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, 1998
                         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 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.  In 1989 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.  The Partnership has received
the consent of its limited partners (the "Limited  Partners") to the sale of the
Barstow  property.  See  Item 4  hereof.  However,  as part  of the  arbitration
proceeding  commenced  against  the  Partnership  by its  landlord  (see  Item 3
hereof),  the  Partnership has been unable to obtain the consent of the landlord
to the transfer of the land lease,  which is a condition to the  consummation of
the sale  transaction.  The  Partnership  and the  buyer for the  property  have
informally  agreed to the  extension of the  purchase  agreement to the later of
April  30,  1999  or 30  days  following  the  receipt  of the  decision  in the
arbitration.  Furthermore,  the  Partnership  has been unable to reach agreement
with Holiday Inn as to the early termination of the franchise agreement.  If the
arbitration  is decided in favor of the  Partnership,  or if the  decision is in
favor of the landlord but for limited damages, and if the Partnership is able to
reach an agreement  with Holiday Inn, it is likely,  although not certain,  that
the sale would proceed on the terms approved by the Limited Partners. Otherwise,
it is possible  that the sale might not occur,  in which  event the  Partnership
would likely solicit purchase bids for the property from other parties.

In all events, if the property is sold then at such time as the property is sold
the Partnership  would be dissolved under California law and, upon completion of
its winding-up activities, the Partnership would be terminated.





                                       2
<PAGE>


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.

(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  management  responsibilities
include,  but  are  not  limited  to,  the  supervision  and  direction  of  the
Partnership's employees who operate the hotel and restaurant,  the establishment
of  room  rates  and  the  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, 1998, the Partnership employed a total of 70 persons,  either
full or part-time at the Barstow hotel and restaurant, including 13 desk clerks,
25 housekeeping and laundry personnel,  four maintenance personnel,  one general
manager, 12 cooks and dishwashers,  11 servers and bus persons, three bartenders
and  one  restaurant  manager.  In  addition,  and  as of  the  same  date,  the
Partnership  employed  10 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,  including David Grotewohl, son of Philip Grotewohl,  whom
the Partnership employs as Director of Operations and as an attorney, and, until
April 30, 1998, Mark Grotewohl,  whom the Partnership  employed as marketing and
sales director.


(c)  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  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.

The leases provide that the  improvements  constructed by the Partnership on the
leased  premises  will remain the property of the  Partnership  during the lease
term but that upon expiration of the leases, title to any such improvements will
pass to the lessor.

In 1998,  the  Partnership  incurred a total of $294,417 in rent expense for its
Barstow hotel site and restaurant facility.  See Item 3 hereof. 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 1998, 1997 and 1996.

                                    Annual Averages
                           1998           1997         1996
                      -------------------------------------------
Average Occupancy          67.9%         68.6%         71.1%
Rate
Average Room Rate         $70.90         $66.30       $64.63






                                       4
<PAGE>



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

                                                           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 24% 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

Fred Rosenberg,  d.b.a. Barstow Station,  Too!, the Partnership's  landlord (the
"Lessor" ) has served  upon the  Partnership  a Demand  for  Arbitration,  dated
September  24, 1998.  In the demand,  the Lessor has asked for (i) a declaration
that the  Partnership  is in  violation  of the lease in that the  Partnership's
restaurant is not open for lunch (the Lessor  alleging that this practice is not
customary  for  businesses  of like  character  in  Barstow  and that the  lease
requires the  Partnership  to operate the  restaurant in such alleged  customary
fashion)  and that the  meeting  and banquet  rooms are not being  operated  for
lunch;  and (ii)  damages in an amount to be proved but  believed to be at least
$250,000.  On October 23,  1998 the  Partnership  transmitted  its answer to the
demand and the  Partnership  and the  Managing  General  Partner  transmitted  a
counterclaim  praying  for a  dismissal  of the  Lessor's  demand,  compensatory
damages for the Lessor's  breach of the implied  covenant of good faith and fair
dealing contained in the lease, a declaration that no violation of the lease has
occurred,  and  damages  equal to  reasonable  attorneys'  fees and  costs.  The
counterclaim alleges that the Lessor breached his implied covenant of good faith
and fair dealing by leasing nearby  property to the Sizzler  Restaurant and Taco
Bell,  and that the  changes in  operating  policies  were  dictated  by changes
economic  circumstances  since the lease was executed more than 14 years ago and
by the Lessor's actions in leasing nearby property to direct competitors.

The  arbitration  proceeding  is  scheduled to commence on April 12, 1999 in San
Bernardino County, California.







                                       5
<PAGE>


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

During November 1998 the Partnership submitted to the Limited Partners a consent
solicitation statement soliciting the consent of the Limited Partners to (i) the
sale of the  Partnership's  Barstow  hotel and  related  assets at an  aggregate
purchase price of $4,100,000,  and (ii) the  dissolution  and termination of the
Partnership.  The Limited  Partners  consented to such sale by majority vote. No
meeting was held in connection with the solicitation of consents.  The result of
the solicitation was as follows: In favor, 7,245;  opposed, 526; and not voting,
1,251. A determination as to whether or not the  Partnership's  hotel and relate
personal  property  will be sold on the  terms  set  forth in such  solicitation
statement  will  not be made  until  resolution  of the  arbitration  proceeding
brought  by the  Lessor  and  resolution  of the  issues  surrounding  the early
termination of the Partnership's franchise. See Item 1 and Item 3 above.


