UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

   For the fiscal year ended December 31, 1996. Commission file number 2-95118

                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

                              Minnesota 41-1507989
                         510 Marquette Avenue, Suite 300
                          Minneapolis, Minnesota 55402

                  Registrant's telephone number (612) 338-2828


Securities registered pursuant to Section 12(b) of the Act:

         Name of each exchange on
         Title of each class                                    which registered
         -------------------                                    ----------------

               None                                                  None

Securities registered pursuant to Section 12(g) of the act:  $19,173,000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this form 10-K. [ ]


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP


                                TABLE OF CONTENTS


PART I
         Item 1 Business................................................     1-3

         Item 2 Properties..............................................      3

         Item 3 Legal Proceedings.......................................      3

         Item 4 Submission of Matters to a Vote
             of Limited Partners.......................................       4


PART II
         Item 5 Market for the Partnership's Limited Partnership
              Interests and Related Limited Partner Matters.............      4

         Item 6 Selected Financial Data.................................     4-5

         Item 7 Management's Discussion and Analysis of
              Financial Condition and Results of Operations.............     5-8

         Item 8 Financial Statements and Supplementary Data.............      9

         Item 9 Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.......................      9


PART III
         Item 10 The General Partner of the Partnership.................    9-10

         Item 11 Management Remuneration and Transactions...............   10-11

         Item 12 Limited Partnership Ownership of Certain
              Beneficial Owners and Management..........................     11

         Item 13 Certain Relationships and Related
              Transactions..............................................     12


PART IV
         Item 14 Exhibits, Financial Statement Schedules
              and Reports on Form 8-K...................................     12


SIGNATURES    ..........................................................     13



                                     PART I

Item 1.  Business

   The registrant, Griffin Real Estate Fund-V, A Limited Partnership (the
"Partnership"), was organized on January 31, 1985 under the laws of the State of
Minnesota and became effective on April 15, 1985. The Partnership was formed by
the General Partners, Griffin Equity Partners, A Minnesota Partnership and
Guardian Investment Corporation, A Minnesota Corporation, to acquire existing,
income-producing real properties for rental purposes. On March 5, 1985 the
Partnership commenced an offering of $15,000,000 pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933. The offering terminated
March 4, 1986 upon the acceptance of 38,346 units $19,173,000).

   The Partnership is engaged solely in the business of real estate investment,
and is limiting its investment to the real property acquired at its inception
plus reasonable repairs and capital improvements. The goal of these investments
is to generate both capital gain income and current income from cash flow. The
Partnership does not invest in real estate mortgages, securities of or interests
in persons primarily engaged in real estate activities, or in other securities.
A presentation of information about industry segments is not applicable and
would not be material to an understanding of the Partnership's business taken as
a whole.

   The General Partner manages and controls all of the affairs of the
Partnership, including deciding when and on what terms properties should be sold
or refinanced.

   As of December 31, 1996 the Partnership has made the real property
investments set forth in the following table:

<TABLE>
<CAPTION>

   Name, type of property                                  Date of            Type of
      and location (a)                      Size           Purchase          Ownership (b)
      ----------------                      ----           --------          -------------
<S>     <C>                                 <C>            <C>                 <C>

   1.  Ravenwood Apartments (c)           192 units         4/30/85          Mortgage Note
       Cincinnati, Ohio

   2.  Country Club Apartments            180 units         5/14/86          Mortgage Note
       Anderson, South Carolina

   3.  Savannah Oaks Apartments           200 units         9/30/86          Mortgage Note
       Marietta, Georgia

   4.  Desert Pines Apartments            272 units         2/02/87          Mortgage Note
       Tucson, Arizona

</TABLE>

   (a)    Reference is made to Schedule III of this annual report.

   (b)    Reference is made to Note 3 of Notes to Financial Statements filed
          with this annual report for the current outstanding principal balances
          and a description of the long-term indebtedness secured by the
          Partnership's real property investments;

   (c)    The Partnership has a 70% interest in this property. The other 30%
          interest is owned by Griffin Real Estate Fund-IV, A Limited
          Partnership.

   The Partnership's real property investments are subject to competition from
similar types of properties in the vicinities in which they are located.

