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, 1997. 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. [ ]

Form 8-K dated July 1, 1997 is incorporated by reference in this report.



<PAGE>


                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...............................................  3-4

   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...................  5-7

   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, 1997 the Partnership has made the real property
investments 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

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

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

    (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;

    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.

<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP


    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 1997, 1996, or 1995. 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 1997, 1996, and 1995 the
Partnership redeemed zero, thirty and zero 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
------------  ------------  -------------  -------------  --------------
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
------------  ------------  -------------  -------------  --------------
1993                4,764          4,263          4,547           5,085
------------  ------------  -------------  -------------  --------------

<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

                                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
--------------- -------------  -------------  -------------  -------------
          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
--------------- -------------  -------------  -------------  -------------
          1993
      TAX RATE         19.41          18.32          18.60          10.97
    ASSESSMENT       $69,867        $79,286        $66,063        $52,115
--------------- -------------  -------------  -------------  -------------

    *   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 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.

<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

    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, 1997, 1996, 1995, 1994, and 1993

<TABLE>
<CAPTION>
                                 1997                1996                 1995                 1994                1993
                             ------------        ------------         ------------         ------------        ------------
<S>                          <C>                 <C>                  <C>                  <C>                 <C>
Total revenues               $  4,537,913        $  4,198,088         $  4,412,009         $  4,006,285        $  3,773,002
Net income (loss)                 468,804            (190,249)            (127,619)             111,727             578,873
Net income (loss) per
  limited partner
  unit (c)                           6.63               (4.92)               (3.30)                2.89               14.96
Total assets                   12,734,515          14,871,592           15,201,548           15,453,497          15,555,146
Mortgage notes
  payable                      10,761,037          13,025,497           13,171,774           13,055,496          13,117,472

</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 $55 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.

<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

(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.

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

RESULTS OF OPERATIONS

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.

    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.

<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

        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 result in a system failure or miscalculations causing disruptions
    of operations. The General Partner is currently evaluating the accounting
    software to find out if a Year 2000 problem exists. If the results of that
    evaluation show that there is a problem, there will be conversion to another
    software that is widely used in the real estate industry, is readily
    available and is Year 2000 compliant. Such a conversion, if necessary, would
    occur in 1999. The General Partner's current estimate is that the costs
    associated with the Year 2000 issue, and the consequences of incomplete or
    untimely resolution of the Year 2000 issue, will not have a material adverse
    affect on the results of operations or financial position of the Partnership
    in any given year.

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 an 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 an overall decrease of $184,005 in the net loss for the Partnership.

<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

LIQUIDITY

    The Partnership has approximately $575,355 of cash reserves on hand at
December 31, 1997. 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. Sales proceeds of $5 per
unit were distributed following the sale of Ravenwood Apartments in 1997. Future
distributions will depend on the cash flow from property operations and from
property sales.

    Although there can be no assurance that sales will ultimately be completed,
the Partnership intends to sell the Country Club, Desert Pines and Savannah Oaks
Apartments during 1998. Upon a successful completion of each sale, the proceeds
will be distributed.

                                 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

3/31/97     97%               90%              97%                85%
6/30/97     92%               88%              97%                *
9/30/97     94%               91%              93%                *
12/31/97    90%               91%              93%                *

3/31/96     99%               94%              97%                87%
6/30/96     97%               89%              98%                87%
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%

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

<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:

<PAGE>


                GRIFFIN REAL ESTATE FUND-V, A LIMITED PARTNERSHIP

        Larry D. Fransen (age 57) 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 (58) 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.

<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 $16,021, $13,868 and $18,504 in 1997, 1996 and 1995
respectively, for these expenses.

        Reference is made to Note 5 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.

<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 31,1997
            --------------                ---------           ----------------

      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:

                                            1997      1996       1995
                                            ----      ----       ----

           Property management fees      $ 209,951  $ 221,068  $ 222,740
           Major improvement
            supervisory fees                57,649     83,307     78,018


        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.

<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 1, 1997 in regards to the sale of Ravenwood
Apartments on June 16, 1997. Proforma Financial Information was included with
this filing. No annual report or proxy material for the fiscal year 1997 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.

<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 30, 1998                        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 30, 1998                        By:  Larry Fransen \s\
                                                   -----------------
                                                   Larry Fransen
                                                   Managing General Partner
                                                   of the General Partner
                                                   Griffin Equity Partners