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, 1998. 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.  [ ]

Forms 8-K dated July 7, 1998, October 2, 1998 and February 19,1999 are
incorporated by reference in this report.


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP


                                TABLE OF CONTENTS

PART I

      Item 1   Business......................................................1-2

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

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

      Item 4   Submission of Matters to a Vote
               of Limited Partners.............................................3
PART II

      Item 5   Market for the Partnership's Limited Partnership
               Interests and Related Limited Partner Matters...................3

      Item 6   Selected Financial Data.........................................4

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

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

      Item 9   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.............................8
PART III

      Item 10  The General Partner of the Partnership........................8-9

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

      Item 12  Limited Partnership Ownership of Certain
               Beneficial Owners and Management............................10-11

      Item 13  Certain Relationships and Related Transactions.................11
PART IV

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

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


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

                                     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, 1998 the Partnership has made the real property
investment set forth in the following table:

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

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

      (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
            balance and a description of the long-term indebtedness secured by
            the Partnership's real property investment;

      The Partnership's real property investment is subject to competition from
similar types of properties in the vicinity in which it is 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.

                                       -1-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

      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. No
refinancings occurred in 1998, 1997, or 1996. 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 1998, 1997, and 1996 the
Partnership redeemed zero, zero and thirty 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.

                    AVERAGE EFFECTIVE ANNUAL RENTAL PER UNIT

                                               RAVENWOOD        SAVANNAH
           COUNTRY CLUB      DESERT PINES      APARTMENTS       OAKS
           APARTMENTS        APARTMENTS        CINCINNATI,      APARTMENTS
           ANDERSON, SC      TUCSON, AZ        OH               MARIETTA, GA
--------------------------------------------------------------------------------
1998          $5,322            $4,814               *             $6,698
--------------------------------------------------------------------------------
1997           5,284             4,576            $4,447            6,542
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
*Indicates the partnership did not own the property at any time during the year.


                          SCHEDULE OF REAL ESTATE TAXES

                                                                      SAVANNAH
                                                      RAVENWOOD       OAKS
                  COUNTRY CLUB      DESERT PINES      APARTMENTS      APARTMENTS
                  APARTMENTS        APARTMENTS        CINCINNATI      MARIETTA,
                  ANDERSON, SC      TUCSON, AZ        OH (A)          GA
--------------------------------------------------------------------------------
1998 TAX RATE          23.38             16.90                *              *
   ASSESSMENT        $85,074           $98,782                *              *
--------------------------------------------------------------------------------
1997 TAX RATE          20.85             16.94                *          11.35
   ASSESSMENT        $75,877           $99,037                *        $56,760
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
*Indicates the Partnership did not own the property at the time of assessment.

(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 property
is adequately covered by insurance.

                                       -2-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

Item 2.  Properties

      The Partnership owns the real property 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.

                                       -3-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

Item 6.     Selected Financial Data

                Griffin Real Estate Fund-V, A Limited Partnership
        For the Years Ended December 31, 1998, 1997, 1996, 1995, and 1994

<TABLE>
<CAPTION>
                                  1998               1997              1996               1995               1994
                              ------------       ------------      ------------       ------------       ------------
<S>                           <C>                <C>               <C>                <C>                <C>         
Total revenues                $  7,950,786       $  4,537,913      $  4,198,088       $  4,412,009       $  4,006,285
Net income (loss) before
  extraordinary item             5,200,133            468,804          (190,249)          (127,619)           111,727
Net income (loss)
  before extraordinary
  item per limited
  partnership unit (c)              133.85               6.63             (4.92)             (3.30)              2.89
Extraordinary item -
  Loss on extinguishment
  of debt                         (294,229)                --                --                 --                 --
Extraordinary item
  Loss on extinguishment
  of debt per limited
  partnership unit(c)                (7.62)                --                --                 --                 --
Net income (loss)                4,905,904            468,804          (190,249)          (127,619)           111,727
Net income (loss) per
  limited partner
  unit (c)                          126.23               6.63             (4.92)             (3.30)              2.89
Total assets                     3,090,375         12,734,515        14,871,592         15,201,548         15,453,497
Mortgage notes
  payable                        3,101,007         10,761,037        13,025,497         13,171,774         13,055,496
Cash distributions
  per limited
  partner unit (b)            $     174.67       $       5.00                --                 --                 --

</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 $229.67 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 Principles. 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 income (loss) and cash distribution per limited partnership unit
      are based upon the weighted average number of limited partnership units
      outstanding during the period.

