Expenses:
    General operating and administrative                          41,455           28,882            151,272        175,024
    Property expenses                                              3,453           15,117             23,713         42,214
    State and other taxes                                             --               --              9,805          2,840
    Depreciation and amortization                                 44,619           48,597            133,858        164,776
    Provision for write-down of assets                                --           67,641                 --        156,644
                                                            -------------   --------------    ---------------  -------------
                                                                  89,527          160,237            318,648        541,498
                                                            -------------   --------------    ---------------  -------------

Income Before Gain on Sale of Assets and Equity in
    Earnings of Joint Ventures                                   187,617          148,702            503,342        433,726

Gain on Sale of Assets                                                --               --            571,759        171,130

Equity in Earnings of Joint Ventures                              50,763           37,132            147,998        106,479
                                                            -------------   --------------    ---------------  -------------

Income from Continuing Operations                                238,380          185,834          1,223,099        711,335
                                                            -------------   --------------    ---------------  -------------

Discontinued Operations (Note 4):
    Income (loss) from discontinued operations, net                  305           28,332             (7,048 )       85,836
    Gain on disposal of discontinued operations, net                  --               --            193,496             --
                                                            -------------   --------------    ---------------  -------------
                                                                     305           28,332            186,448         85,836
                                                            -------------   --------------    ---------------  -------------

Net Income                                                     $ 238,685       $  214,166       $  1,409,547      $ 797,171
                                                            =============   ==============    ===============  =============

Income Per Limited Partner Unit
Continuing Operations                                           $   4.77        $    3.72         $    24.46      $   14.23
Discontinued Operations                                               --             0.56               3.73           1.71
                                                            -------------   --------------    ---------------  -------------

Total                                                           $   4.77        $    4.28         $    28.19      $   15.94
                                                            =============   ==============    ===============  =============

Weighted Average Number of Limited Partner
    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>


                                                                   Nine Months Ended           Year Ended
                                                                     September 30,            December 31,
                                                                         2002                     2001
                                                                 ----------------------     ------------------

 <c>

General partners:
    Beginning balance                                                   $      514,026           $    514,026
    Net income                                                                      --                     --
                                                                 ----------------------     ------------------
                                                                               514,026                514,026
                                                                 ----------------------     ------------------
Limited partners:
    Beginning balance                                                       11,218,233             13,743,292
    Net income                                                               1,409,547                945,973
    Distributions ($64.53 and $69.42 per
       limited partner unit, respectively)                                  (3,226,340 )           (3,471,032 )
                                                                 ----------------------     ------------------
                                                                             9,401,440             11,218,233
                                                                 ----------------------     ------------------

Total partners' capital                                                $     9,915,466         $   11,732,259
                                                                 ======================     ==================

</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>


                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                   2002                2001
                                                                              ----------------    ----------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                     $   793,251        $  1,074,380
                                                                              ----------------    ----------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                     2,749,808             300,386
       Collections on mortgage note receivable                                             --             987,881
                                                                              ----------------    ----------------
          Net cash provided by investing activities                                 2,749,808           1,288,267
                                                                              ----------------    ----------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                           (3,305,365 )        (3,048,016 )
                                                                              ----------------    ----------------
          Net cash used in financing activities                                    (3,305,365 )        (3,048,016 )
                                                                              ----------------    ----------------

Net Increase (Decrease) in Cash and Cash Equivalents                                  237,694            (685,369 )

Cash and Cash Equivalents at Beginning of Period                                      313,783           1,137,958
                                                                              ----------------    ----------------

Cash and Cash Equivalents at End of Period                                        $   551,477         $   452,589
                                                                              ================    ================

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

       Deferred real estate disposition fees incurred
          and unpaid at end of period                                             $    83,430          $    9,750
                                                                              ================    ================

       Distributions declared and unpaid at end of
          period                                                                  $   351,233         $   430,258
                                                                              ================    ================
</TABLE>
           See accompanying notes to condensed financial statements.