   The Terms of  Transactions  between the  Partnership  and  affiliates  of the
General  Partners are  described in Item 11 to which reference is hereby made.

   It is the Partnership's policy to conduct its business activities in
accordance with the Partnership Agreement which may not be changed without a
vote of a majority of the Limited Partnership units outstanding.

   Pursuant to the Partnership Agreement, the Partnership may not issue senior
securities, make loans to other persons, invest in the securities of other
entities for the purposes of exercising control, underwrite the securities of
others or offer securities in exchange for property.

   As circumstances dictate, the Partnership has the right under the Partnership
Agreement to borrow money, and to use its investments in real property as
collateral for that debt. The amount of debt for acquisitions was subject to a
maximum of 75% loan to value. Although not required, the General Partner intends
to maintain this limit with any subsequent refinancings. Country Club Apartments
was refinanced on October 24, 1995. No other refinancings occurred in 1996,
1995, or 1994. There is no limit on the number of mortgages that may be taken
out on any one piece of the Partnership's real properties.

   The Partnership Agreement provides for the redemption of limited partnership
units under certain circumstances. In 1996, 1995, and 1994 the Partnership
redeemed thirty, zero and twenty units respectively.

   It is the policy of the General Partner to report on a quarterly basis to the
limited partners. Each interim report contains limited financial reporting with
a management discussion of operations and goals for the Partnership. The annual
report contains financial statements that are audited by independent public
accountants, and is accompanied by a management discussion of operations and
goals.

<TABLE>
<CAPTION>

                                                   AVERAGE EFFECTIVE ANNUAL
                                                        RENTAL PER UNIT

                                                                     SAVANNAH
                              DESERT              RAVENWOOD          OAKS               KERRYBROOK          RALEIGH
          COUNTRY CLUB        PINES               APARTMENTS         APARTMENTS         APARTMENTS          FORREST
          APARTMENTS          APARTMENTS          CINCINNATI,        MARIETTA,          KANSAS CITY         APARTMENTS
          ANDERSON, SC        TUCSON, AZ          OH                 GA                 MO                  MEMPHIS, TN
--------- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------
<S>        <C>                <C>                 <C>                 <C>                 <C>                 <C>
1996                 $ 5,292             $ 4,696            $ 4,508            $ 6,341                   *                  *
--------- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------
1995                   5,118               4,805              4,637              5,996                   *                  *
--------- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------
1994                   4,877               4,570              4,634              5,528                   *                  *
--------- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------
1993                   4,764               4,263              4,547              5,085                   *                  *
--------- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------
1992                   4,510               3,868              4,463              4,800             $ 3,504            $ 3,522
--------- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------

</TABLE>

* Indicates the Partnership did not own the property at any time during the
year.



                                                       SCHEDULE OF REAL
                                                         ESTATE TAXES
<TABLE>
<CAPTION>

                                                                            SAVANNAH
                                                          RAVENWOOD         OAKS                               RALEIGH
                       COUNTRY CLUB      DESERT PINES     APARTMENTS        APARTMENTS       KERRYBROOK        FORREST
                       APARTMENTS        APARTMENTS       CINCINNATI        MARIETTA,        APARTMENTS        APARTMENTS
                       ANDERSON, SC      TUCSON, AZ       OH (a)            GA               KANSAS CITY, MO   MEMPHIS, TN
--------------------- ----------------- ---------------- ----------------- ---------------- ----------------- ------------------
<S>             <C>      <C>            <C>                 <C>                 <C>            <C>                 <C>
                1996
            TAX RATE             20.36            17.65             20.99            11.55                 *                  *
          ASSESSMENT           $73,282          $96,005           $75,889          $57,760                 *                  *
--------------------- ----------------- ---------------- ----------------- ---------------- ----------------- ------------------
                1995
            TAX RATE             19.67            17.57             20.57            11.56                 *                  *
          ASSESSMENT           $70,802          $92,053           $73,026          $54,902                 *                  *
--------------------- ----------------- ---------------- ----------------- ---------------- ----------------- ------------------
                1994
            TAX RATE             19.23            17.42             18.89            11.02                 *                  *
          ASSESSMENT           $69,245          $84,284           $66,989          $52,356                 *                  *
--------------------- ----------------- ---------------- ----------------- ---------------- ----------------- ------------------
                1993
            TAX RATE             19.41            18.32             18.60            10.97                 *                  *
          ASSESSMENT           $69,867          $79,286           $66,063          $52,115                 *                  *
--------------------- ----------------- ---------------- ----------------- ---------------- ----------------- ------------------
                1992
            TAX RATE             18.61            19.14             20.22            11.22             51.73              58.40
          ASSESSMENT           $73,845          $74,206           $71,304          $53,295           $57,992            $86,712

</TABLE>

     *   Indicates the Partnership did not own the property at any time during
         the year.