                                       -4-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

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

RESULTS OF OPERATIONS

Summary of Operations - 1998 Compared to 1997

            The year 1998 was marked by the continued disposition of the
      Partnership properties that began in 1997. Two of the remaining three
      properties were sold during 1998 and the third was sold during February
      1999. As a result of the sale of the remaining property the Partnership
      was terminated on March 15, 1999. Quarterly distributions resumed in the
      first quarter and continued through the third quarter of 1998 at $3 per
      unit for an annual rate of return of 2.4% of the limited partners'
      original investment.

            Property sales during 1998 included Savannah Oaks Apartments on June
      22 and Desert Pines Apartments on September 18. These sales and the 1997
      sale of Ravenwood Apartments make it impractical to compare results from
      one year to the next for the Partnership taken as a whole. Therefore the
      following discussion is limited to the one remaining property that was
      held for the entire year.

      Country Club Apartments:

            Physical occupancy remained stable at 92% to 93% throughout 1998
      which is slightly up from the year-end 1997 level of 90%. Although rental
      rates increased an average of 2.5%, the offsetting rental loss from
      vacancies and slightly lower "Other Income" in 1998 resulted in only a
      negligible increase in total income over 1997 for the property.

            In a continued effort to boost occupancy, advertising expense rose
      from $9,714 in 1997 to $14,217 in 1998. Various factors contributed to an
      increase in payroll expenses from $148,048 in 1997 to $163,786 in 1998.
      Utilities also rose in 1998 to $71,094 from $66,615 in 1997. Other expense
      categories showed only small increases or decreases while expenses as a
      whole rose 8.1% in 1998.

            Capital expenditures of $75,139 were used almost exclusively for the
      normal recurring replacement of carpet and appliances and window covering
      replacement.

Summary of Operations - 1997 Compared to 1996

            In 1997 the General Partner began marketing the properties for sale
      resulting in the sale of one of the four apartment communities. The
      remaining three continue to be marketed for sale. On June 16, 1997 the
      Partnership sold the Ravenwood Apartments. Therefore comparison of results
      from one year to the next is not possible for the Partnership taken as
      whole. The following discussion is therefore limited to the three
      remaining properties that were held for the entire year.

      Country Club Apartments:

            After a strong 1996, physical occupancy decreased from 98% to 90% by
      December 31, 1997. Rental rates for the year increased 3.5%, but with the
      higher vacancies total revenues decreased by .9%.

            The 1997 operating expenses were mostly consistent with 1996 levels,
      however painting and decorating expense increased by $4,792 from $20,597
      in 1996 to $25,389 in 1997. This increase is the result of the higher
      vacancy rates and the expenses associated with getting apartments rent
      ready. Insurance also declined by $14,823 from $26,629 in 1996 to $11,806
      in 1997 due to a risk re-evaluation by the insurance carrier. Capital
      expenditures of $29,244 were for exterior wood repairs in 1997. 

                                      -5-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

      Desert Pines Apartments:

            Physical occupancy was steady throughout 1997 at or about 90%,
      finishing the year at 91%. Rental rates increased 1.8% while vacancies
      showed an increase over 1996. The net result was a decrease in total
      revenues of 2.6% from 1996 to 1997.

            Most 1997 operating expenses were similar to the amounts spent in
      1996 with the exception of repairs and maintenance. There was a drop of
      $52,091 in repairs and maintenance expense from $222,464 in 1996 to
      $170,373 in 1997. The decrease was mainly due to an unusually high amount
      spent in 1996 for carpet, appliances and unit repairs. Capital
      expenditures of $255,388 were for sidewalk and concrete repairs, roof
      repairs, exterior paint, and siding replacement.