<PAGE>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


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 nine  months  ended  September  30,  2002,  may not be
         indicative  of the  results  that may be  expected  for the year ending
         December  31, 2002.  Amounts as of December  31, 2001,  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,
         2001.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

2.       Reclassification:

         Certain  items in the  prior  years'  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Land and Buildings on Operating Leases:

         During the nine months ended September 30, 2002, the  Partnership  sold
         its  properties  in  Huron,  Ohio,  West  Lebanon,  New  Hampshire  and
         Bountiful,  Utah  for an  aggregate  sales  price  of  $1,931,000,  and
         received net sales proceeds aggregating approximately  $1,844,900.  The
         Partnership recorded gains aggregating  approximately $571,700 relating
         to the  sale of the  properties  in West  Lebanon,  New  Hampshire  and
         Bountiful,  Utah.  Due to the fact that the  Partnership  had  recorded
         provisions for write-down of assets in previous  years, no gain or loss
         was  recorded in 2002  relating to the property in Huron,  Ohio.  As of
         December 31, 2001,  these  properties  had been  identified as held for
         sale.  In  connection  with  these  sales,  the  Partnership   incurred
         deferred,  subordinated,  real estate  disposition fees of $57,930 (see
         Note 6).


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


4.       Discontinued Operations:

         In June 2002,  the  Partnership  sold its  property  in  Lawrenceville,
         Georgia to the tenant for $850,000  and received net sales  proceeds of
         $821,500, resulting in a gain on disposal of discontinued operations of
         approximately  $193,500.  In connection  with the sale, the Partnership
         incurred a  deferred,  subordinated,  real  estate  disposition  fee of
         $25,500  (see Note 6). The  financial  results  for this  property  are
         reflected as  Discontinued  Operations  in the  accompanying  financial
         statements.

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                Quarter Ended September 30,       Nine Months Ended September 30,
                                                   2002             2001               2002               2001
                                              ---------------   --------------   -----------------   ---------------

 <c>

          Rental revenues                           $ 10,000       $   36,295         $    10,000        $   91,722

          Interest and other income                       --            1,247               1,100             3,324
          Expenses                                    (9,695 )         (9,210 )           (18,148 )          (9,210 )
          Gain on disposal of assets                      --               --             193,496                --
                                              ---------------   --------------   -----------------   ---------------
          Income from discontinued
             operations                             $    305     $     28,332         $   186,448        $   85,836
                                              ===============   ==============   =================   ===============
</TABLE>

5.       Concentration of Credit Risk:

         The  following  schedule  presents  total rental  revenues and mortgage
         interest  income  from  individual  lessees,  or  affiliated  groups of
         lessees,  each representing  more than 10% of the  Partnership's  total
         rental revenues and mortgage interest income (including the Partnership
         share of total rental revenues from  unconsolidated  joint ventures and
         the properties held as tenants-in-common with affiliates of the general
         partners) for each of the nine months ended September 30:

                                                2002               2001
                                           ---------------    ---------------

             Slaymaker Group, Inc.              $ 135,008         $  136,188
             IHOP Properties, Inc.                104,591                N/A
             Golden Corral Corporation             99,113            130,793

         In addition,  the following schedule presents total rental revenues and
         mortgage  interest  income  from  individual  restaurant  chains,  each
         representing more than 10% of the  Partnership's  total rental revenues
         and mortgage  interest  income  (including the  Partnership's  share of
         total rental  revenues from joint ventures and the  properties  held as
         tenants-in-common  with affiliates of the general partners) for each of
         the nine months ended September 30:

                                                2002               2001
                                             -------------    ---------------

           Golden Corral Family Steakhouse      $ 149,473         $  145,231
           Tony Roma's                            135,008            136,188
           IHOP                                   104,591                N/A
           Arby's                                  98,412                N/A
           Taco Bell                                  N/A            113,470

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


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


5.       Concentration of Credit Risk - Continued:

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

6.       Related Party Transactions:

         An  affiliate  of the  Partnership  is  entitled to receive a deferred,
         subordinated real estate  disposition fee, payable upon the sale of one
         or more  properties  based on the lesser of one-half  of a  competitive
         real  estate  commission  or three  percent  of the sales  price if the
         affiliate  provides a substantial amount of services in connection with
         the  sale.  However,  if the net sales  proceeds  are  reinvested  in a
         replacement  property,  no such real  estate  disposition  fees will be
         incurred  until  such  replacement  property  is sold and the net sales
         proceeds are  distributed.  The payment of the real estate  disposition
         fee is  subordinated  to  receipt  by the  limited  partners  of  their
         aggregate   10%  preferred   return,   plus  their   adjusted   capital
         contributions.  During the nine months ended  September  30, 2002,  the
         Partnership  incurred deferred,  subordinated,  real estate disposition
         fees of $83,430 as a result of the sale of four properties (see Notes 3
         and 4).