     (a) The Partnership is allocated 70% of the stated assessment. Griffin Real
         Estate Fund IV, A Limited Partnership is allocated the remaining 30%.

         It is the opinion of the General Partner that the Partnership's
         properties are adequately covered by insurance.

Item 2.  Properties

   The Partnership owns the real properties referred to in Item 1 to which
reference is hereby made.

Item 3.  Legal Proceedings

   On September 20, 1995 Everest Investors, LLC ("Everest") filed a lawsuit in
Hennepin County Minnesota's Fourth Judicial District Court against Griffin
Equity Partners and Guardian Investment Corporation ("General Partner"), the
general partner of Griffin Real Estate Fund-V, A Limited Partnership
("Partnership"). The lawsuit alleged that the General Partner had wrongfully
denied Everest access to the books and records of the Partnership. The court
granted, in part, Everest's request for access to the books and records and
ordered the General Partner to provide Everest access to these records. The
General Partner complied with this court order. Everest continued to seek access
to additional books and records of the Partnership beyond the scope of the court
order. The General Partner vigorously defended the Partnership's right to keep
its proprietary records from being reviewed by Everest, who has not been
admitted as a limited partner of the Partnership despite having been assigned a
financial interest in 10 units by some original limited partners.

   The General Partner filed for a dismissal of the matter. The court heard
arguments on September 29, 1995, October 26, 1995 and November 17, 1995. On
November 27, 1995 the court dismissed Everest's lawsuit. Everest appealed the
dismissal in the Minnesota Court of Appeals on March 12, 1996. Briefs were filed
and oral arguments were heard by the court on July 1, 1996. On September 10,
1996 the court affirmed the dismissal.

Item 4.  Submission of Matters to a Vote of Limited Partners

   There were no matters submitted to a vote of the Limited Partners.


                                     PART II

Item 5.  Market for the Partnership's Limited Partnership Interests and Related
         Limited Partner Matters

   There are approximately 2,000 holders of record of units of the Partnership.
There is no public market for units and it is not anticipated that a public
market for units will develop. The General Partner will not redeem or repurchase
units except upon death of the original limited partner.

   Reference is made to Item 6 in this annual report for a discussion of cash
distributions made to the Limited Partners.

Item 6.  Selected Financial Data

         Griffin Real Estate Fund-V, A Limited Partnership
         For the Years Ended December 31, 1996, 1995, 1994, 1993, and 1992

<TABLE>
<CAPTION>

                                                           1996             1995             1994          1993           1992
                                                           ----             ----             ----          ----           ----

<S>                                                    <C>             <C>               <C>           <C>            <C>
Total revenues (d)                                     $ 4,198,088     $  4,412,009      $ 4,006,285   $ 3,773,002    $ 4,455,887

Income (Loss) before extraordinary item                   (190,249)        (127,619)         111,727       578,873     (1,855,501)

Income (Loss) before extraordinary item
 per limited partner unit                                    (4.92)           (3.30)            2.89         14.96         (47.97)

Extraordinary Item:
         Loss on foreclosure of property                         -                -                -             -       (207,500)

Extraordinary item:
         Loss on foreclosure of property
         per limited partner unit (c)                            -                -                -             -          (5.37)

Net income (loss)                                         (190,249)        (127,619)         111,727       578,873      (2,063,001)

Net income (loss) per limited partner unit (c)               (4.92)           (3.30)            2.89         14.96          (53.34)

Total assets                                            14,871,592       15,201,548       15,453,497    15,555,146       14,847,349

Mortgage notes payable                                  13,025,497       13,171,774       13,055,496    13,117,472       13,073,418

</TABLE>

(a) The above selected financial data should be read in conjunction with the
 financial statements and the related notes appearing in Exhibit 13 in this
 annual report.

