FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For the quarterly period ended                 March 31, 2000
                                          ------------------------

                                       OR

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

For the transition period from _________________________ to ____________________


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


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


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

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


Registrant's telephone number
(including area code)                                                               (407) 540-2000
                                                                    ------------------------------------------------
</TABLE>


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





<PAGE>


                                    CONTENTS





Part I                                                           Page

   Item 1.    Financial Statements:

                  Condensed Balance Sheets

                  Condensed Statements of Income

                  Condensed Statements of Partners' Capital

                  Condensed Statements of Cash Flows

                  Notes to Condensed Financial Statements

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

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk

Part II

   Other Information




<PAGE>




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

<TABLE>
<CAPTION>
                                                                             March 31,               December 31,
                                                                               2000                      1999
                                                                         ------------------       -------------------
<S> <C>
                               ASSETS

   Landand  buildings on operating  leases,  less  accumulated  depreciation  of
       $1,945,726 and $1,998,386,  respectively,  and allowance for loss on land
       and buildings of $516,049 and $962,161, respectively
                                                                               $ 9,028,386               $ 9,208,302
   Net investment in direct financing leases                                     1,660,713                 1,670,966
   Investment in joint ventures                                                  2,524,081                 2,534,850
   Mortgage notes  receivable,  less deferred gain of $136,969 and
       $137,303, respectively                                                      866,194                   868,309
   Cash and cash equivalents                                                     1,875,426                 1,984,879
   Receivables, less allowance for doubtful accounts
       of $198,715 and $153,750, respectively                                       46,141                    54,580
   Prepaid expenses                                                                  3,467                     4,458
   Accrued rental income                                                           313,127                   300,090
   Other assets                                                                     54,346                    54,346
                                                                         ------------------       -------------------

                                                                              $ 16,371,881              $ 16,680,780
                                                                         ==================       ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                             $   25,911                $   81,476
   Accrued real estate taxes payable                                                12,391                     4,201
   Distributions payable                                                           500,000                   500,000
   Due to related parties                                                          359,969                   348,888
   Rents paid in advance                                                            19,387                     6,094
                                                                         ------------------       -------------------
       Total liabilities                                                           917,658                   940,659

   Minority interest                                                                72,670                    77,373

   Partners' capital                                                            15,381,553                15,662,748
                                                                         ------------------       -------------------

                                                                              $ 16,371,881              $ 16,680,780
                                                                         ==================       ===================
See accompanying notes to condensed financial statements
</TABLE>



<PAGE>


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

                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2000              1999
                                                                        ---------------    --------------
<S> <C>
Revenues:
    Rental income from operating leases                                         $ 252,736         $ 293,048
    Earned income from direct financing leases                                     34,729            45,883
    Interest and other income                                                      50,550            58,654
                                                                           ---------------    --------------
                                                                                  338,015           397,585
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           42,205            36,114
    Professional services                                                          10,361             5,392
    Bad debt expense                                                               18,673                --
    Real estate taxes                                                              14,197             7,805
    State and other taxes                                                           6,365             5,957
    Depreciation and amortization                                                  58,402            64,112
    Transaction costs                                                              23,692            31,470
                                                                           ---------------    --------------
                                                                                  173,895           150,850
                                                                           ---------------    --------------

Income Before Minority Interest in Loss of
    Consolidated Joint Venture, Equity in Earnings
    of Unconsolidated Joint Ventures and Gain on
    Sale of Land and Buildings                                                    164,120           246,735

Minority Interest in Loss of Consolidated Joint Venture                             4,703             4,385

Equity in Earnings of Unconsolidated Joint Ventures                                49,648            56,838

Gain on Sale of Land and Buildings                                                    334           395,113
                                                                           ---------------    --------------
                                                                           ---------------    --------------

Net Income                                                                      $ 218,805         $ 703,071
                                                                           ===============    ==============