<PAGE>


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

         CNL  Income  Fund V, Ltd.  (the  "Partnership")  is a  Florida  limited
partnership  that was organized on August 17, 1988, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and existing  restaurants,  as well as land upon which  restaurants
were to be constructed,  which are leased primarily to operators of national and
regional  fast-food  and  family-style  restaurant  chains  (collectively,   the
"Properties").  The leases  generally are  triple-net  leases,  with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of  September  30,  2001,  the  Partnership  owned 16  Properties
directly and owned four Properties  indirectly  through joint venture or tenancy
in common  arrangements.  As of September  30, 2002,  the  Partnership  owned 12
Properties  directly and owned four Properties  indirectly through joint venture
or tenancy in common arrangements.

Capital Resources

         Cash from  operating  activities  (which  includes  cash  received from
tenants,  distributions  from joint  ventures,  and  interest  and other  income
received,  less cash paid for expenses) was $793,251 and $1,074,380 for the nine
months ended  September  30, 2002 and 2001,  respectively.  The decrease in cash
from  operating  activities  for the nine months ended  September 30, 2002 was 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
nine months ended September 30, 2002.

         During the nine months ended September 30, 2002, the  Partnership  sold
its Properties in Huron, Ohio, West Lebanon,  New Hampshire and Bountiful,  Utah
for an aggregate  sales price of  $1,931,000  and  received  net sales  proceeds
aggregating approximately $1,844,900. The Partnership recorded gains aggregating
approximately  $571,700  relating to the sale of the Properties in West Lebanon,
New Hampshire and  Bountiful,  Utah.  Due to the fact that the  Partnership  had
recorded  provisions for write-down of assets in previous years, no gain or loss
was recorded relating to the Property in Huron, Ohio. In addition, in June 2002,
the Partnership  sold its Property in  Lawrenceville,  Georgia to the tenant for
$850,000  and received  net sales  proceeds of $821,500,  resulting in a gain on
disposal of discontinued  operations of  approximately  $193,500 during the nine
months ended  September 30, 2002. The  Partnership  used the majority of the net
sales  proceeds  to pay  special  distributions  to  the  limited  partners,  as
described  below,  and used the remaining funds to pay Partnership  liabilities.
The Partnership  anticipates that its distributions will be sufficient to enable
the limited  partners to pay federal and state income taxes,  if any (at a level
reasonably assumed by the general partners), resulting from the sale.

         Currently,  rental income from the Partnership's Properties and any net
sales proceeds held by the  Partnership are invested in money market accounts or
other short-term,  highly liquid investments, such as demand deposit accounts at
commercial  banks,  money market accounts and  certificates of deposit with less
than a 90-day maturity date,  pending the Partnership's use of such funds to pay
Partnership expenses and to make distributions to the partners. At September 30,
2002, the Partnership had $551,477 invested in such short-term  investments,  as
compared  to  $313,783  at  December  31,  2001.  The  increase in cash and cash
equivalents  at September 30, 2002,  was  primarily a result of the  Partnership
still  holding a portion of the net sales  proceeds it received from the sale of
the  Properties  described  above.  The funds  remaining  after the  payment  of
distributions   to  the  limited  partners  will  be  used  to  pay  Partnership
liabilities.

Short-Term Liquidity

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

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

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

         Total  liabilities  of the  Partnership  were $594,822 at September 30,
2002, as compared to $573,795 at December 31, 2001 primarily  attributable to an
increase  in  amounts  due to  related  parties,  partially  offset  by a  lower
distribution payable.