 (b) Cash distributions of $50 per limited partnership unit have been made to
     the Limited Partners since the inception of the Partnership. These
     distributions have not resulted in taxable income to such Limited Partners
     and have therefore all represented a return of capital under Generally
     Accepted Accounting Principals. Each Partner's taxable income (or loss)
     from the Partnership in each year is equal to his allocable share of the
     taxable income (loss) of the Partnership, without regard to cash generated
     or distributed by the Partnership. The Partnership's taxable income and tax
     losses (including net income and losses from operations but not interest
     income earned on cash reserves and investments) as well as profit or loss
     on the sale of properties will constitute passive activity income and
     losses under the 1986 Act with respect to those taxpayers to which the
     passive activity rules apply.

 (c) The net loss and cash distribution per limited partnership unit are based
     upon the weighted average number of limited partnership units outstanding
     during the period.

 (d) The 1992 figures reflect the foreclosure of Raleigh Forrest Apartments and
     the sale of Kerrybrooke Apartments.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

RESULTS OF OPERATIONS

Summary of Operations - 1996 Compared to 1995

   Rental rates of the property portfolio increased an average of 4.1%. Rental
rate increases at individual properties ranged from a decline of 1.2% at
Ravenwood Apartments to 7.4% at Savannah Oaks Apartments. The Ravenwood rental
rate decline was a result of holding on rental rates and foregoing the
anticipated market rate increases. Occupancy average for the entire property
portfolio declined in 1996 to 93.1% compared to 95.5% for 1995. Occupancy at
Country Club Apartments and Savannah Oaks Apartments declined slightly, but
remained in the high 90% range. Desert Pines occupancy continued the trend
established at the end of 1995 and declined from 96.3% to 91.5%. Ravenwood
Apartments occupancy also declined from 88.1% in 1995 to 86.7% in 1996. The
weakness in the Ravenwood rental market area from 1995 remained throughout 1996.
Although vacancies increased by $120,078 from 1995 to 1996, these were more than
offset by rental increases resulting in a increase of net rents of $53,264.

   Excluding the $246,635 of recognition  of deferred  revenue in 1995,  total
revenues  increased for 1996 compared to 1995 by $32,714.

   Total expenses for 1996 compared to 1995 decreased by $151,291 or 3.3%. This
was essentially due to a substantial decline in interest expense of $171,317.
Individually interest expense decreased at all four properties. The largest
decrease coming at Country Club Apartments with a decrease of interest expense
of $120,066. This decrease was a result of refinancing the mortgage debt in
October 1995 described below. Savannah Oaks Apartments interest expense declined
$44,109 as a result of the loan modification in June 1995. A decrease in
interest expense at Desert Pines Apartments and Ravenwood Apartments totaled
$7,144 which resulted from a slight decline in 1996 of the adjustable interest
rates.

   Excluding the recognition of deferred revenue in 1995 the 1996 revenue
increase of $32,714 and the decrease in operating expenses of $151,291 resulted
in a overall decrease of $184,005 in the net loss for the Partnership.

   During 1996 the Partnership commenced the active sale of Ravenwood
Apartments. A formal agreement for the sale was executed on February 11, 1997.
Currently the purchase is contingent upon the satisfactory approval of the due
diligence by the purchaser. Although there can be no assurance a closing will
take place, if all goes according to schedule a sale of the property will be
concluded during the month of April 1997.


Summary of Operations - 1995 Compared to 1994

   Rental rates of the property portfolio increased an average of 5.2%. Rental
rate increases at individual properties ranged from the smallest increase of
2.5% at Ravenwood Apartments to the largest of 7.1% at Savannah Oaks Apartments.
Occupancy average for the entire property portfolio remained essentially stable
at 95.2% and 95.5% for 1995 and 1994 respectively. Occupancy at Country Club
Apartments and Savannah Oaks Apartments remained steady in the high 90% range.
Desert Pines occupancy began to decline at year-end. The Tucson market where
Desert Pines Apartments is located weakened at the end of 1995 after
strengthening during 1994 and early 1995. This change is attributable to
construction of new multi-family properties and competition from home purchases
as interest rates on home mortgage loans trended downward in the second half of
1995. Slightly lower occupancy is expected at Desert Pines Apartments in 1996.
Ravenwood Apartments occupancy declined in a generally weakening rental market
area. The overall rental market occupancy where Ravenwood Apartments is located
is at best in the mid to high 80% range.

