FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period ended June 30, 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>
                                                              June 30,            December 31,
                                                                2004                 2003
                                                         ------------------    ------------------
                               ASSETS

   Real estate properties with operating leases, net     $       6,202,392     $       6,284,472
   Net investment in direct financing leases                     1,897,201             1,923,686
   Real estate held for sale                                       318,500               387,625
   Investment in joint ventures                                  1,129,300             1,147,758
   Cash and cash equivalents                                       347,680               380,486
   Receivables, less allowance for doubtful accounts
       of $83,067 and $60,252, respectively                         14,691                 1,774
   Due from related parties                                             --                   745
   Accrued rental income                                           480,835               471,990
   Other assets                                                      8,246                 6,344
                                                         ------------------    ------------------

                                                         $      10,398,845     $      10,604,880
                                                         ==================    ==================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                 $          20,735     $          6,459
   Real estate taxes payable                                         6,777               10,583
   Distributions payable                                           281,571              281,571
   Due to related parties                                          230,535              209,019
   Rents paid in advance and deposits                               19,957               29,072
                                                         ------------------    -----------------
       Total liabilities                                           559,575              536,704

   Minority interest                                               694,643              695,535

   Partners' capital                                             9,144,627            9,372,641
                                                         ------------------    -----------------

                                                         $      10,398,845     $     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                  Six Months Ended
                                                                      June 30,                        June 30,
                                                                2004             2003             2004             2003
                                                           --------------   --------------   --------------   --------------
Revenues:
    Rental income from operating leases                    $     224,933    $     222,511    $     460,820    $     447,467
    Earned income from direct financing leases                    51,882           53,210          104,109          106,731
    Contingent rental income                                      14,838           11,316           28,952           34,301
    Interest and other income                                        235              103            1,132            1,135
                                                           --------------   --------------   --------------   --------------
                                                                 291,888          287,140          595,013          589,634
                                                           --------------   --------------   --------------   --------------

Expenses:
    General operating and administrative                          52,399           37,667          111,531           92,059
    Property related                                               2,729            1,609            2,949            2,956
    State and other taxes                                             --            1,000            5,051            4,748
    Depreciation                                                  41,040           41,040           82,080           82,080
                                                           --------------   --------------   --------------   --------------
                                                                  96,168           81,316          201,611          181,843
                                                           --------------   --------------   --------------   --------------

Income before minority interest and equity in
    earnings of unconsolidated joint ventures                    195,720          205,824          393,402          407,791

Minority interest                                                (18,703)         (18,747)         (37,378)         (37,608)

Equity in earnings of unconsolidated joint ventures               27,675           28,422           55,516           56,384
                                                           --------------    -------------   --------------   --------------

Income from continuing operations                                204,692          215,499          411,540          426,567
                                                           --------------    -------------   --------------   --------------

Discontinued operations:
    Income (loss) from discontinued operations                   (72,846)         (15,896)         (76,412)           3,156
                                                           --------------    -------------   --------------   --------------

Net income                                                 $     131,846     $    199,603    $     335,128    $     429,723
                                                           ==============    =============   ==============   ==============

Income (loss) per limited partner unit:
    Continuing operations                                  $        4.09     $       4.31    $        8.23    $        8.53
    Discontinued operations                                        (1.45)           (0.32)           (1.53)            0.06
                                                           --------------    -------------   --------------   --------------
                                                           $        2.64     $       3.99    $        6.70    $        8.59
                                                           ==============    =============   ==============   ==============

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>

                                               Six Months Ended          Year Ended
                                                   June 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                                        335,128               791,448
      Distributions ($11.26 and $23.92 per
         limited partner unit, respectively)           (563,142)           (1,195,945)
                                              ------------------     -----------------
                                                      8,630,601             8,858,615
                                              ------------------     -----------------

  Total partners' capital                     $       9,144,627      $      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>

                                                                       Six Months Ended
                                                                           June 30,
                                                                     2004                2003
                                                               ----------------    ----------------