         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 nine
months ended  September 30, 2002 and 2001,  net sales  proceeds from the sale of
several  Properties,  the  Partnership  declared  distributions  to the  limited
partners of $3,226,340 and  $3,040,774  for the nine months ended  September 30,
2002 and 2001,  respectively,  ($351,233  and $430,258  for the  quarters  ended
September 30, 2002 and 2001,  respectively.)  This represents  distributions  of
$64.53 and $60.82 per unit for the nine  months  ended  September  30,  2002 and
2001,  respectively  ($7.02 and $8.61 per unit for the quarters ended  September
30, 2002 and 2001,  respectively).  The  distribution  for the nine months ended
September 30, 2002 included $2,150,000 in a special distribution, as a result of
the distribution of net sales proceeds from the 2002 sale of several Properties,
as described in "Capital  Resources." The distribution for the nine months ended
September 30, 2001, included $1,750,000 in a special  distribution,  as a result
of the  distribution  of net sales  proceeds  from the sale of the  Property  in
Daleville, Indiana and the payoff of the promissory notes accepted in connection
with the sale of the  Properties in Myrtle Beach,  South Carolina and St. Cloud,
Florida.  These special distributions during the nine months ended September 30,
2002 and 2001, were  effectively a return of a portion of the limited  partners'
investment,  although in accordance with the partnership agreement, $979,322 and
$1,336,152,   respectively,  were  applied  toward  the  limited  partners'  10%
Preferred Return and the balance of $1,170,678 and $413,848,  respectively, were
treated as a return of capital for purposes of calculating the limited partners'
10% Preferred  Return.  As a result of the return of capital,  the amount of the
limited partners' invested capital contributions (which generally is the limited
partners' capital contributions,  less distributions from the sale of Properties
that are  considered to be a return of capital) was  decreased;  therefore,  the
amount of the limited partners' invested capital  contributions on which the 10%
Preferred Return is calculated was lowered accordingly. As a result of the sales
of the  Properties,  the  Partnership's  total  revenue was  reduced,  while the
majority of the  Partnership's  operating  expenses  remained fixed.  Therefore,
distributions  of net cash flow  were  adjusted  during  the nine  months  ended
September 30, 2002 and 2001. No distributions  were made to the general partners
for the  quarters  and nine  months  ended  September  30,  2002 and  2001.  The
Partnership  intends to continue to make  distributions  of cash  available  for
distribution to the limited partners on a quarterly basis.

Long-Term Liquidity

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

Results of Operations

         Total rental revenues were $770,968 for the nine months ended September
30, 2002,  as compared to $819,197 in the  comparable  period of 2001,  of which
$255,050 and $271,390 were earned during the quarters  ended  September 30, 2002
and 2001,  respectively.  Rental revenues  decreased during the quarter and nine
months ended  September 30, 2002 as compared to the same periods in 2001, due to
the sale of  Properties  during 2002, as described in "Capital  Resources."  The
Partnership used the net sales proceeds from the sale of these Properties to pay
liabilities  of  the  Partnership  and to  make  distributions  to  the  limited
partners.

         For the nine months ended  September 30, 2002 and 2001, the Partnership
also earned  contingent rental income of $40,060 and $39,447,  respectively,  of
which  $19,745 and $18,184 were earned during the quarters  ended  September 30,
2002 and 2001,  respectively.  The slight  increase in contingent  rental income
earned during the quarter and nine months ended  September 30, 2002, as compared
to the same periods of 2001, was  attributable  to an increase in gross sales of
certain  restaurant  Properties,  the  leases of which  require  the  payment of
contingent rent.

         During the  quarter and nine  months  ended  September  30,  2001,  the
Partnership  recognized $13,373 in lease termination income from a former tenant
as  consideration  for the  Partnership  releasing  the former  tenant  from its
obligations under the terms of the lease.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership  also earned  $10,962 and  $103,207,  respectively,  in interest and
other  income of which $2,349 and $5,992 were earned  during the quarters  ended
September 30, 2002 and 2001, respectively. Interest and other income were higher
during the quarter and nine months ended September 30, 2001 due to the fact that
in  February  2001,  the  Partnership  received  $150,000  as  satisfaction  for
outstanding  receivable amounts of which  approximately  $56,800 was received in
consideration for the Partnership releasing the tenant of the Property in Huron,
Ohio from its obligations  under the lease,  which the  Partnership  recorded as
other income. The tenant terminated its lease and ceased restaurant operations.

