SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

           ( X ) 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 0-14540

                           FAMOUS HOST LODGING V, L.P.
             (Exact name of registrant as specified in its charter)

                 California                         94-2933595
           (State or other jurisdiction of      (I.R.S. Employer Iden-
          incorporation or organization)            tification No.)

            2030 J Street, Sacramento, California         95814
         (Address of principal executive offices)      (Zip Code)
       Registrant's telephone number, including area code: (916) 442-9183

        Securities registered pursuant to Section 12 (b) of the Act: None
        Securities registered pursuant to Section 12 (g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

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 such shorter  period that the  registrant has
been  required  to file such  reports)  and (2) has been  subject  to the 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 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.(X)

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant.

Inapplicable.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None










                                       1
<PAGE>


                                     PART I

Item l.  BUSINESS

General Development of Business

Famous Host Lodging V, L.P. (the  "Partnership") is a limited  partnership which
was  organized  under  the  Uniform  Limited  Partnership  Act of the  State  of
California on January 17, 1984.

An amendment to the Certificate of Limited  Partnership was executed on February
13, 1991 which changed the Partnership's name from Super 8 Lodging V, Ltd.

The  Managing  General  Partner  of  the  Partnership  is  Grotewohl  Management
Services,  Inc., a California  corporation  organized and fifty percent owned by
Philip B. Grotewohl.  The Associate General Partner of the Partnership is Robert
J. Dana.  The Managing  General  Partner and the Associate  General  Partner are
sometimes  hereinafter  referred to collectively as the "General  Partners." The
Associate  General  Partner does not have general  responsibility  in connection
with the management of the business and affairs of the Partnership.

Through two public  offerings  of units of limited  partnership  interest in the
Partnership (the "Units"), the Partnership sold 9,022 Units at a price of $1,000
per Unit.

Substantially  all of the net proceeds of the public offerings were expended for
or committed to the  acquisition  and/or  development of two  lodging/restaurant
properties,  located  in  Barstow,  California  and San  Francisco,  California,
respectively.  The Partnership retains its interest in the Barstow property. See
Item 2 hereof.  The Partnership sold its interest and development  rights in its
San Francisco  property to another developer rather than completing the purchase
and development of the property itself.

Narrative Description of Business

(a)  Franchise Agreements

Through  February 4, 1991,  the  Partnership  operated  its  Barstow  hotel as a
franchisee  of Super 8 Motels,  Inc.  The  Partnership  now operates its Barstow
hotel and  restaurant  as a  franchise  of  Holiday  Inns,  Inc.  under the name
"Holiday  Inn." The property  began  operations  under such name on February 27,
1991.

Holiday Inns offer  accommodations  in the mid-range of the lodging  industry in
terms of  facilities  and prices.  Holiday  Inns  compete with hotels with brand
names such as Ramada,  Quality Inn,  Courtyard  by Marriott and certain  upscale
Best Westerns.









                                       2
<PAGE>



(b)  Operation of the Hotel and Restaurant

Brown and Grotewohl,  a California general  partnership which is an affiliate of
the  Managing  General  Partner  (the  "Manager"),   manages  and  operates  the
Partnership's hotel and restaurant.  The Manager's responsibilities include, but
are not limited to,  supervision  and direction of the  Partnership's  employees
having  direct  responsibility  for  the  operation  of  hotel  and  restaurant,
establishment  of room rates and direction of the promotional  activities of the
Partnership's  employees.  In  addition,  the Manager  directs  the  purchase of
replacement  equipment and supplies,  maintenance activity and the engagement or
selection  of  all  vendors,   suppliers  and   independent   contractors.   The
Partnership's  financial activities are performed by the individual motel staffs
and a centralized accounting staff, all of which work under the direction of the
Manager.  Together,  these staffs perform all  bookkeeping  duties in connection
with the hotel and restaurant,  including all collections and all  disbursements
to be paid out of funds generated by hotel  operations or otherwise  supplied by
the Partnership.

As of December 31, 1997, the Partnership employed a total of 49 persons,  either
full or  part-time at the Barstow  hotel and  restaurant,  including  eight desk
clerks, 16 housekeeping and laundry personnel,  four maintenance personnel,  one
general manager,  four cooks and dishwashers,  11 servers and bus persons,  four
bartenders and one restaurant manager.

In addition,  and as of the same date,  the  Partnership  employed 11 persons in
administrative positions at its central office in Sacramento, California, all of
whom worked for the Partnership on a part-time basis. They included  accounting,
investor  service,  sales and  marketing  and hotel  supervisory  personnel,  an
attorney,  secretarial  personnel,  and  purchasing  personnel.  Employed by the
Partnership  on a part-time  basis are David and Mark  Grotewohl,  relatives  of
Philip Grotewohl,  chairman of the Managing General Partner. David Grotewohl, an
attorney,   is  the  Partnership's  general  counsel  and  is  the  Director  of
Operations. Mark Grotewohl is the Director of Marketing and Sales

(c)  Property Acquisition and Development

The net proceeds of the offering of the Units were expended in  connection  with
the acquisition (by lease) and development of the 148-room  property in Barstow,
California and for the partial  development  of a hotel site in the  Fisherman's
Wharf area of San Francisco, California.

It is the present intention of the Managing General Partner that the proceeds of
any sale or  refinancing  of the Barstow  property be distributed to the Limited
Partners rather than reinvested.

(d)  Competition

As discussed in greater detail below,  the Partnership  faces  competition  from
hotels and motels of varying quality and size,  including other mid-range hotels
and  motels  which  are part of  nationwide  chains  and  which  have  access to
nationwide reservation systems.




                                       3
<PAGE>



Item 2.  PROPERTIES

Barstow

On May 10, 1984, the Partnership entered into a long-term lease of 3.05 acres of
unimproved  land  located  on East  Main  Street  in  Barstow,  California.  The
leasehold is located  within a 15-acre  parcel which was developed as a lodging,
restaurant,  retail and theater  complex known as "Barstow  Station  Too!".  The
Barstow  hotel is the only hotel or motel to be  included  in the  complex.  The
original  term of the lease is for 50 years  with  lessee's  option to renew for
three additional 10-year periods.

The Barstow hotel,  which consists of 148  guestrooms,  was placed in service on
December 31, 1985, at which date 96 guestrooms were available for occupancy. The
remaining 52 guestrooms became available for occupancy on March 15, 1986.

On June 15, 1987 the Partnership  commenced operation of a family restaurant and
cocktail  lounge  immediately  adjacent to the Barstow  hotel.  The  Partnership
leases the  restaurant  facility  from Fred  Rosenberg,  the lessor of the hotel
site.

On May 30,  1990,  the  Partnership  entered into a written  agreement  with the
lessor  for the  amendment  of the hotel and  restaurant  facility  leases.  The
restaurant facility lease term was extended from January 1, 1991 to December 31,
2010;  however,  the  Partnership  has the option of terminating the lease after
January 1, 2001 if the Partnership  should  terminate its license to operate the
hotel as a franchise of Holiday Inns,  Inc.  Additional  rent for the hotel site
and  restaurant  facility  was changed so as to be the amount by which 9% of the
combined annual gross sales from the hotel and restaurant  facility  exceeds the
combined  annual minimum rent ($275,556 as of December 31, 1997;  $280,116 as of
December 31, 1998) under the hotel site and restaurant facility leases.

In 1997,  the  Partnership  incurred a total of $285,302 in rent expense for its
Barstow hotel site and restaurant  facility.  In addition,  the Partnership pays
all property taxes and assessments for each leaseshold site.