      Savannah Oaks Apartments:

            Physical occupancy in 1997 was 97% after the first two quarters,
      just as it had been for most of 1996. By the end of the third quarter,
      occupancy had decreased to 93% and stayed there through the rest of 1997.
      Rental rates increased 4.6% in 1997 but vacancies increased 26.8%. The net
      effect was an increase in total revenues of 3.1% for 1997 over 1996.

            The 1997 utilities expense was $42,708 higher than in 1996. The
      amount went from $133,718 in 1996 to $176,426 in 1997 due to an increase
      in the cost of water. New water usage meters installed by the city have
      provided readings much higher than the old meters. An investigation is
      underway to explain the change. Meanwhile, the common water line shared
      with an adjacent property is being split off so that neither property will
      pay more or less that its share. Repairs and maintenance increased $18,650
      from $225,366 in 1996 to $244,016 in 1997. This increase is mainly due to
      increased carpet and appliance replacement caused by increased tenant
      turnover. Capital expenditures of $56,910 were used for repairs to
      sidewalks, roofs and interior walls and floors.

      YEAR 2000

            The year 2000 compliance issue concerns the inability of
      computerized information systems to accurately calculate, store or use a
      date after 1999. This could have resulted in a system failure or
      miscalculations causing disruptions of operations. The General Partner had
      been evaluating the accounting software to find out if a Year 2000 problem
      existed. However, given that the Partnership terminated on March 15, 1999
      this is no longer an issue

LIQUIDITY

            The Partnership has approximately $263,575 of cash reserves on hand
      at December 31, 1998. This provided the Partnership with ample liquidity
      with which to operate the Partnership up to its termination on March 15,
      1999. The Partnership sold Country Club Apartments on February 12, 1999
      and distributed sales proceeds of $21 per unit following the sale. Sales
      proceeds of $61 per unit were distributed following the sale of Savannah
      Oaks Apartments and $102 per unit following the sale of Desert Pines
      Apartments in 1998..

                                       -6-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP


                                 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
                 ------------       ------------   -------------  --------------

3/31/98              92%                93%             97%             *
6/30/98              93%                89%              *              *
7/30/98              92%                 *               *              *
12/31/98             92%                 *               *              *

3/31/97              97%                90%             97%            85%
6/30/97              92%                88%             97%             *
7/30/97              94%                91%             93%             *
12/31/97             90%                91%             93%             &

3/31/96              99%                94%             97%            87%
6/30/96              97%                89%             98%            87%
7/30/96              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%
7/30/95              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%
7/30/94              98%                96%             99%            90%
12/31/94             98%                96%             99%            90%

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

                                       -7-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

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:

                                       -8-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

Larry D. Fransen (age 58) 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 (59) 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.

                                       -9-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

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 $50,571, $16,021 and $13,868 and in 1998, 1997 and 1996
respectively, for these expenses.

      Reference is made to Note 4 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.

                                      -10-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED 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 31,1998
           --------------            -----------------          ----------------
      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:

                                        1998             1997             1996
                                     ---------        ---------        ---------

      Property management fees       $ 192,953        $ 209,951        $ 221,068
      Major improvement
         supervisory fees               18,622           57,649           83,307


      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 contributions were 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. After the sale of
Ravenwood Apartments on June 16, 1997, the joint venture terminated as of
December 31, 1997.

                                      -11-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

                                     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

      An 8-K was filed on July 7, 1998 in regards to the sale of Savannah Oaks
Apartments on June 22, 1998. Another 8-K was filed on October 2, 1998 in regards
to the sale of Desert Pines Apartments on September 18, 1998. An 8-K was filed
on February 19, 1999 in regards to the sale of Country Club Apartments on
February 12, 1999. Proforma Financial Information was included with these
filings. No annual report or proxy material for the fiscal year 1998 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.

                                      -12-


<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP


                                   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 29, 1999                      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 29, 1999                      By:  Larry Fransen \s\
                                                 ----------------------------
                                                 Larry Fransen
                                                 Managing General Partner
                                                 of the General Partner
                                                 Griffin Equity Partners

                                      -13-