         During the quarter and nine months  ended  September  30,  2002,  three
lessees of the Partnership,  Slaymaker Group,  Inc., IHOP Properties,  Inc., and
Golden Corral  Corporation,  each contributed more than 10% of the Partnership's
total rental revenues  (including the Partnership's share of the rental revenues
from Properties owned by unconsolidated joint ventures and Properties owned with
affiliates  of the general  partners as  tenants-in-common).  It is  anticipated
that, based on the minimum rental payments  required by the leases,  these three
lessees will continue to  contribute  more than 10% of the  Partnership's  total
rental revenues. In addition, during the quarter and nine months ended September
30, 2002, four  restaurant  chains,  Golden Corral,  Tony Roma's Famous for Ribs
Restaurants,  IHOP  and  Arby's,  each  accounted  for  more  than  10%  of  the
Partnership's  total rental revenues  during 2002  (including the  Partnership's
share of the rental  revenues  from  Properties  owned by  unconsolidated  joint
ventures  and  Properties  owned with  affiliates  of the  general  partners  as
tenants-in-common).  It is anticipated  that these four  restaurant  chains each
will continue to account for more than 10% of the total rental revenues to which
the Partnership is entitled under the terms of the leases.  Any failure of these
lessees or restaurant chains will materially affect the Partnership's  income if
the Partnership is not able to re-lease the Properties in a timely manner.

         During  the  nine  months  ended  September  30,  2002  and  2001,  the
Partnership earned $147,998 and $106,479,  respectively,  $50,763 and $37,132 of
which  was  earned  during  the  quarters  ended  September  30,  2002 and 2001,
respectively,  attributable  to net income earned by joint ventures in which the
Partnership  is a  co-venturer.  The  increase  in net  income  earned  by joint
ventures  during the  quarter and nine  months  ended  September  30,  2002,  as
compared to the same periods in 2001,  was  primarily  attributable  to the fact
that the  Partnership  and CNL  Income  Fund  II,  Ltd.,  as  tenants-in-common,
re-leased the Property in Mesa,  Arizona, to a new tenant in September 2001 with
terms  substantially  the same as the  Partnership's  other  leases.  The former
tenant  of the  Property,  in which  the  Partnership  owns an  approximate  42%
interest with an affiliate of the general partners,  as  tenants-in-common,  had
filed for bankruptcy in 1998 and in June 2000 had rejected the lease.

         Operating expenses,  including  depreciation  expense and provision for
write-down  of assets,  were  $318,648  and  $541,498  for the nine months ended
September  30, 2002 and 2001,  respectively,  of which $89,527 and $160,237 were
incurred  during the quarters ended  September 30, 2002 and 2001,  respectively.
Operating  expenses were higher during 2001 due to the fact that the Partnership
increased  its  provision  for  write-down  of assets  during the quarter  ended
September 30, 2001 by approximately  $67,600 to approximately  $156,600 relating
to its Property in Huron,  Ohio.  The tenant for this  Property  terminated  its
lease due to financial  difficulties  and vacated the  Property.  The  provision
represented  the  difference  between the net carrying value of the Property and
its fair value at September  30,  2001.  In addition,  operating  expenses  were
higher  during the quarter and nine months ended  September  30, 2001 due to the
fact  that the  Partnership  incurred  certain  expenses,  such as  repairs  and
maintenance,  insurance and real estate taxes,  as a result of the tenant of the
Property in West Lebanon,  New Hampshire defaulting under the terms of its lease
and due to the tenant of the Property in Huron,  Ohio  terminating its lease. In
January 2002,  the  Partnership  sold these  Properties and will not continue to
incur such expenses relating to these Properties in the future.

         The  decrease  in  operating  expenses  during  the nine  months  ended
September 30, 2002, as compared to the same period of 2001, was partially due to
a decrease in the costs incurred for  administrative  expenses for servicing the
Partnership and its Properties and to lower depreciation  expense during 2002 as
a result of the sale of four Properties, as described above.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         During the nine  months  ended  September  30,  2002,  the  Partnership
identified  and sold a Property  that met the criteria of this  standard and was
classified as Discontinued  Operations in the accompanying financial statements.
The tenant  exercised its option to purchase the Property under the terms of the
lease and the proceeds from the sale were distributed to the Limited Partners as
a special distribution.

         As a  result  of the  sale  of the  Properties  in  West  Lebanon,  New
Hampshire and Bountiful,  Utah, during the nine months ended September 30, 2002,
the Partnership  recognized gains of $571,759.  These Properties were identified
as held for sale as of December 31, 2001.