The Barstow hotel  achieved the following  average  occupancy  rates and average
room rates during 1997, 1996 and 1995.

                                            Annual Averages
                                   1997           1996         1995
                                --------------------------------------
        Average Occupancy Rate     68.6%         71.1%         74.9%
        Average Room Rate         $66.30         $64.63       $60.95

The following lodging facilities provide direct and indirect  competition to the
Partnership's Barstow hotel:








                                       4
<PAGE>

                                                         APPROXIMATE
                                         NUMBER            DISTANCE
                FACILITY                OF ROOMS        FROM THE HOTEL
          ---------------------         --------        --------------
          Quality Inn                      100             Adjacent
          Days Inn                         113            0.25 miles
          Comfort Inn                       62            0.50 miles
          Vagabond Inn                      67            0.50 miles
          Best Western                      79            0.50 miles
          Holiday  Inn Express              65            3.00 miles

The Barstow  hotel's major sources of patronage are generated by local  military
bases,  with  civilian  Federal   employees,   military  personnel  and  Federal
government contractors generating approximately 26% of the hotel's room revenue.
The  Barstow  area also  attracts  traveling  salespeople  and other  commercial
travelers.

For a discussion of the revenue  received by the Partnership from the restaurant
and lounge see Item 7 hereof.

Item 3.  LEGAL PROCEEDINGS

On October 27, 1997 a complaint was filed in the United States  District  Court,
Eastern District of California by the registrant,  the Managing General Partner,
and  four  other  limited  partnerships  (together  with  the  registrant,   the
"Partnerships")  as to which the  Managing  General  Partner  serves as  general
partner (i.e.,  Super 8 Motels,  Ltd.,  Super 8 Motels II, Ltd.,  Super 8 Motels
III, Ltd., and Super 8 Economy Lodging IV, Ltd.),  as plaintiffs.  The complaint
named as defendants  Everest/Madison  Investors, LLC, Everest Lodging Investors,
LLC, Everest Properties, LLC, Everest Partners, LLC, Everest Properties II, LLC,
Everest  Properties,  Inc., W. Robert  Kohorst,  David I. Lesser,  The Blackacre
Capital Group,  L.P.,  Blackacre Capital  Management  Corp.,  Jeffrey B. Citron,
Ronald J.  Kravit,  and  Stephen P.  Enquist ( the  "Everest  Defendants").  The
factual basis underlying the plaintiffs'  causes of actions  pertained to tender
offers  directed  by  certain  of the  defendants  to  limited  partners  of the
Partnerships,  and to  indications of interest made by certain of the defendants
in purchasing  the property of the  Partnerships.  The  complaint  requested the
following  relief:  (i) a declaration  that each of the  defendants had violated
Sections  13(d),  14(d) and 14(e) of the  Securities  Exchange  Act of 1934 (the
"Exchange Act"), and the rules and regulations promulgated by the Securities and
Exchange  Commission  thereunder;   (ii)  a  declaration  that  certain  of  the
defendants  had  violated  Section  15(a) of the  Exchange Act and the rules and
regulations thereunder; (iii) an order permanently enjoining the defendants from
(a)  soliciting  tenders  of  or  accepting  for  purchase   securities  of  the
Partnerships,  (b)  exercising  any voting  rights  attendant to the  securities
already acquired, (c) soliciting proxies, and (d) violating Sections 13 or 14 of
the Exchange Act or the rules and regulations  promulgated  thereunder;  (iv) an
order enjoining  certain of the defendants  from violating  Section 15(a) of the
Exchange Act and the rules and regulations promulgated thereunder;  (v) an order
directing  certain of the defendants to offer to each person who sold securities
to such  defendants the right to rescind such sale; and (vi) a declaration  that
the  Partnerships  need not provide to the defendants a list of limited partners
in the Partnerships or any other information  respecting the Partnerships  which
is not publicly available.



                                       5
<PAGE>

On October 28, 1997 a complaint was filed in the Superior  Court of the State of
California,   Sacramento   County  by  Everest   Lodging   Investors,   LLC  and
Everest/Madison  Investors,  LLC, as plaintiffs,  against  Philip B.  Grotewohl,
Grotewohl Management Services,  Inc., Kenneth M. Sanders,  Robert J. Dana, Borel
Associates,  and BWC  Incorporated,  as  defendants,  and the  Partnerships,  as
nominal defendants.  The factual basis underlying the causes of action pertained
to the  receipt  by the  defendants  of  franchise  fees  and  reimbursement  of
expenses,  the  indications of interest made by the plaintiffs in purchasing the
properties of the nominal defendants,  and the alleged refusal of the defendants
to provide  information  required by the terms of the Partnerships'  partnership
agreements and California law. The complaint requested the following relief: (i)
a  declaration  that the action has a proper  derivative  action;  (ii) an order
requiring the defendants to discharge their fiduciary duties to the Partnerships
and to enjoin them from breaching their fiduciary duties;  (iii) disgorgement of
certain profits; (iv) appointment of a receiver; and (v) an award for damages in
an amount to be determined.

On February 20, 1998, the parties  entered into a settlement  agreement and both
of the above complaints were dismissed.  Pursuant to the terms of the settlement
agreement,  among other things,  the General  Partner has agreed to proceed with
the marketing for sale of the  properties  of the  Partnerships,  if by June 30,
1998, it receives an offer to purchase one or more  properties  for a cash price
equal to 75% or more of the appraised  value.  In addition,  the General Partner
has agreed to submit the offer for approval to the limited  partners as required
by the  partnership  agreements and applicable law. The General Partner has also
agreed that upon the sale of one or more properties,  to distribute promptly the
proceeds of the sale after  payment of payables and retention of reserves to pay
anticipated expenses. The Everest Defendants agreed not to generally solicit the
acquisition of any  additional  units of the  Partnerships  without first filing
necessary  documents with the SEC. Under the terms of the settlement  agreement,
the  Partnerships  have agreed to reimburse the Everest  Defendants  for certain
costs not to exceed  $60,000,  to be allocated among the  Partnerships.  Of this
amount,  the Partnership will pay  approximately  $12,000 during the year ending
December 31, 1998.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable.
                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

Market Information

The  Units are not  freely  transferable  and no public  market in the Units has
developed or is expected to develop.

Holders

As of December 31, 1997 a total of 1,861 investors (the "Limited Partners") held
Units in the Partnership.





                                       6
<PAGE>

Distributions

Cash distributions are made from Cash Available for Distribution, defined in the
Partnership's  Amended  and  Restated  Agreement  of  Limited  Partnership  (the
"Partnership   Agreement")  as  Cash  Flow,  less  adequate  cash  reserves  for
obligations of the Partnership for which there is no provision.  Cash Flow means
cash funds provided from operations of the  Partnership,  without  deduction for
depreciation,  but after  deducting  cash funds  used to pay or provide  for the
payment of debt service, capital improvements and replacements and the operating
expenses  of each  property  and the  Partnership.  Of the  Cash  Available  for
Distribution  fin any year,  the General  Partners will receive 10% thereof,  of
which 9% will  constitute  a fee for  managing  the  Partnership  and 1% will be
attributable   to  their   interest   in  the   profits   of  the   Partnership.
Notwithstanding  the  preceding,  the  General  Partners  will not  receive  any
distributions  of Cash  Available  for  Distribution  in any year in  which  the
Limited Partners do not receive distributions of Cash Available for Distribution
in an amount at least equal to a 14% cumulatve  return on their adjusted capital
contributions.