   Interest income declined approximately $13,600 as a result of no longer
receiving interest payments in 1995 on a $308,993 note receivable which was
collected in January 1995. The deferred revenue associated with this receivable
of $246,635 was recognized upon collection and is reflected in the 1995
Statement of Operations. As a result of increased rents and stable occupancy,
total revenue (excluding deferred revenue) increased approximately $159,100.

   The total increase in interest expense was approximately $254,900.
Individually, interest expenses increased at all four properties. The Country
Club Apartments interest expense increased approximately $44,900. This increase
was a result of the interest rate increase on the prior mortgage whose rate
increased from 9.55% at the beginning of 1994 to 12.76% in 1995 until the
property debt was refinanced in October 1995 at a rate of 7.94%. Additional
details regarding the refinancing follow later in this discussion. In addition
to the interest rate increase, the interest expense includes approximately
$23,400 for the prepayment penalty associated with the pay-off of the prior
debt. The Desert Pines Apartment's interest expense increased approximately
$53,700. This was a result of increasing interest rates. The terms of the
mortgage debt include an adjustable interest rate feature.

Rates increased from a low of 6.2% at the beginning of 1994 to the highest rate
of 8.73% in 1995. Interest rates have begun to trend back down with an interest
rate of 8.58% at year-end. The Ravenwood Apartment's interest expense increased
approximately $34,900. This was a result of increasing interest rates. The terms
of the mortgage debt include an adjustable interest rate feature. The interest
rate increased from a low of 7.1% at the beginning of 1994 to a high of 9.48% in
1995. Interest rates have begun to trend back down with an interest rate of
9.16% after year-end. The Savannah Oaks Apartment's interest expense increased
approximately $121,400. This was a result of increased interest rates. The terms
of the mortgage debt note includes an annual adjustment in the interest rate. In
February of 1994, the annual interest rate was set at 7.3%. In February of 1995,
the annual interest rate increased to 11.26%. In June 1995, the debt was
restructured with the lender, and the interest rate was reset and fixed at 9.25%
for the remaining five years of the loan term.

   The $238,000  recovery in 1994 of the property value provision  represents
the recovery of the balance of the provision created in prior years.

   The administrative expense increased approximately $33,400. This was a result
of professional fees paid of approximately $19,000 for the successful protest of
the Country Club Apartments and Savannah Oaks Apartments real estate tax
assessments. The balance of the increase is attributable to an increase in legal
fees relating to the failed first refinancing attempt of Country Club
Apartments, the legal proceedings against Everest Investors, LLC as discussed in
Item 3 to which reference is hereby made, and other miscellaneous legal fees
incurred throughout the year.

   The increase in bad debt expense of approximately $45,500 is attributable to
two factors. In total, uncollectible rents at all of the properties increased by
approximately $15,500. The balance of $30,000 is attributable to the write-off
of two $15,000 notes receivable arising from the disposition of Kerrybrooke
Apartments in 1992 which were deemed uncollectible in 1995.

   Although revenue increased by approximately $159,100 (excluding the
recognition of deferred revenue), the increase in operating expenses excluding
the valuation adjustment provision and depreciation and amortization (all
non-cash items) of approximately $407,100, the majority of which was interest
expense, resulted in a decline in income of approximately $248,000. However, as
a result of the collection of the note receivable, Partnership total cash
increased by approximately $194,400.

   On October 24, 1995, the Partnership replaced the Country Club Apartments
mortgage debt. The terms of the new $3,245,000 loan include a fixed rate of
interest at 7.94% for the ten year term of the loan. The new financing provided
funds to retire the $3,056,000 prior debt, cover the approximate $118,000 cost
of placing the new loan, and provided $71,000 for property improvements. As a
condition of the loan, the lender required that $126,000 be expended on property
improvements. These funds have been escrowed with the lender.