  Net cash provided by operating activities                    $       568,606     $       565,799
                                                               ----------------    ----------------

  Cash flows from financing activities:
      Distributions to limited partners                               (563,142)           (702,465)
      Distributions to holder of minority interest                     (38,270)            (35,868)
                                                               ----------------    ----------------
         Net cash used in financing activities                        (601,412)           (738,333)
                                                               ----------------    ----------------

  Net decrease in cash and cash equivalents                            (32,806)           (172,534)

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

  Cash and cash equivalents at end of period                   $       347,680     $       285,629
                                                               ================    ================

  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 Six Months Ended June 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 six months ended June 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 was 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.       Reclassification

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

3.       Discontinued Operations

         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 quarter and six months
         ended  June  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.

                                       5
<PAGE>

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


3.       Discontinued Operations - Continued

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

               Rental revenues               $          --    $          --    $          --    $      23,044
               Expenses                             (3,721)         (10,769)          (7,287)         (14,761)
               Provision for write-down
               of assets                           (69,125)          (5,127)         (69,125)          (5,127)
                                             --------------   --------------   --------------   --------------
               Income (loss) from
               discontinued operations       $     (72,846)   $     (15,896)   $     (76,412)   $       3,156
                                             ==============   ==============   ==============   ==============
</TABLE>


4.       Concentration of Credit Risk

         The following  schedule  presents total rental revenues from individual
         lessees,  each representing  more than 10% of the  Partnership's  total
         rental revenues (including total rental revenues from the Partnership's
         consolidated joint venture and the Partnership's  share of total rental
         revenues   from  the  joint   venture  and  the   properties   held  as
         tenants-in-common  with affiliates of the general partners) for each of
         the six months ended June 30:
<TABLE>
<CAPTION>
<S> <C>
                                                     2004              2003
                                                --------------    --------------

                Slaymaker Group, Inc.           $      88,249     $      89,235
                RT Orlando Franchise, LP               79,755            80,506
                IHOP Properties, Inc.                  69,727            69,727
                Golden Corral Corporation              66,076            66,076
</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 six months ended June 30:
<TABLE>
<CAPTION>
<S> <C>
                                                     2004              2003
                                                --------------    --------------

                Tony Romas                      $      88,249     $      89,235
                Ruby Tuesday                           79,755            80,506
                IHOP                                   69,727            69,727
                Golden Corral Buffet and Grill         66,076            85,871
</TABLE>

         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 Six Months Ended June 30, 2004 and 2003

5.       Subsequent Event

         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  transaction,  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 June 30, 2004
and 2003, we owned 12 Properties directly and four Properties indirectly through
joint venture or tenancy in common arrangements.

Capital Resources

         Net cash provided by operating activities was $568,606 and $565,799 for
the six months ended June 30, 2004 and 2003, respectively.  At June 30, 2004, we
had  $347,680 in cash and cash  equivalents  as compared to $380,486 at December
31, 2003. At June 30, 2004,  these funds were held in demand deposit accounts at
a  commercial  bank.  The funds  remaining  at June 30, 2004 will be used to pay
distributions and other liabilities.

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 six months ended June 30,  2004,  net
proceeds from the sale of a Property in a prior year, we declared  distributions
to the limited  partners of $563,142  and $632,803 for the six months ended June
30, 2004 and 2003,  respectively  ($281,571 for each of the quarters  ended June
30, 2004 and 2003). This represents  distributions of $11.26 and $12.66 per unit
for the six months  ended June 30, 2004 and 2003,  respectively  ($5.63 per unit
for each of the quarters ended June 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 six months
ended June 30, 2004 and 2003.  We intend to continue  to make  distributions  of
cash to the limited partners on a quarterly basis.

         Total  liabilities  were  $559,575  at June 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.  The
increase  was  partially  offset by a  decrease  in rents  paid in  advance  and
deposits. Total liabilities at June 30, 2004, to the extent they exceed cash and
cash equivalents at June 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.