Allocation of Net Income:
    General partners                                                            $   2,188         $   5,435
    Limited partners                                                              216,617           697,636
                                                                           ---------------    --------------

                                                                                $ 218,805         $ 703,071
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                              $   4.33         $   13.95
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                              50,000            50,000
                                                                           ===============    ==============
See accompanying notes to condensed financial statements
</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>

                                                                       Quarter Ended           Year Ended
                                                                         March 31,            December 31,
                                                                           2000                   1999
<S> <C>                                                                     ------------------     -----------------

General partners:
    Beginning balance                                                      $   514,026            $  503,730
    Net income                                                                   2,188                10,296
                                                                     ------------------     -----------------
                                                                               516,214               514,026
                                                                     ------------------     -----------------
Limited partners:
    Beginning balance                                                       15,148,722            15,723,372
    Net income                                                                 216,617             1,425,350
    Distributions ($10.00 and $40.00 per
       limited partner unit, respectively)                                    (500,000 )          (2,000,000 )
                                                                     ------------------     -----------------
                                                                            14,865,339            15,148,722
                                                                     ------------------     -----------------

Total partners' capital                                                   $ 15,381,553          $ 15,662,748
                                                                     ==================     =================

See accompanying notes to condensed financial statements
</TABLE>


<PAGE>


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

                                                                                        Quarter Ended
                                                                                          March 31,
                                                                                   2000                1999
                                                                              ----------------    ---------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                       $ 261,172          $ 520,276
                                                                              ----------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of land and buildings                                       126,947          1,113,759
       Collections on mortgage note receivable                                          2,428            277,819
                                                                              ----------------    ---------------
          Net cash provided by investing activities                                   129,375          1,391,578
                                                                              ----------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                             (500,000 )         (500,000 )
                                                                              ----------------    ---------------
          Net cash used in financing activities                                      (500,000 )         (500,000 )
                                                                              ----------------    ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                                 (109,453 )        1,411,854

Cash and Cash Equivalents at Beginning of Quarter                                   1,984,879            352,648
                                                                              ----------------    ---------------

Cash and Cash Equivalents at End of Quarter                                        $1,875,426         $1,764,502
                                                                              ================    ===============

Supplemental Schedule of Non-Cash Investing and
    Financing Activities:

       Deferred real estate disposition fees incurred
          and unpaid at end of quarter                                              $   4,050             $   --
                                                                              ================    ===============

       Distributions declared and unpaid at end of
          quarter                                                                   $ 500,000          $ 500,000
                                                                              ================    ===============
See accompanying notes to condensed financial statements
</TABLE>





<PAGE>




                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2000 and 1999


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 ended March 31, 2000,  may not be indicative of the results
         that may be expected for the year ending December 31, 2000.  Amounts as
         of December 31, 1999, 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,
         1999.

         The Partnership  accounts for its 66.5% interest in CNL/Longacre  Joint
         Venture using the consolidation  method.  Minority interest  represents
         the minority joint venture partner's  proportionate share of the equity
         in  the  Partnership's  consolidated  joint  venture.  All  significant
         intercompany accounts and transactions have been eliminated.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2000 presentation.  These  reclassifications
         had no effect on partners' capital or net income.

3.       Land and Buildings on Operating Leases:

         During the  quarter  ended March 31,  2000,  the  Partnership  sold its
         property  in  Belding,  Michigan,  to a third  party for  $135,000  and
         received net sales proceeds of $126,947 resulting in a loss of $138,828
         for financial reporting  purposes.  Due to the fact that as of December
         31,  1999,  the  Partnership  had  recorded  an  allowance  for loss on
         building  of  $138,828,  no gain or loss  was  recorded  for  financial
         reporting purposes during the quarter ended March 31, 2000.






<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2000 and 1999


4.       Termination of Merger:

         On March 1, 2000,  the general  partners  and CNL  American  Properties
         Fund, Inc.  ("APF") mutually agreed to terminate the Agreement and Plan
         of  Merger  entered  into in  March  1999.  The  general  partners  are
         continuing  to evaluate  strategic  alternatives  for the  Partnership,
         including alternatives to provide liquidity to the limited partners.