LIQUIDITY

   The Partnership has approximately $450,906 of cash reserves on hand at
December 31, 1996. This should provide the Partnership with ample liquidity with
which to operate the Partnership and provide funds for capital improvements to
the properties in the near term and into the future.

   No distributions were made in 1996. Future distributions will depend on the
cash flow from property operations and from property sales.

   Although there can be no assurance that a sale will ultimately be completed,
the partnership has entered into a purchase agreement dated February 11, 1997
for the sale of its share of Ravenwood Apartments. Upon a successful completion
of a sale, the proceeds will be distributed. Reference is made to Note 1 of the
Notes to Financial Statements filed with this annual report. The partnership has
no other plans for property sales in the near term.

<TABLE>
<CAPTION>

                                 OCCUPANCY TABLE

Approximate occupancy levels of the Partnership's investment property by
quarter.

         Country Club                        Desert Pines                Savannah Oaks               Ravenwood
         Apartments                          Apartments                  Apartments                  Apartments
         Anderson, SC                        Tucson, AZ                  Marietta, GA                Cincinnati, OH
         ------------                        ----------                  ------------                --------------
<S>      <C>                                 <C>                         <C>                        <C>

3/31/96        99%                                94%                         97%                         87%
6/30/96        97%                                89%                         98%                         87%
9/30/96        97%                                93%                         96%                         87%
12/31/96       98%                                90%                         96%                         85%

3/31/95        97%                                99%                         97%                         86%
6/30/95        98%                                95%                         99%                         91%
9/30/95        98%                                96%                         99%                         91%
12/31/95       99%                                95%                         97%                         86%

3/31/94        93%                                98%                         100%                        91%
6/30/94        98%                                95%                         95%                         92%
9/30/94        98%                                96%                         99%                         90%
12/31/94       98%                                96%                         99%                         90%

3/31/93        98%                                96%                         94%                         92%
6/30/93        99%                                92%                         92%                         96%
9/30/93        99%                                96%                         96%                         94%
12/31/93       96%                                97%                         97%                         90%

3/31/92        98%                                93%                         93%                         92%
6/30/92        99%                                83%                         94%                         91%
9/30/92        99%                                90%                         96%                         96%
12/31/92       98%                                94%                         96%                         96%

</TABLE>


               Raleigh Forest                         Kerrybrooke
                Apartments                             Apartments
                Memphis, TN                           Kansas City, MO
                -----------                           ---------------
3/31/96             *                                     *
6/30/96             *                                     *
9/30/96             *                                     *
12/31/96            *                                     *

3/31/95             *                                     *
6/30/95             *                                     *
9/30/95             *                                     *
12/31/95            *                                     *

3/31/94             *                                     *
6/30/94             *                                     *
9/30/94             *                                     *
12/31/94            *                                     *

3/31/93             *                                     *
6/30/93             *                                     *
9/30/93             *                                     *
12/31/93            *                                     *

3/31/               92%                                   78%
6/30/92             81%                                   *
9/30/92             *                                     *
12/31/92            *                                     *

 * Indicates the Partnership did not own the property at the end of the quarter.

Item 8.  Financial Statements and Supplementary Data

         The Table of Contents to Financial Statements, Financial Statements and
Supplementary Data listed in Item 14 are referenced herein as included in the
exhibits attached to this report and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

         There have been no changes in independent auditors and as of the date
of the filing, there were no material disagreements with the current independent
auditors (Larson, Allen, Weishair & Co.,LLP) regarding any of the following:

         1) Accounting principles or practices
         2) Extent and quality of financial statement disclosure
         3) Auditing scope or procedures


                                    PART III

Item 10.  The General Partner of the Partnership

         The General Partners of the Partnership are Griffin Equity Partners, a
Minnesota general partnership formed in October of 1984 by the owners of Griffin
Companies to act, along with Guardian Investment Corporation, a Minnesota
corporation and a wholly owned subsidiary of Griffin Companies ("General
Partner"), as the General Partner for various limited partnerships sponsored by
Griffin Companies. As General Partner, Griffin Equity Partners and Guardian
Investment Corporation manage and control the affairs of the Partnership and
have general responsibility and authority in all matters affecting its business.