The  Partnership's  distributions of Cash Available for Distribution  during the
two most recent fiscal years were as follows:

                                     Total         Amount
                      Date        Distribution     Per Unit
                    --------      ------------     --------
                    02/15/96         $83,002        $9.20
                    05/15/96         $83,002        $9.20
                    08/15/96         $83,002        $9.20
                    11/15/96         $83,002        $9.20
                    02/15/97         $83,002        $9.20
                    05/15/97         $83,002        $9.20
                    08/15/97         $83,002        $9.20
                    11/15/97         $83,002        $9.20

No  distributions  of Cash Available for  Distribution  were made to the General
Partners.

Cash distributions are also made from Sale or Refinancing  Proceeds,  defined in
the  Partnership  Agreement as the cash proceeds from a sale or refinancing of a
Partnership  property  remaining after retirement of mortgage debt, all expenses
related to the transaction, and any fees payable to the General Partners. Of the
Sale or Refinancing Proceeds available for distribution in any year, the General
Partners will receive 15% thereof,  of which 14% will  constitute a subordinated
incentive fee and 1% will be attributable to their interest in the  Partnership.
Notwithstanding   the   preceding,   the  General   Partners  will  not  receive
distributions  of Sale or Refinancing  Proceeds  until each Limited  Partner has
received from cumulative distributions of Sale or Refinancing Proceeds an amount
equal  to  100%  of  his  capital  contributions  and  has  received  additional
distributions from all sources equal to 10% per annum cumulative on his adjusted
capital contributions.







                                       7
<PAGE>



Item 6.  SELECTED FINANCIAL DATA

Following are selected  financial data for the  Partnership for the fiscal years
ended December 31, 1997, 1996, 1995, 1994 and 1993.



















































                                       8
<PAGE>



                           FAMOUS HOST LODGING V, L.P.

Item 6. Selected Financial Data



                                      Years Ended December 31:
                     ----------------------------------------------------------
                         1997        1996        1995        1994        1993
                     ----------  ----------  ----------  ----------  ----------

Guest room income    $2,458,115  $2,489,982  $2,466,338  $2,526,730  $2,458,535
Restaurant income      $690,622    $655,746    $636,141    $701,900    $775,129
Interest income          $6,938      $9,131     $11,825     $13,899     $11,802
Net income (loss)      ($45,074)    $14,787     $78,676    $188,470     $82,208

Per Partnership Unit:
 Cash distributions      $36.80      $36.80      $36.80      $34.40      $16.00
 Net income (loss)       $(4.95)      $1.62       $8.63      $20.68       $9.02


                                             December 31:
                     ----------------------------------------------------------
                         1997        1996        1995        1994        1993
                     ----------  ----------  ----------  ----------  ----------

Total assets         $2,430,463  $2,815,123  $3,127,918  $3,411,671  $3,523,707
Long-term debt             -           -           -           -           -



























                                       9
<PAGE>


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATION

Liquidity and Capital Resources

The Managing General Partner believes that the Partnership's liquidity,  defined
as its  ability to  generate  sufficient  cash to  satisfy  its cash  needs,  is
adequate.  The  Partnership's  primary source of liquidity is its cash flow from
operations.  The  Partnership  had as of  December  31, 1997  current  assets of
$216,599,  current liabilities of $176,765 and, therefore,  an operating reserve
of $39,834.  The  Partnership  Agreement  requires  reserves  equal to 5% of the
adjusted capital accounts, which are approximately $5,536,000.  Current reserves
are below this $276,800 required reserve as in 1996 the Managing General Partner
decided to pay for capitalized  renovations  and  replacement  from cash on hand
rather than incur  debt.  The reserve  should be  replenished  during the coming
fiscal year to the extent made possible by operations.

During the fiscal year covered by this report, the Partnership expended $103,300
for  renovations  and  replacements,  of  which  $50,387  was  capitalized.  The
expenditures  included $25,714 for desk chairs,  chairs and sleep sofas, $19,721
for parking lot  repairs,  $12,341 for  guestroom  carpet,  $6,200 for  security
equipment,  $7,478 for lamp and ballast  upgrades,  $5,700 for roof  repairs and
$7,132 for restaurant signage.

During the fiscal year ended December 31, 1996, the Partnership expended $70,569
for  renovations  and  replacements,  of  which  $29,643  was  capitalized.  The
expenditures  included  $11,148 for  computer  systems,  $9,103 for  replacement
chairs, $5,797 for carpet,  $5,195 for tub refinishing,  $4,745 for roof repairs
and $4,000 for pool replastering.

The properties may be sold pusuant to Item 3, "Legal Proceedings."

 Results of Operations

Combined Financial Results

The following  tables  summarize  the  Partnership's  operating  results for the
fiscal  years  ended  December  31,  1995,  1996 and 1997 on a  combined  basis.
Individual  hotel and  restaurant  results follow in separate  subsections.  The
income and expense  numbers in the following table are shown on an accrual basis
and other payments on a cash basis.

                                       Average         Average
                                        Hotel           Hotel
                                      Occupancy         Room
            Fiscal Year Ended:           Rate           Rate
            ------------------        ---------        -------
            December 31, 1995           74.9%          $60.95

            December 31, 1996           71.1%          $64.63

            December 31, 1997           68.6%          $66.30




                                       10
<PAGE>

                                              Total           Partnership
                           Total           Expenditures        Cash Flow
   Fiscal Year Ended:     Revenues       and Debt Service         (1)
   ------------------     ----------     ----------------     -----------
   December 31, 1995      $3,213,820        $3,158,485           $55,335

   December 31, 1996      $3,257,416        $2,961,860          $295,556

   December 31, 1997      $3,250,726        $3,063,793          $186,933

(1) While Partnership Cash Flow as it is used here is not an amount found in the
financial  statements,  it is the best  indicator  of the  annual  change in the
amount,  if any,  available  for  distribution  to the Limited  Partners.  These
calculations are reconciled to the financial statements in the following table.

Reconciliation  of  Partnership  Cash Flow from the chart above to Net Income as
shown on the Statements of Operations in the financial statements is as follows:

                                   1997         1996         1995
                                ----------   ----------   ----------
Partnership Cash Flow             $186,933     $295,556      $55,335
Additions to Fixed Assets           50,387       29,643      306,084
Depreciation and Amortization     (281,791)    (299,764)    (278,574)
Other Items                           (603)     (10,648)      (4,169)
                                ----------   ----------   ----------
Net Income (Loss)                 ($45,074)     $14,787      $78,676
                                ==========   ==========   ==========

The following is a  reconciliation  of the Partnership  Cash Flow shown above to
the aggregate  total of Cash Flow from Hotel  Operations  (shown in the seceding
subsection)  and the Total  Restaurant  Net Loss  (shown in the second  seceding
subsection).
                                               1997        1996         1995
                                            ----------  ----------  ----------
Cash Flow from Hotel Operations               $408,473    $467,476    $251,271
Total Restaurant Net Loss                     (231,552)   (182,081)   (207,886)
                                            ----------  ----------  ----------
Aggregate Cash Flow from Property Operations  $176,921     285,395      43,385
Interest on Cash Reserves                        6,938       9,131      11,825
Other Income (net of Other Expenses) not
  allocated to the property                      3,074       1,030         125
                                            ----------  ----------  ----------
Partnership Cash Flow                         $186,933    $295,556     $55,335
                                            ==========  ==========  ==========













                                       11
<PAGE>



Hotel Operations

The following table summarizes the operating results of the hotel for the fiscal
years ended December 31, 1997,  1996, and 1995. Total  expenditures  include the
operating expenses of the hotel,  together with the cost of capital improvements
and those Partnership expenses properly allocable to such hotel.