<PAGE>


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

         CNL  Income  Fund V, Ltd.  (the  "Partnership")  is a  Florida  limited
partnership  that was organized on August 17, 1988, to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as  well  as  land  upon  which  restaurants  were to be
constructed,  which are leased  primarily  to operators of national and regional
fast-food and family-style  restaurant chains (collectively,  the "Properties").
The leases generally are triple-net leases, with the lessees responsible for all
repairs and maintenance,  property taxes,  insurance and utilities.  As of March
31, 2000, the Partnership owned 22 Properties,  which included interests in five
Properties owned by joint ventures in which the Partnership is a co-venturer and
two Properties owned with affiliates as tenants-in-common.

Capital Resources

         During the  quarters  ended  March 31, 2000 and 1999,  the  Partnership
generated  cash from  operations  (which  includes  cash  received from tenants,
distributions from joint ventures, and interest and other income received,  less
cash paid for expenses).  Cash from operations was $261,172 and $520,276 for the
quarters ended March 31, 2000 and 1999, respectively.  The decrease in cash from
operations  for the  quarter  ended  March 31,  2000 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
quarter ended March 31, 2000.

         During the  quarter  ended March 31,  2000,  the  Partnership  sold its
Property in Belding,  Michigan to a third party for  $135,000  and  received net
sales  proceeds  of  $126,947  resulting  in a loss of  $138,828  for  financial
reporting  purposes.  Due  to  the  fact  that  as of  December  31,  1999,  the
Partnership had recorded an allowance for loss on building of $138,828,  no gain
or loss was recorded for financial  reporting  purposes during the quarter ended
March 31, 2000.  The  Partnership  intends to use the net sales  proceeds to pay
liabilities  of the  Partnership,  to reinvest in an  additional  property or to
distribute to the limited  partners.  The Partnership  will  distribute  amounts
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 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,  certificates of deposit,  and money market accounts with less
than a 30-day maturity date,  pending the Partnership's use of such funds to pay
Partnership  expenses,  to make distributions to the partners and, if determined
appropriate,  to invest  in an  additional  property.  At March  31,  2000,  the
Partnership had $1,875,426 invested in such short-term investments,  as compared
to $1,984,879 at December 31, 1999. The funds  remaining at March 31, 2000, will
be used towards the payment of  distributions to the limited partners or used to
meet the Partnership's working capital and other needs.





Short-Term Liquidity

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

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

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

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on current and anticipated  future cash from  operations,  the Partnership
declared  distributions  to the limited  partners  of  $500,000  for each of the
quarters ended March 31, 2000 and 1999. This represents  distributions of $10.00
per unit for each applicable  quarter. No distributions were made to the general
partners for the quarters ended March 31, 2000 and 1999. No amounts  distributed
to the  limited  partners  for the  quarters  ended  March 31, 2000 and 1999 are
required to be or have been  treated by the  Partnership  as a return of capital
for  purposes of  calculating  the limited  partners'  return on their  adjusted
capital contributions. The Partnership intends to continue to make distributions
of cash available for distribution to the limited partners on a quarterly basis.

         Total liabilities of the Partnership decreased to $917,658 at March 31,
2000,  from  $940,659  at  December  31,  1999,  primarily  due to a decrease in
accounts  payable.  The  decrease  in  liabilities  was  partially  offset by an
increase in rents paid in advance at March 31, 2000, as compared to December 31,
1999.  Liabilities  at March 31,  2000,  to the extent they exceed cash and cash
equivalents at March 31, 2000  (excluding  amounts held  representing  net sales
proceeds from the sale of Properties and collections under the promissory note),
will be paid from future cash from  operations,  net sales  proceeds,  or in the
event the general  partners  elect to make  capital  contributions,  from future
general partner contributions.