                                       8
<PAGE>

Results of Operations

         Rental revenues from continuing operations were $564,929 during the six
months  ended June 30, 2004,  as compared to $554,198  during the same period of
2003,  $276,815 and $275,721 of which were earned during the second  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 six  months  ended  June 30,  2004,  we earned  $28,952  in
contingent  rental  income,  as compared to $34,301 for the same period of 2003,
$14,838 and $11,316 of which were earned during the second  quarters of 2004 and
2003,  respectively.  The decrease in  contingent  rental  income during the six
months  ended June 30, 2004 was due to a decrease  in reported  sales of certain
restaurant  Properties,  the leases of which  require the payment of  contingent
rent.

         We earned $55,516  attributable to net income earned by  unconsolidated
joint ventures during the six months ended June 30, 2004, as compared to $56,384
during the same period of 2003,  $27,675 and $28,422 of which were earned during
the quarters  ended June 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.

         During  the six  months  ended  June  30,  2004,  four of our  lessees,
Slaymaker  Group,  Inc., IHOP  Properties,  Inc., RT Orlando  Franchise,  LP and
Golden Corral  Corporation  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 four lessees will each continue to contribute more
than 10% of our total rental revenues. In addition,  during the six months ended
June 30, 2004, four restaurant chains, Tony Romas, Ruby Tuesday, IHOP and Golden
Corral  Buffet and Grill 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 four  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,  were  $201,611
during the six months  ended June 30, 2004,  as compared to $181,843  during the
same  period of 2003,  $96,168  and  $81,316 of which were  incurred  during the
quarters ended June 30, 2004 and 2003,  respectively.  The increase in operating
expenses  during the quarter and six months ended June 30, 2004,  was  primarily
due to incurring  additional  general  operating  and  administrative  expenses,
including legal fees.

         We recognized losses from discontinued operations (rental revenues less
property related expenses and provision for write-down of assets) of $72,846 and
$76,412 during the quarter and six months ended June 30, 2004, respectively,  as
compared  to a loss from  discontinued  operations  of $15,896  and income  from
discontinued  operations  of $3,156  during the same periods of 2003 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 quarter and six months ended June
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 August 9, 2004, we had not
sold this Property.

                                       9
<PAGE>

         In December 2003,  the Financial  Accounting  Standards  Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"),   "Consolidation  of  Variable  Interest  Entities"   requiring  existing
unconsolidated  variable  interest  entities to be consolidated by their primary
beneficiaries.  The primary  beneficiary  of a variable  interest  entity is the
party that  absorbs a  majority  of the  entity's  expected  losses,  receives a
majority  of its  expected  residual  returns,  or both,  as a result of holding
variable  interests,  which are the ownership,  contractual,  or other pecuniary
interests  in an  entity  that  change  with  changes  in the fair  value of the
entity's net assets excluding  variable  interests.  Prior to FIN 46R, a company
generally  included  another  entity  in its  financial  statements  only  if it
controlled  the  entity  through  voting  interests.  Application  of FIN 46R is
required in  financial  statements  of public  entities  that have  interests in
variable  interest  entities for periods ending after March 15, 2004. 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 was 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.

         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  transaction,  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.

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.  Changes in Securities.   Inapplicable.
         ----------------------

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

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

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

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

         (a)  Exhibits

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

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

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

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

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

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

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

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

                                       12
<PAGE>

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

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

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

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

         (b)  Reports on Form 8-K

              No reports on Form 8-K were filed  during the  quarter  ended June
              30, 2004.


                                       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 9th day of August 2004.

                               CNL INCOME FUND V, LTD.


                               By:   CNL REALTY CORPORATION
                                     General Partner


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


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


<PAGE>

                                  EXHIBIT INDEX

Exhibit Number

         (b)  Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>



                                  EXHIBIT 31.1


<PAGE>



                                  EXHIBIT 31.2


<PAGE>



                                  EXHIBIT 32.1


<PAGE>



                                  EXHIBIT 32.2