                                                            Cash Flow
                                                              from
                              Total           Total           Hotel
      Fiscal Year Ended:     Revenues      Expenditures     Operations
      ------------------    ----------     ------------     ----------
      December 31, 1995     $2,565,636       $2,314,365       $251,271

      December 31, 1996     $2,591,465       $2,123,989       $467,476

      December 31, 1997     $2,553,167       $2,144,694       $408,473

The Partnership's hotel experienced a $38,298 or 1.5% decrease in total revenues
during the fiscal year covered by this report as compared to the previous fiscal
year. The decrease in average occupancy rate from 71.1% in 1996 to 68.6% in 1997
was  partially  offset by an increase  in the average  daily rate from $64.63 in
1996 to $66.30 in 1997.  The  occupancy  generated by the group market  segments
declined while occupancy by the other market segments stayed about the same. The
average room rate for all market segments increased due to rate increases.

The  Partnership's  hotel  achieved a $25,829 or 1.0% increase in total revenues
during the fiscal year ended  December  31,  1996 as  compared  to the  previous
fiscal year. The 3.8 percentage point decline in the average  occupancy rate was
offset by the $3.68 increase in the average room rate.  The occupancy  generated
by the government and corporate market segments  declined while occupancy by the
other market segments  increased.  The average room rate for all market segments
increased due to rate increases.

The Barstow  hotel's  total  expenditures  increased  $20,705 or 1.0% during the
fiscal year covered by this report as compared to the previous fiscal year. This
included  increases  of $7,855 for  additional  billboards,  $9,139 for  central
overhead allocation, $8,776 for travel agent commissions,  $8,145 for legal fees
and $43,879 for  renovations  and  replacements.  These increases were partially
offset by reductions of $34,243 in security services.

The Barstow hotel's total  expenditures and debt service  decreased  $190,376 or
8.2% during the fiscal year ended  December 31, 1996 as compared to the previous
fiscal  year.  This  decrease is  primarily  attributable  to the  reduction  in
renovations and replacements between this fiscal year and the previous one. This
decrease was partially offset by increased  expenditures of $69,170 for security
services,  of $9,858 for front desk wages and  salaries,  of $8,589 in  workers'
compensation  insurance,  of  $7,311  for  print  advertising,  of  $16,780  for
commissions and of $7,250 for appraisal fees.






                                       12
<PAGE>
Restaurant Operations

The following table  summarizes the operating  results of the restaurant for the
fiscal years ended December 31, 1997, 1996, and 1995:

                                    1997             1996            1995
                              ---------------  ---------------  ---------------
Food Sales                    $533,750 100.0%  $506,255 100.0%  $496,097 100.0%
Cost of Food Sales            (229,820)-43.1%  (203,022)-40.1%  (183,583)-37.0%
                              --------         --------         --------
Gross Profit from Food Sales  $303,930  56.9%   303,233  59.9%   312,514  63.0%

Beverage Sales                 156,871 100.0%   149,490 100.0%   140,044 100.0%
Cost of Beverages Sold         (50,488)-32.2%   (50,866)-34.0%   (47,772)-34.1%
                              --------         --------         --------
Gross Profit from
   Beverage Sales             $106,383  67.8%    98,624  66.0%    92,272  65.9%

                              --------         --------         --------
Combined Gross Profit         $410,313  59.4%   401,857  61.3%   404,786  63.6%
Restaurant Operating Expenses (641,865)-92.9%  (583,938)-89.0%  (612,672)-96.3%
                              --------         --------         --------

Total Restaurant Net Loss    $(231,552)-33.5% $(182,081)-27.8% $(207,886)-32.7%
                              ========         ========         ========

The Partnership's restaurant at the Barstow Holiday Inn experienced a $49,471 or
27.2%  increase in its net loss during the fiscal year covered by this report as
compared to the previous fiscal year. There was an effort to increase restaurant
sales,  but the costs rose faster than  revenue.  Holiday Inn has  modified  its
standards  so  that  the  restaurant  can be  reduced  from a 16  hours  per day
operation to a six hour per day  operation.  Effective  February  23, 1998,  the
restaurant hours were reduced to seven hours per day.  Financial  projections of
the modified operation indicate that future restaurant  operating losses will be
much lower than those experienced during the last three fiscal years.

The  Partnership's  restaurant at the Barstow  Holiday Inn achieved a $25,805 or
12.4% decrease in its net loss during the fiscal year ended December 31, 1996 as
compared to the previous  fiscal year. The improved  performance is attributable
to the elimination of $20,000 in professional  fees and some renovations paid in
the previous year.

Future Trends

The Managing  General Partner  expects that the hotel's  occupancy  rates,  room
rates and restaurant  revenues (and hence  profits) will be negatively  impacted
should the present reduced  military  activity  continue.  The Managing  General
Partner  anticipates  that improved  restaurant  revenues,  occupancy  rates and
perhaps room rates would result from expanded activity  associated with the Fort
Irwin National Training Center. None of the federal government  installations in
the Barstow area are scheduled for closure.

The Managing  General Partner  anticipates that any increases in operating costs
and  expenses  due to inflation  during the period in which the  Partnership  is
operating its hotel and restaurant  will be met, to the extent  possible,  by an
upward adjustment in room rates and restaurant prices.

The properties may be sold pursuant to Item 3 above.
                                       13
<PAGE>


Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inapplicable.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial  Statements and Notes to Financial  Statements  attached hereto at
pages F-1 through F-13.
















































                                       14
<PAGE>



















                           ANNUAL REPORT ON FORM 10-K

                                     ITEM 8

                              FINANCIAL STATEMENTS

                           FAMOUS HOST LODGING V, L.P.

                             SACRAMENTO, CALIFORNIA

                                DECEMBER 31, 1997




























                                      F-1
<PAGE>

Item 8: Financial Statements



                           FAMOUS HOST LODGING V, L.P.

                          INDEX OF FINANCIAL STATEMENTS



                                                                        Pages
                                                                        -----
    Report of Independent Certified Public Accountants                  F-3

    Balance Sheets, December 31, 1997 and 1996                          F-4

    Statements of Operations for the years ended
      December 31, 1997, 1996 and 1995                                  F-5

    Statements of Partners' Equity for the years ended
      December 31, 1997, 1996 and 1995                                  F-6

    Statements of Cash Flows for the years ended                        F-7 to
      December 31, 1997, 1996 and 1995                                  F-8

    Notes to Financial Statements                                       F-9 to
                                                                        F-13












Note:  All  schedules  have been omitted since the required  information  is not
present or not  present  in amounts  sufficient  to  require  submission  of the
schedules  or because the  information  required  is  included in the  financial
statements or notes thereto.














                                      F-2
<PAGE>

             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Partners
Famous Host Lodging V, L.P.

We have audited the accompanying balance sheets of Famous Host Lodging V,L.P., a
California  limited  partnership,  as of  December  31,  1997 and 1996,  and the
related  statements of operations,  partners' equity, and cash flows for each of
the years in the three year period  ended  December 31,  1997.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance  about  whether the  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Famous Host Lodging V, L.P. as
of December 31, 1997 and 1996,  and the results of its  operations  and its cash
flows for each of the years in the three year period ended December 31, 1997, in
conformity with generally accepted accounting principles.