Long-Term Liquidity

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

Results of Operations

         During the  quarter  ended  March 31,  1999,  the  Partnership  and its
consolidated  joint venture,  CNL/Longacre  Joint  Venture,  owned and leased 20
wholly owned Properties  (which included two Properties which were sold in March
1999),  and during  the  quarter  ended  March 31,  2000,  the  Partnership  and
CNL/Longacre  Joint  Venture  owned and  leased 18 wholly  owned  Properties  to
operators  of  fast-food  and  family-style  restaurant  chains.  In  connection
therewith,  during the quarters ended March 31, 2000 and 1999,  the  Partnership
and CNL/Longacre  Joint Venture earned $287,465 and $338,931,  respectively,  in
rental  income from  operating  leases and earned  income from direct  financing
leases.  Rental and earned income decreased by approximately  $19,500 during the
quarter  ended March 31, 2000,  as compared to the quarter ended March 31, 1999,
as a result of the sales of Properties during 1999.

         Rental and earned income also decreased  during the quarter ended March
31,  2000 as compared to the quarter  ended  March 31,  1999,  by  approximately
$10,100  due to the fact  that the  Partnership  established  an  allowance  for
doubtful   accounts  for  past  due  rental  amounts  in  accordance   with  the
Partnership's  policy,  relating  to the  Property in Huron,  Ohio.  The general
partners will continue to pursue  collection of past due rental amounts and will
recognize such amounts as income if collected.  The tenant vacated the Property,
ceased  operations  and ceased making rental  payments to the  Partnership.  The
Partnership  is currently  seeking a new tenant or purchaser for this  Property.
The  Partnership  will not recognize any rental income relating to this Property
until such time as the Partnership executes a new lease or until the Property is
sold and the proceeds from such sale are reinvested in an additional Property.

         Rental and earned income also decreased  during the quarter ended March
31,  2000,  by  approximately  $11,400  due to the  fact  that  the  Partnership
established  an  allowance  of  doubtful  accounts  for past due rental  amounts
relating  to the  Property  in New  Castle,  Indiana,  in  accordance  with  the
Partnership's policy. The general partners will continue to pursue collection of
past due rental  amounts  relating  to this  Property  and will  recognize  such
amounts as income if collected.

         Rental and earned income  during the quarters  ended March 31, 2000 and
1999 continued to remain at reduced amounts due to the fact that the Partnership
is not  receiving  any rental  income  relating to the  Properties in Daleville,
Indiana and Lebanon,  New  Hampshire.  Rental and earned  income are expected to
remain at reduced amounts until such time as the Partnership executes new leases
or until the Properties are sold and the proceeds from such sales are reinvested
in  additional  Properties.  The  Partnership  is currently  seeking  either new
tenants or purchasers for these Properties.

         For the quarters ended March 31, 2000 and 1999, the  Partnership  owned
and leased three Properties  indirectly  through joint venture  arrangements and
two Properties as tenants-in-common  with affiliates of the general partners. In
addition,  during the quarter ended March 31, 2000,  the  Partnership  owned and
leased an additional Property indirectly through a joint venture arrangement. In
connection therewith, the Partnership earned $49,648 and $56,838,  respectively,
attributable to net income earned by unconsolidated  joint ventures in which the
Partnership is a  co-venturer.  The decrease in net income earned by these joint
ventures  during the quarter ended March 31, 2000,  as compared  March 31, 1999,
was primarily  attributable to the fact that in June 1999,  Halls Joint Venture,
in which the Partnership owns a 48.9% interest,  sold its Property.  Halls Joint
Venture intends to reinvest the net sales proceeds in an additional  Property or
distribute  to each joint venture  partners in accordance  with the terms of the
joint venture agreement.