         Griffin Companies, A Minnesota Corporation organized in 1969, and its
affiliates are engaged in real estate brokerage, real estate investment
counseling, and management of commercial and multi-family real estate. Griffin
Companies and its Affiliates have organized and served as general partners in
thirty-two privately placed partnerships and six publicly offered partnerships,
which were formed for the purpose of real estate investment.

         The General Partner and its Affiliates provide executive, supervisory
and certain administrative services for the Partnership's operations and the
General Partners are responsible for determining whether, when and on what terms
properties should be sold or refinanced. In addition, the books and records of
the Partnership are maintained by Griffin Companies, and are subject to audit by
independent certified public accountants. The principals of the General Partner
intend to devote only as much of their time to the business of the Partnership
as they determine to be reasonably required. Limited Partners have no right to
participate in the management of the Partnership.

     The identity and business experience of each of the partners of the General
Partner is as follows:

      Larry D. Fransen (age 56) founded Griffin Companies in 1969. He is a
Director and senior officer of each of its operating entities, in addition to
serving as Chairman.

Since 1969, he has acted as general partner in many partnerships investing
in apartments, office buildings, warehouses, land and motels.

      Acting on behalf of Griffin Companies' clients, Mr. Fransen has negotiated
the acquisition and disposition of more than one billion dollars in investment
real estate properties nationwide.

      He is a member of numerous professional organizations, including the
Greater Minneapolis Area Board of Realtors, the Minnesota Association of
Realtors, the National Association of Realtors (NAR), Minnesota Multi Housing
Association (MHA), National Multi-Housing Council (NMHC), the National Apartment
Association (NAA), Commercial and Investment Institute, National Association of
Real Estate Investment Trusts (NAREIT), and the Pension Real Estate Association
(PREA).

      Mr. Fransen holds the CCIM (Certified Commercial Investment Member)
designation of the Commercial Investment Institute, as well as the SRS
(Specialist in Real Estate Securities) designation. For 13 years, he was an
instructor for the Commercial Investment Institute and served as the group's
national president in 1983. He has been awarded the Omega Tau Rho Medal of
Service for his years of service to the National Association of Realtors.

      Robert S. Dunbar (57) is Chief Executive Officer of Griffin Companies.

      Following several years with Control Data Corporation where he held
various administrative and management positions, he was named Executive Vice
President of the U.S. Jaycees in 1970, with responsibility for planning,
budgeting and administration of the national organization. In 1972, he joined
Ed. Phillips & Sons Company in Minneapolis, Minnesota as a sales manager. In
1975 he was elected President of Westland Capital Corporation, a Minneapolis
venture capital firm, where he was responsible for analyzing various companies
for potential investment opportunities. He joined Griffin Companies in 1977.

      Mr. Dunbar is a member of the Institute of Real Estate Management (IREM)
and the Minnesota Multi Housing Association (MHA). He holds the Certified
Apartment Manager (CAM) designation of the National Apartment Association and is
a Certified Property Manager (CPM) as designated by the National Association of
Realtors. Mr. Dunbar also holds a Minnesota Real Estate Broker's License and has
completed the necessary course work for their prestigious Certified Commercial
Investment Member (CCIM) designation conferred by the Commercial Investment
Institute. He is a member of the national Multi-Housing Council and The
Executive Committee (T.E.C.). He also serves on the Board of Trustees of
Northwestern College.

      Messrs. Fransen and Dunbar together own 100% of the issued and outstanding
shares of common stock of Griffin Companies. The principals of the General
Partners represent and warrant that they have a collective personal net worth on
an unaudited cost basis and on an unaudited estimated current value basis
(measured as total assets at estimated current value less all liabilities) in
excess of $1,500,000. The assets of the principals of the General Partners are
largely invested in interests in real property and in Griffin Companies.
Therefore, it may be difficult to precisely value such assets or to liquidate
such assets expeditiously or on terms favorable to the seller.

Item 11. Management Remuneration and Transactions

      Principals of the General Partner receive no current or proposed direct
remuneration in such capacity. The Partnership is required to pay a management
fee to Griffin Companies and the General Partner is entitled to receive a share
of cash distributions, when and as cash distributions are made to the Limited
Partners, and a share of profits or losses as described below:

 .       Profits, losses, other than from refinancing or from the sale of
         Partnership properties, are allocated 99% to the limited partners and
         1% to the General Partner.