VOCKER KRISTOFFERSON AND CO.


February 26, 1998
San Mateo, California


















                                      F-3

<PAGE>

                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                                 BALANCE SHEETS
                           December 31, 1997 and 1996


                                     ASSETS

                                                           1997         1996
                                                        ----------   ----------
Current Assets:
 Cash and temporary investments (Notes 1, 3, 8 and 9)   $  146,113   $  246,283
 Accounts receivable                                        32,624       24,531
 Prepaid expenses                                           37,862       39,762
                                                        ----------   ----------
   Total Current Assets                                    216,599      310,576
                                                        ----------   ----------
Property and Equipment (Note 2):
 Building                                                4,077,604    4,077,604
 Furniture and equipment                                 1,294,151    1,253,417
 Projects in progress                                         -          58,444
                                                        ----------   ----------
                                                         5,371,755    5,389,465
 Accumulated depreciation and amortization              (3,190,183)  (2,917,212)
                                                        ----------   ----------
   Property and Equipment, Net                           2,181,572    2,472,253
                                                        ----------   ----------

Other Assets                                                32,294       32,294
                                                        ----------   ----------
      Total Assets                                      $2,430,465   $2,815,123
                                                        ==========   ==========

                        LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:
 Accounts payable and accrued liabilities               $  165,909   $  184,017
 Due to related parties                                     10,856          322
                                                        ----------   ----------

   Total Liabilities                                       176,765      184,339
                                                        ----------   ----------

Contingent Liabilities and Lease Commitments (Notes 4 and 5)

Partners' Equity:
 General Partners                                            3,385        3,836
 Limited Partners                                        2,250,315    2,626,948
                                                        ----------   ----------
   Total Partners' Equity                                2,253,700    2,630,784
                                                        ----------   ----------

      Total Liabilities and Partners' Equity            $2,430,465   $2,815,123
                                                        ==========   ==========

                See accompanying notes to financial statements.

                                      F-4
<PAGE>

                          FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                            STATEMENTS OF OPERATIONS


                                                  Years Ended December 31:
                                             ----------------------------------
                                                1997        1996        1995
                                             ----------  ----------  ----------
Income:
 Guest room                                  $2,458,115  $2,489,982  $2,466,338
 Restaurant                                     690,622     655,746     636,141
 Telephone and vending                           55,707      65,512      54,893
 Interest                                         6,938       9,131      11,825
 Other                                           39,344      37,045      44,624
                                             ----------  ----------  ----------
   Total Income                               3,250,726   3,257,416   3,213,821
                                             ----------  ----------  ----------

Expenses:
 Hotel and restaurant operations
  (Notes 4, 5 and 6)                          2,774,813   2,701,717   2,634,845
 General and administrative (Note 4)             77,356      78,787      61,637
 Depreciation and amortization (Note 2)         281,791     299,764     278,574
 Property management fees (Note 4)              161,840     162,361     160,089
                                             ----------  ----------  ----------
   Total Expenses                             3,295,800   3,242,629   3,135,145
                                             ----------  ----------  ----------

   Net Income (Loss)                         $  (45,074) $   14,787  $   78,676
                                             ==========  ==========  ==========



Net Income (Loss) Allocable to
 General Partners                                 $(451)       $148        $787
                                                =======     =======     =======

Net Income (Loss) Allocable to
 Limited Partners                              $(44,623)    $14,639     $77,889
                                               ========    ========    ========


Net Income (Loss) Per Partnership
 Unit (Note 1)                                    $4.95       $1.62       $8.63
                                                =======     =======     =======

Distributions to Limited Partners
 Per Partnership Unit (Note 1)                   $36.80      $36.80      $36.80
                                                =======     =======     =======





                See accompanying notes to financial statements.

                                      F-5
<PAGE>

                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                         STATEMENTS OF PARTNERS' EQUITY

                                                  Years Ended December 31:
                                             ----------------------------------
                                                1997        1996        1995
                                             ----------  ----------  ----------
General Partners:
 Balance, beginning of year                  $    3,836  $    3,688  $    2,901
 Net income (Loss)                                 (451)        148         787
                                             ----------  ----------  ----------
  Balance, End of Year                            3,385       3,836       3,688
                                             ----------  ----------  ----------

Limited Partners:
 Balance, beginning of year                   2,626,948   2,944,319   3,198,440
 Net income (Loss)                              (44,623)     14,639      77,889
 Less: Cash distribution to limited partners   (332,010)   (332,010)   (332,010)
                                             ----------  ----------  ----------
   Balance, End of Year                       2,250,315   2,626,948   2,944,319
                                             ----------  ----------  ----------

   Total Partners' Equity                    $2,253,700  $2,630,784  $2,948,007
                                             ==========  ==========  ==========






























                See accompanying notes to financial statements.

                                      F-6
<PAGE>

                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                            STATEMENTS OF CASH FLOWS

                                                  Years Ended December 31:
                                             ----------------------------------
                                                1997        1996        1995
                                             ----------  ----------  ----------

Cash Flows From Operating Activities:
  Received from hotel and restaurant
   operations                                $3,237,065  $3,255,807  $3,224,408
  Expended for hotel and restaurant
   operations and general and
   administrative expenses                   (2,963,719) (2,942,661) (2,878,610)
  Interest received                               8,651       8,216      11,223
                                             ----------  ----------  ----------
    Net Cash Provided by Operating
     Activities                                 281,997     321,362     357,021
                                             ----------  ----------  ----------
Cash Flows From Investing Activities:
  Proceeds from sale of property
   and equipment                                    230         500       3,060
  Purchases of property and equipment           (50,387)    (29,643)   (306,084)
                                             ----------  ----------  ----------
    Net Cash Used by Investing Activities       (50,157)    (29,143)   (303,024)
                                             ----------  ----------  ----------
Cash Flows From Financing Activities:
  Distributions paid to limited partners       (332,010)   (332,010)   (332,010)
                                             ----------  ----------  ----------
    Net Cash Used by Financing Activities      (332,010)   (332,010)   (332,010)
                                             ----------  ----------  ----------

    Net Increase (Decrease) in Cash
     and Temporary Investments                 (100,170)    (39,791)   (278,013)


Cash and Temporary Investments:
  Beginning of year                             246,283     286,074     564,087
                                             ----------  ----------  ----------

    End of Year                              $  146,113  $  246,283  $  286,074
                                             ==========  ==========  ==========












                See accompanying notes to financial statements.

                                      F-7
<PAGE>

                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                      STATEMENTS OF CASH FLOWS (Continued)

                                                  Years Ended December 31:
                                             ----------------------------------
                                                1997        1996        1995
                                             ----------  ----------  ----------

Reconciliation of Net Income (Loss) to Net
  Cash Provided by Operating Activities:

   Net income (loss)                         $ (45,074)  $   14,787  $   78,676
                                             ----------  ----------  ----------
   Adjustments  to  reconcile  net  income
    to net cash  provided  by  operating
    activities:
   Depreciation and amortization                281,791     299,764     278,574
   (Gain) loss on disposition of property
    and equipment                                59,047        (500)      4,170
   (Increase) decrease in accounts receivable    (8,093)      6,607      21,810
   (Increase) decrease in prepaid expenses        1,900      (3,724)      5,210
   (Increase) decrease in other assets             -           -         (1,000)
   Increase (decrease) in accounts payable
    and accrued liabilities                     (18,108)      4,106     (18,863)
   Increase (decrease) in due to related
    parties                                      10,534         322     (11,556)
                                             ----------  ----------  ----------
      Total Adjustments                         327,071     306,575     278,345
                                             ----------  ----------  ----------

      Net Cash Provided By Operating
       Activities                            $  281,997  $  321,362  $  357,021
                                             ==========  ==========  ==========





















               See accompanying notes to financial statements.