         In connection  with the sale of its  Properties in Myrtle Beach,  South
Carolina  and St.  Cloud,  Florida  during  1995  and  1996,  respectively,  the
Partnership  recognized gains of $136,034 during the nine months ended September
30,  2001.  The  Partnership  recorded  the  sales of the  Properties  using the
installment  sales method.  As such, the gains on the sales were  deferred,  and
were recognized as income  proportionately  as payments under the mortgage notes
were  collected.  The  gains  recognized  during  2001 were due to the fact that
during the nine months ended  September 30, 2001 the  Partnership  collected the
outstanding  balances of the mortgage note collaterized by these Properties.  In
addition,  as a result of the sale of the Property in  Daleville,  Indiana,  the
Partnership recognized a gain of $35,096, during the nine months ended September
30, 2001.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Quarterly  Report on Form  10-Q and have  determined  that such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.



<PAGE>


                           PART II. OTHER INFORMATION


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

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

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

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

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

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

           (a)   Exhibits

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

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

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

                   10.1    Management  Agreement  (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.)

                   99.1    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.)

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

                  (b)      Reports on Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended September 30, 2002.



<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 8th day of November, 2002

                                            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>


                    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


         I, James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income  Fund V, Ltd.  (the
"registrant"), certify that:

         1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  the
             registrant;

         2.  Based on my knowledge,  this quarterly  report does not contain any
             untrue  statement  of a  material  fact or omit to state a material
             fact  necessary  to make  the  statements  made,  in  light  of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this quarterly report;

         3.  Based  on  my  knowledge,  the  financial  statements,   and  other
             financial  information  included in this quarterly  report,  fairly
             present in all material respects the financial  condition,  results
             of operations  and cash flows of the registrant as of, and for, the
             periods presented in this quarterly report;

         4.  The registrant's other certifying officer and I are responsible for
             establishing and maintaining disclosure controls and procedures (as
             defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
             and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

         5.  The  registrant's  other  certifying  officer and I have disclosed,
             based on our most recent evaluation,  to the registrant's  auditors
             and the audit  committee of  registrant's  board of  directors  (or
             persons  performing the equivalent  function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

         6.  The registrant's  other certifying  officer and I have indicated in
             this quarterly report whether or not there were significant changes
             in internal  controls or in other factors that could  significantly
             affect internal controls  subsequent to the date of our most recent
             evaluation,   including  any  corrective  actions  with  regard  to
             significant deficiencies and material weaknesses.

Date:  November 8, 2002


/s/ James M. Seneff, Jr.
---------------------------
 James M. Seneff, Jr.
Chief Executive Officer


<PAGE>


                    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

         I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the  corporate  general  partner of CNL Income Fund V, Ltd.  (the  "registrant")
certify that:

         1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  the
             registrant;

         2.  Based on my knowledge,  this quarterly  report does not contain any
             untrue  statement  of a  material  fact or omit to state a material
             fact  necessary  to make  the  statements  made,  in  light  of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this quarterly report;

         3.  Based  on  my  knowledge,  the  financial  statements,   and  other
             financial  information  included in this quarterly  report,  fairly
             present in all material respects the financial  condition,  results
             of operations  and cash flows of the registrant as of, and for, the
             periods presented in this quarterly report;

         4.  The registrant's other certifying officer and I are responsible for
             establishing and maintaining disclosure controls and procedures (as
             defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
             and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

         5.  The  registrant's  other  certifying  officer and I have disclosed,
             based on our most recent evaluation,  to the registrant's  auditors
             and the audit  committee of  registrant's  board of  directors  (or
             persons  performing the equivalent  function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

         6.  The registrant's  other certifying  officer and I have indicated in
             this quarterly report whether or not there were significant changes
             in internal  controls or in other factors that could  significantly
             affect internal controls  subsequent to the date of our most recent
             evaluation,   including  any  corrective  actions  with  regard  to
             significant deficiencies and material weaknesses.


Date:  November 8, 2002


/s/ Robert A. Bourne
---------------------------
Robert A. Bourne
President and Treasurer


<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

        ( b)   Exhibits

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

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

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

                 10.1      Management  Agreement  (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.)

                 99.1      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.)

                 99.2      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 99.1

<PAGE>





                                  EXHIBIT 99.2