 .        Cash flow distributions, other than from refinancing or from the sale
         of Partnership properties, are allocated 95% to the limited partners
         and 5% to the General Partner.

 .       Net proceeds from refinancing or from the sale of property other than
         upon liquidation, less any necessary liability reserves or debt
         payments, will be distributed in the following order subject to the
         General Partners receiving at least 1% of the distributions:

 ..      First, to the limited partners to the extent that prior distributions
               are less than the original capital contribution plus 6% per annum
               (as defined in the Partnership Agreement);

 ..      Second, any unpaid real estate commissions due to the General Partner
               on the resale of the Partnership properties;

 ..      Third, any remaining balance, 85% to the limited partners and 15% to
               the General Partner.

        The Partnership is entitled to engage in various transactions involving
affiliates of the General Partner of the Partnership.

        Griffin Companies ("Griffin"), an affiliate of the General Partner, may
be reimbursed for direct expenses relating to the administration of the
Partnership and operation of the Partnership real property investments. Griffin
received approximately $13,868, $18,504 and $16,797 in 1996, 1995 and 1994
respectively, for these expenses.

        Reference  is made to Note 6 of Notes to  Financial  Statements  filed
with this  annual  report for a  description  of related party transactions.

Item 12. Limited Partnership Ownership of Certain Beneficial Owners and
         Management

        No person or any "group" is known by the Partnership to own beneficially
more than 5% of the outstanding  units of the Partnership.

        The individual principals of the General Partner as a group have the
following interest in the Partnership:

                                 Amount and Nature          Percent of Class
                                  of Beneficial              Outstanding at
      Title of Class                Ownership               December 31,1996
      --------------                ---------               ----------------

 Limited Partnership Units      100 units purchased at             .3%
                                    $500 per unit

         No principal of the General Partner possesses a right to acquire
beneficial ownership of interest of the Partnership.

         There exists no arrangement, known to the Partnership, the operation of
which may at subsequent date result in a change in control of the Partnership.

Item 13. Certain Relationships and Related Transactions

         The partners of Griffin Equity Partners, and the shareholder of
Guardian Investment Corporation, the General Partner of the Partnership, are
also owners and employees of Griffin Companies, a Minnesota Corporation.
Accounts payable affiliates consists of unpaid management fees to and advances
from Griffin Companies The following is a summary of approximate fees incurred
for the years ended December 31:

                                                 1996        1995        1994
                                                 ----        ----        ----

Property management fees                       $221,068     $222,740   $212,246
Major improvement supervisory fees               83,307       78,018     76,680



        On April 26, 1985, Griffin Real Estate Fund-V entered into a joint
venture with Griffin Real Estate Fund-IV for the purpose of purchasing Ravenwood
Apartments, with Griffin Real Estate Fund-V designated as the managing partner.
Griffin Real Estate Fund-IV contributed $330,000 (30%) and Griffin Real Estate
Fund-V contributed $770,000 (70%) to the venture. All allocations of cash flow,
tax consequences, expenses, and future contributions are to be in the ratio of
30% to 70%. There are no remunerations between Griffin Real Estate Fund-IV and
Griffin Real Estate Fund-V in relation to the Ravenwood Joint Venture.

         PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

        The following documents are filed as part of this report:

         Exhibit 13:  Financial Statements and Schedules.

         Exhibit 27:  Financial Data Schedule

        No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing substantially similar to this form 10K.


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated:  March 25, 1997                          Griffin Real Estate Fund-V,
                                                A Limited Partnership




                                                 By:    Larry Fransen \s\
                                                        -----------------
                                                        Larry Fransen
                                                        for the General Partner
                                                        Griffin Equity Partners


Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following person on behalf of the Registrant
and in the capacity and on the date indicated.





Dated:  March 25, 1997                           By:    Larry Fransen \s\
                                                        ----------------
                                                        Larry Fransen
                                                        Managing General Partner
                                                        of the General Partner
                                                        Griffin Equity Partners