                                      F-8
<PAGE>
                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - THE PARTNERSHIP

Famous Host Lodging V, L.P. is a limited partnership  organized under California
law on January 17, 1984, to acquire and/or develop and operate hotel  properties
in the State of  California.  The term of the Partnership  expires  December 31,
2023, and may be dissolved earlier under certain circumstances.  On February 13,
1991 the Partnership Agreement was amended to change the name of the Partnership
from  "Super 8 Lodging V, Ltd." to  "Famous  Host  Lodging V, L.P." The hotel in
Barstow,  California  was opened in  December  1985.  In 1987 the  Partnership
commenced  operation  of a family  restaurant  and cocktail  lounge  immediately
adjacent to the hotel. The Partnership grants credit to customers, substantially
all of which are local businesses.

The managing general partner is Grotewohl Management  Services,  Inc., the fifty
percent  stockholder and officer of which is Philip B.  Grotewohl.  In addition,
there is one individual associate general partner.

The net income or net loss of the  Partnership  is  allocated  1% to the General
Partners and 99% to the Limited  Partners.  Net income (loss) and  distributions
per  partnership  unit are based upon 9,022 units  outstanding.  All partnership
units are owned by the Limited Partners.

The partnership agreement requires that the Partnership maintain working capital
reserves for normal repairs, replacements,  working capital and contingencies in
an amount of at least 5% of gross  proceeds  of the public  offering of units as
adjusted for distributions of sales proceeds ($276,799 at December 31, 1997). As
of December 31, 1997, the Partnership had working capital of only $39,834 due to
capital  renovations  made during 1996 and  distributions to limited partners in
1996 and 1997.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Items  of  Partnership  income  or loss are  passed  through  to the  individual
partners for income tax purposes, along with any income tax credits.  Therefore,
no  federal  or  California  income  taxes  are  provided  for in the  financial
statements of the Partnership. At December 31, 1997, assets and liabilities on a
tax  basis  were  approximately  $750,000  lower  than  on a book  basis  due to
accelerated depreciation methods used for tax purposes.

Property and equipment are recorded at cost.  Depreciation  and amortization are
computed using the following estimated useful lives and methods:

    ------Description------       -------Methods--------    --Useful Lives--
    Building and components       150% declining balance      10-25 years
                                  and straight-line

    Furniture and equipment       200% declining balance      4-7 years
                                  and straight-line

Costs incurred in connection with maintenance and repair are charged to expense.
Major renewals and betterments  that materially  prolong the lives of assets are
capitalized.

                                      F-9

<PAGE>
                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

NOTE 3 - CASH AND TEMPORARY INVESTMENTS

Cash and temporary  investments  as of December 31, 1997 and 1996 consist of the
following:
                                                   1997      1996
                                                 --------  --------
      Cash in bank                               $ 71,809  $ 57,133
      Money market accounts                        74,304    89,150
      Certificates of deposit                        -      100,000
                                                 --------  --------
        Total Cash and Temporary Investments     $146,113  $246,283
                                                 ========  ========

Temporary investments are recorded at cost, which approximates market value. The
Partnership  considers  temporary  investments and all highly liquid  marketable
securities  with  original  maturities  of  five  months  or  less  to  be  cash
equivalents for purposes of the statement of cash flows.

NOTE 4 - RELATED PARTY TRANSACTIONS

Property Management Fees
The General Partners,  or their  affiliates,  handle the management of the hotel
property  of the  Partnership.  The  fee for  this  service  is 5% of the  gross
revenues from Partnership  operations,  as defined in the partnership agreement,
and amounted to $161,840 in 1997, $162,361 in 1996 and $160,089 in 1995.

Subordinated Distributions to General Partners
During the Partnership's  operational stage, the General Partners are to receive
an  aggregate  of 10% of  Partnership  distributions  from  cash  available  for
distribution, of which 9% will constitute a fee for managing the Partnership and
1% will be on  account  of  their  interest  in the  income  and  losses  of the
Partnership.  These distributions are subordinated,  however, to payment to each
Limited  Partner  during  such year of  distributions  from cash  available  for
distribution  equal to a 14% per annum  non-cumulative  return  on his  adjusted
capital  contribution.  Through December 31, 1997, the Limited Partners have not
received a 14%  non-cumulative  return in any year,  therefore no  distributions
have been made or have accrued to the General Partners.









                                      F-10

<PAGE>
                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)

Subordinated Incentive Distributions
Under  the terms of the  partnership  agreement,  the  General  Partners  are to
receive an aggregate of 15% of  Partnership  distributions  of net proceeds from
the sale or refinancing of Partnership properties. The aggregate distribution of
15% is composed of a 14% subordinated  incentive fee as additional  compensation
for  services  rendered by the General  Partners  and the 1% on account of their
interest in the income and losses of the Partnership.  These  distributions  are
subordinated,  however,  to  net  proceeds  from  the  sale  or  refinancing  of
Partnership  properties  remaining after distribution to the Limited Partners of
any portion thereof required to cause distributions to the Limited Partners from
all  sources  to be equal  to their  capital  contributions  plus 10% per  annum
cumulative return on their adjusted capital contributions. At December 31, 1997,
the Limited Partners had not received the 10% per annum cumulative  return,  and
accordingly, no such proceeds have been distributed to the General Partners.

Administrative  Expenses Shared by the Partnership and Its Affiliates  There are
certain  administrative  expenses  allocated  between the  Partnership and other
partnerships  managed  by the  General  Partners  and  their  affiliates.  These
expenses,  which are allocated based on usage,  are telephone,  data processing,
rent  of  the   administrative   office,  and   administrative   salaries.   The
administrative expenses allocated to the Partnership were approximately $230,000
in 1997,  $225,000 in 1996 and  $223,000 in 1995 and are included in general and
administrative  expenses  and hotel and  restaurant  operations  expenses in the
accompanying  statements of operations.  Included in administrative salaries are
allocated  amounts paid to two employees who are related to Philip B. Grotewohl,
the fifty percent stockholder of Grotewohl Management  Services,  Inc. (see Note
1), the General Partner.

NOTE 5 - LEASE COMMITMENTS

The Partnership  leases 3.05 acres of land in Barstow,  California for a term of
50 years  beginning in 1984. The  Partnership  has the right to extend the lease
for three  consecutive  periods of ten years each.  The base rent  payments  are
subject  to annual  upward  or  downward  adjustments  based on  changes  in the
Consumer  Price  Index.  The  Partnership  also leases the site  adjacent to its
Barstow hotel that contains a restaurant  and lounge.  The lease  provides for a
20-year term ending  December  31, 2010 with an option to  terminate  this lease
after  termination  of the Holiday Inn license  agreement.  The option cannot be
exercised  before the tenth year of the  renewal  term and  requires  six months
written notice.

Both leases  contain  provisions  requiring the lessee to pay all property taxes
and assessments. The leases provide for payment of the excess of percentage rent
over the base rent. The  percentage  rent is 9% of the combined gross hotel room
revenues and gross restaurant and lounge sales.