         Operating expenses,  including  depreciation expense, were $173,895 and
$150,850  for the  quarters  ended  March 31, 2000 and 1999,  respectively.  The
increase in  operating  expenses  during the quarter  ended March 31,  2000,  as
compared  to  the  quarter  ended  March  31,  1999,  is  primarily  due  to the
Partnership recording  approximately $18,600 in bad debt expense relating to the
Property in Huron,  Ohio,  for which the tenant  vacated the Property and ceased
making rental payments, as described above.

         As a result  of the  sale of the  Properties  in  Myrtle  Beach,  South
Carolina and St. Cloud,  Florida in 1995 and 1996,  respectively,  and recording
the gains  from  such  sales  using  the  installment  method,  the  Partnership
recognized  gains for financial  reporting  purposes of $334 and $181,610 during
the quarters ended March 31, 2000 and 1999,  respectively.  The gain  recognized
was higher during the quarter ended March 31, 1999,  due to the fact that during
the quarter ended March 31, 1999, the  Partnership  collected an advance payment
of principal relating to the promissory note collateralized by a Property in St.
Cloud,  Florida,  which the  Partnership  sold in 1996,  which  accelerated  the
recognition  of the gain for financial  reporting  purposes.  In addition,  as a
result of the sales of the  Properties  in Endicott  and Ithaca,  New York,  the
Partnership  recognized an additional  gain of $213,503 for financial  reporting
purposes during the quarter ended March 31, 1999.

Termination of Merger

         On March 1, 2000,  the general  partners  and CNL  American  Properties
Fund, Inc. ("APF") mutually agreed to terminate the Agreement and Plan of Merger
entered  into in March 1999.  The general  partners are  continuing  to evaluate
strategic  alternatives for the Partnership,  including  alternatives to provide
liquidity to the limited partners.

Dismissal of Legal Action

         As   described   in  greater   detail  in  Part  II,   Item  1  ("Legal
Proceedings"),  in 1999 two groups of  limited  partners  in several  CNL Income
Funds filed  purported  class action suits against the general  partners and APF
alleging,  among other  things,  that the general  partners had  breached  their
fiduciary  duties in  connection  with the proposed  Merger.  These actions were
later  consolidated  into  one  action.  On April  25,  2000,  the  judge in the
consolidated action issued a Stipulated Final Order of Dismissal of Consolidated
Action, dismissing the action without prejudice, with each party to bear its own
costs and attorneys' fees.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         No material  changes in the  Partnership's  market risk  occurred  from
December  31,  1999  through   March  31,  2000.   Information   regarding   the
Partnership's  market risk at December 31, 1999 is included in its Annual Report
on Form 10-K for the year ended December 31, 1999.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.     Legal Proceedings.

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

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

            On September  23, 1999,  Judge  Lawrence  Kirkwood  entered an
            order consolidating the two cases under the caption In re: CNL
            Income Funds  Litigation,  Case No. 99-3561.  Pursuant to this
            order,  the plaintiffs in these cases filed a consolidated and
            amended  complaint on November 8, 1999.  On December 22, 1999,
            the general  partners  and CNL Group,  Inc.  filed  motions to
            dismiss and motions to strike.  On December 28, 1999,  APF and
            CNL Fund Advisors,  Inc. filed motions to dismiss. On March 6,
            2000,  all of the  defendants  filed a Joint  Notice of Filing
            Form 8-K Reports and Suggestion of Mootness.

            On April 25, 2000,  Judge Kirkwood  issued a Stipulated  Final
            Order of  Dismissal of  Consolidated  Action,  dismissing  the
            action  without  prejudice,  with  each  party to bear its own
            costs and attorneys' fees.

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.)

27       Financial Data Schedule (Filed herewith.)

                  (b)      Reports on Form 8-K

                           A Current  Report on Form 8-K dated February 23, 2000
                           was filed on March 1, 2000 describing the termination
                           of the proposed  merger of the  Partnership  with and
                           into a subsidiary  of CNL American  Properties  Fund,
                           Inc.


<PAGE>



                                   SIGNATURES


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

         DATED this 10th day of May, 2000

                    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)