Rental  expense  under  these  leases  incurred by the  Partnership  amounted to
$299,375  in 1997,  $299,569  in 1996 and  $297,167  in 1995.  Such  amounts are
included  in  hotel  and  restaurant  operations  expense  in  the  accompanying
statements of operations.


                                      F-11
<PAGE>
                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - LEASE COMMITMENTS (Continued)

Future lease commitments at December 31, 1997, using the current minimum monthly
amounts, are as follows:
                                             Hotel Land  Restaurant
     Years Ended December 31:                  Lease       Lease       Total
     ------------------------                ----------  ----------  ----------
        1998                                 $  163,428  $  116,688  $  280,116
        1999                                    163,428     116,688     280,116
        2000                                    163,428     116,688     280,116
        2001                                    163,428     116,688     280,116
        2002                                    163,428     116,688     280,116
        2003-2035                             5,147,982     933,504   6,081,486
                                             ----------  ----------  ----------
      Total minimum future lease payments    $5,965,122  $1,516,944  $7,482,066
                                             ==========  ==========  ==========

NOTE 6 - HOTEL AND RESTAURANT OPERATING EXPENSES

The following  table  summarizes  the major  components of hotel and  restaurant
operating expenses for the following years:
                                                1997        1996       1995
                                             ----------  ----------  ----------
Salaries and related expenses                $  866,496  $  808,586  $  789,516
Cost of food and beverage                       280,607     253,888     231,355
Rent                                            301,054     301,606     297,168
Franchise, advertising and reservation fees     175,932     179,762     177,711
Utilities                                       201,671     204,251     214,662
Allocated costs, mainly indirect salaries       186,004     184,064     181,607
Renovations and replacements                     52,913      40,926      77,384
Other operating expenses                        710,136     728,634     665,442
                                             ----------  ----------  ----------
 Total hotel and restaurant
  operating expenses                         $2,774,813  $2,701,717  $2,634,845
                                             ==========  ==========  ==========
NOTE 7 - COMMITMENTS

Franchise Fees
In February 1991, the Partnership  obtained a ten-year franchise  agreement with
Holiday Inns,  Inc. to operate its Barstow hotel and  restaurant  under the name
"Holiday Inn." The Partnership  pays monthly  franchise fees of 4% of gross room
revenues of the hotel and makes monthly  contributions of 1 1/2% and 1% of guest
room revenues to a marketing fund and reservation fund, respectively.

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and temporary  investments  approximates  fair value
because of the short-term maturity of those investments.






                                      F-12
<PAGE>

                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 9 - CONCENTRATION OF CREDIT RISK

The Partnership  maintains its cash accounts in five commercial banks located in
California.  Accounts  at  each  bank  are  guaranteed  by the  Federal  Deposit
Insurance  Corporation  (FDIC) up to $100,000  per bank.  A summary of the total
uninsured cash balances (not reduced by  outstanding  checks) as of December 31,
1997 follows:

      Total cash in all California banks          $177,077
      Portion insured by FDIC                     (131,674)
                                                  --------
        Uninsured cash balance                    $ 45,403
                                                  ========

NOTE 10 - LEGAL PROCEEDINGS AND SUBSEQUENT EVENT

On October 27, 1997, a complaint was filed in the United States  District  Court
by the Managing General Partner naming as defendants  Everest/Madison Investors,
LLC,  Everest  Lodging  Investors,  LLC,  Everest  Properties  II, LLC,  Everest
Properties,  Inc., W. Robert  Kohorst,  David I. Lesser,  The Blackacre  Capital
Group, L.P.,  Blackacre Capital Management Corp.,  Jeffrey B. Citron,  Ronald J.
Kravit,  and Stephen P.  Enquist.  The  complaint  alleged  that the  defendants
violated  certain  provisions of the Securities  Exchange Act of 1934 and sought
injunctive and declarative relief.

On October 28, 1997, a complaint was filed in the Superior Court of the State of
California,   Sacramento   County  by  Everest   Lodging   Investors,   LLC  and
Everest/Madison Investors, LLC as plaintiffs against the General Partners of the
Partnership and four other  partnerships  which have common general  partners as
nominal defendants.  The complaint pertained to the receipt by the defendants of
franchise fees and  reimbursement of expenses,  the indications of interest made
by the plaintiffs in purchasing the  properties of the nominal  defendants,  and
the alleged  refusal of the  defendants to provide  information  required by the
terms of the Partnership's partnership agreement and California law.

On February 20, 1998, the parties  entered into a settlement  agreement and both
of the above complaints were dismissed.  Pursuant to the terms of the settlement
agreement, the General Partner has agreed to proceed with the marketing for sale
of the properties of the Partnerships,  among other things, if by June 30, 1998,
it receives an offer to purchase one or more  properties  for a cash price equal
to 75% or more of the  appraised  value.  In addition,  the General  Partner has
agreed to submit the offer for  approval to the limited  partners as required by
the  partnership  agreements  and applicable  law. The General  Partner has also
agreed that upon the sale of one or more properties,  to distribute promptly the
proceeds of the sale after  payment of payables and retention of reserves to pay
anticipated expenses. The Everest Defendants agreed not to generally solicit the
acquisition of any additional units of the Partnerships without first filing the
necessary  documents with the SEC. Under the terms of the settlement  agreement,
the  Partnerships  have agreed to reimburse the Everest  Defendants  for certain
costs not to exceed  $60,000,  to be allocated among the  partnerships.  Of this
amount,  the Partnership  will pay  approximately  $12,000 during the year ended
December 31, 1998.

                                      F-13
<PAGE>



Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

Inapplicable.
                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Dennis A.  Brown and  Grotewohl  Management  Services,  Inc.  were the  original
managing  general  partners  of the  Partnership,  and  Robert  J.  Dana was the
original  associate  general partner of the  Partnership.  Upon the death of Mr.
Brown on February 25, 1988,  Grotewohl  Management  Services,  Inc. and Mr. Dana
elected  to  continue  the  Partnership  as the  Managing  General  Partner  and
Associate General Partner, respectively.

Mr.  Grotewohl,  age 79, was an  attorney-at-law  and was engaged in the private
practice of law in San Mateo County,  California,  between 1967 and 1978.  Since
1978, Mr.  Grotewohl's  principal  occupation has been as a promoter and general
partner of Super 8 Motels limited partnerships

Mr. Robert J. Dana,  age 69, was active in the securities  industry  through the
1980's. He is presently retired.

See Item 3, "Legal Proceedings."

Item 11.  EXECUTIVE COMPENSATION

Although Mr. Brown ceased to be a general  partner of the  Partnership  upon his
death,  a trust of Mr.  Brown  shares in certain of the  compensation  otherwise
payable to the General Partners and their affiliates.

Property Management Fees

The Manager,  a California  general  partnership  which is owned  equally by the
Brown trust and the Managing  General  Partner,  is managing  the  Partnership's
hotel and  restaurant.  The fee for this  service  is 5% of the gross  hotel and
restaurant  revenue.  During  the fiscal  year  ended  December  31,  1996,  the
Partnership  paid  property  management  fees in the amount of  $161,840  to the
Manager.
















                                       15
<PAGE>

General Partners' Interest in Cash Available for Distribution

At quarterly intervals, the total amount of the Partnership's Cash Available for
Distribution is determined at the discretion of the General Partners.  (See Item
5  above.)  Distributions  therefrom  are  made  as  follows:  (1)  90% of  such
distributions  are paid to the Limited  Partners;  (2) 9% thereof is paid to the
General  Partners as Partnership  management fees; and (3) 1% thereof is paid to
the General  Partners in accordance with their interest in the income and losses
of the Partnership.

Notwithstanding  the  foregoing,  however,  distributions  of Cash Available for
Distribution  to the  General  Partners  which  would  otherwise  be paid to the
General  Partners  are  deferred  and paid only  after  payment  to the  Limited
Partners of  distributions of Cash Available for Distribution in an amount equal
to a 14% per annum cumulative return on their adjusted capital contributions.

No such  distributions  were paid or  accrued  for the  account  of the  General
Partners during the fiscal year covered by this report.

General  Partners'  Interest  in  Net  Proceeds  of  Sales  and  Refinancing  of
Partnership Properties

The proceeds from the sale or refinancing of properties not reinvested are to be
distributed  first to the Limited  Partners until they have received  cumulative
payments  from  the sale or  refinancing  of  properties  equal to 100% of their
original capital contributions and cumulative payments from all sources equal to
a 10% per  annum  return  on  their  adjusted  capital  contributions.  When the
foregoing  requirement has been satisfied,  any remaining funds from the sale or
refinancing of properties  will be distributed  15% to the General  Partners and
85% to the Limited Partners.

No such  distributions  were paid or  accrued  for the  account  of the  General
Partners during the fiscal year covered by this report.

Allocation of Compensation

Compensation  to the General  Partners  and their  affiliates  is  allocated  as
follows:

(1) Mr. Dana receives  annual amounts equal to 30% of total  compensation to the
General   Partners   and   their   affiliates   as  a  group   reduced   by  all
Partnership-related   business   expenses  of  the  General   Partners  and  its
affiliates.

(2) All  compensation to the General Partners which is not allocated to Mr. Dana
is  divided  equally  between  Grotewohl  Management  Services,  Inc.  and their
affiliates and the Brown trust.










                                       16
<PAGE>

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

                                                     AMOUNT AND
     TITLE                                            NATURE OF
      OF                                             BENEFICIAL     PERCENT
     CLASS         NAME OF BENEFICIAL OWNER           OWNERSHIP      OF CLASS
    -------------------------------------------------------------------------
     Units       Everest Lodging Investors, LLC         261 Units    2.89%
     Units       Everest Madison Investors, LLC         298 Units    3.30%
                                                     ------
                                        Total           559 Units    6.19%
                                                     ======

Security Ownership of Management

The General Partners are not the beneficial owners of any Units.

Changes in Control

With the consent of all other General Partners and Limited Partners holding more
than 50% of the Units, a General Partner may designate a successor or additional
general partner,  in each case with such participation in such General Partner's
interest as such General Partner and successor or additional general partner may
agree upon, provided that the interests of the Limited Partners are not affected
thereby.

A General  Partner may withdraw from the  Partnership  at any time upon 60 days'
prior written notice to the Limited Partners and any other General Partners,  or
may transfer his interest to an entity  controlled  by him;  provided,  however,
that in either such event, if it is determined that the Partnership  business is
to be continued rather than dissolved and liquidated upon the happening thereof,
the  withdrawal  or  transfer  will  be  effective  only  after  receipt  by the
Partnership  of an opinion of counsel  to the  effect  that such  withdrawal  or
transfer  will not cause the  Partnership  to be  classified  as an  association
taxable as a  corporation  rather than as a partnership  for federal  income tax
purposes.

The Limited  Partners shall take no part in the management of the  Partnership's
business;  however, a majority in interest of the Limited Partners,  without the
concurrence  of the  General  Partners,  shall  have  the  right  to  amend  the
Partnership Agreement, dissolve the Partnership, remove a General Partner or any
successor general partner,  elect a new general partner or general partners upon
the removal, retirement, death, insanity, dissolution,  insolvency or bankruptcy
of a General Partner,  and approve or disapprove the sale, exchange or pledge in
a single  transaction of all or substantially all of the properties  acquired by
the Partnership.









                                       17
<PAGE>


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Administrative Expenses Shared by the Partnership and its Affiliates

There are certain administrative  expenses allocated between the Partnership and
other partnerships  managed by the General Partners and their affiliates.  These
expenses,  which are allocated based on usage,  are telephone,  data processing,
rent of administrative  offices and administrative  salaries. The administrative
expenses  allocated to the Partnership were  approximately  $230,000 in 1997 and
are included in general and  administrative  expenses  and hotel and  restaurant
operations  expenses  in the  Partnership's  financial  statements.  Included in
administrative  salaries are  allocated  amounts paid to two  employees  who are
related to Philip B. Grotewohl, the chairman of the Managing General Partner.











































                                       18
<PAGE>

                                     PART IV

Item 14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K (a)
    Documents filed as part of this report
1.     Financial Statements Included in Part II of this Report

        Report of Independent Certified Public Accountants

          Balance Sheets, December 31, 1997 and 1996
          Statements  of Operations  for the Years Ended  December 31, 1997,
          1996 and 1995  Statements of Partners'  Equity for the Years Ended
          December 31, 1997,  1996 and 1995  Statements of Cash Flow for the
          Years Ended  December 31,  1997,  1996 and 1995 Notes to Financial
          Statements

 2.     Financial Statement Schedules Included in this Report

         None

 3.    Exhibits

         3.1 and 4.1 The  Partnership  Agreement filed as Exhibit 3.1 and 4.1
         to the annual report on Form 10-K for the fiscal year ended December
         31, 1994 is incorporated herein by reference.

         10.1 Ground Lease respecting the Barstow Hotel filed as Exhibit 10.1
         to post-effective  amendment no. 1 to the registration  statement on
         Form S-1 of the Partnership (File No.2-88942) is incorporated herein
         by reference.

         10.2 Motel Management  Agreement between the Partnership and Super 8
         Management  Corporation  filed as Exhibit  10.3 to the  registration
         statement  on Form S-1 of the  Partnership  (File  No.  33-3842)  is
         incorporated herein by reference.

         10.3 Ground Lease respecting the Barstow Restaurant filed as Exhibit
         10.9 to the annual  report on Form 10-K of the  Partnership  for the
         fiscal  year  ended  December  31,  1989 is  incorporated  herein by
         reference.

         10.4 Amendment to Ground Leases filed as Exhibit 10.11 to the annual
         report on Form 10-K of the  Partnership  for the  fiscal  year ended
         December 31, 1990 is incorporated herein by reference.

         10.5 Franchise  Agreement between  Partnership and Holiday Inns, Inc.
         filed as Exhibit 10.6 to the annual report on Form 10-K of the
         Partnership for the fiscal year ended December 31, 1994 is
         incorporated herein by reference.


(b)  Reports on Form 8-K

A current  report on form 8-K dated  November  13, 1997 was filed  reporting  an
"Other Event" under Item 5. No financial statements were included therein.



                                       19
<PAGE>




                                   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.

(Registrant)      FAMOUS HOST LODGING V, L.P.


By (Signature and Title)      /s/ Philip B. Grotewohl
                              -------------------------
                              Philip B. Grotewohl,
                              Chairman of Grotewohl Management Services, Inc.,
                              General Partner
Date March 27, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


By (Signature and Title)      /s/ Philip B. Grotewohl
                              -------------------------
                              Philip B. Grotewohl,
                              Chief executive officer, chief financial
                              officer, chief accounting officer and director
                              of Grotewohl Management Services, Inc.,
                              General Partner
Date March 27, 1998

























                                       20
<PAGE>