                                     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,  1998  a  total  of  1,794  investors  held  Units  in  the
Partnership.

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 the  property  and  the  Partnership.  Of the  Cash  Available  for
Distribution  in 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% cumulative return on their adjusted capital
contributions.







                                       6
<PAGE>


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
                 ----------------------------------------
                 02/15/97          $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
                 02/15/98          $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.

Item 6.  SELECTED FINANCIAL DATA

Following are selected  financial data for the  Partnership for the fiscal years
ended December 31, 1998, 1997, 1996, 1995 and 1994.























                                       7
<PAGE>


                          FAMOUS HOST LODGING V, L. P.

Item 6. Selected Financial Data

                                   Years Ended December 31:
                     ----------------------------------------------------------
                        1998        1997        1996        1995        1994
                     ----------  ----------  ----------  ----------  ----------



Guest room income    $2,599,166  $2,458,115  $2,489,982  $2,466,338  $2,526,730
Restaurant income       422,079    $690,622    $655,746    $636,141    $701,900
Interest income           6,879      $6,938      $9,131     $11,825     $13,899
Net income (loss)       160,383    ($45,074)    $14,787     $78,676    $188,470


Per Partnership Unit:
   Cash distributions     $9.20      $36.80      $36.80      $36.80      $34.40
   Net income (loss)     $17.60      $(4.95)      $1.62       $8.63      $20.68



                                            December 31:
                     ----------------------------------------------------------
                        1998        1997        1996        1995        1994
                     ----------  ----------  ----------  ----------  ----------


Total assets         $2,476,898  $2,430,463  $2,815,123  $3,127,918  $3,411,671
Long-term debt            -           -           -           -           -

(1) On an annual  basis,  to the extent  cash  distributions  exceed net income,
Limited  Partners  receive a return of capital  rather than a return on capital.
However,  an annual  analysis will be misleading if the Limited  Partners do not
receive their investment back upon liquidation of the Partnership. For investors
who purchased their Units directly from the Partnership, the original investment
was $1,000 per Unit, cumulative  allocations of income through December 31, 1998
were approximately $55 per Unit, and cumulative  distributions  through December
31, 1998 were approximately $647 per Unit.  Investors who did not purchase their
Units directly from the Partnership must consult with their own advisors in this
regard.














                                       8
<PAGE>


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

Liquidity and Capital Resources

The Partnership's  primary source of liquidity is its cash flow from operations.
The Partnership had as of December 31, 1998 current assets of $457,929,  current
liabilities of $145,818 and,  therefore,  an operating reserve of $312,111.  The
Partnership  Agreement  requires  reserves  equal to 5% of the adjusted  capital
accounts,  which are approximately  $5,536,000.  Current reserves are above this
$276,800 required reserve.

During the fiscal year ended covered by this report,  the  Partnership  expended
$114,523 for renovations and replacements, of which $50,906 was capitalized. The
expenditures  included  $7,221  for  chairs and sleep  sofas,  $11,541  for pool
refurbishing,  $17,188 for guestroom  carpet,  $29,076 for telephone  equipment,
$7,478 for lamp and ballast  upgrades,  $18,915 for roof  repairs and $6,660 for
replacement air-conditioning equipment.

During the  fiscal  year ended  December  31,  1997,  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.

The Managing General Partner believes that the Partnership's ability to generate
sufficient  cash to satisfy its normal cash needs is adequate.  However,  if the
arbitrators were to grant a substantial  award to the Lessor (see Item 3 hereof)
it is possible that the  Partnership  would not have sufficient cash to pay such
award.  Accordingly,  whether or not Partnership will have adequate liquidity is
dependent upon the results of the arbitration, as to which no predictions can be
made.

As  discussed  in Items 1, 3 and 4 hereof,  the  Partnership  has  received  the
approval  of the Limited  Partners to the sale of its hotel for a cash  purchase
price  of  $4,100,000.  However,  when  or  even  if the  hotel  will be sold is
contingent upon the results of the arbitration proceeding as well as the results
of the  negotiations  with Holiday Inn respecting  the early  termination of the
Partnership's  franchise.  In the event that the hotel is sold,  upon closing of
the sale  transaction  the  Partnership  would  be  dissolved.  Thereafter,  the
Partnership would wind-up its activities,  and upon conclusion of the winding-up
process would be  terminated.  If the hotel is not sold, the  Partnership  would
continue to own and operate  the hotel,  assuming  its  liquidity  with  respect
thereto is adequate.











                                       9
<PAGE>

Results of Operations

Combined Financial Results

The following  tables  summarize  the  Partnership's  operating  results for the
fiscal  years  ended  December  31,  1996,  1997 and 1998 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.  Total expenditures and debt service include
the  operating  expenses  of the  motel,  together  with  the  cost  of  capital
improvements.

                                         Average         Average
                                          Hotel           Hotel
                                        Occupancy         Room
          Fiscal Year Ended:               Rate           Rate
          ------------------------------------------------------
          December 31, 1996               71.1%          $64.63

          December 31, 1997               68.6%          $66.30

          December 31, 1998               67.9%          $70.90


                                                 Total          Partnership
                            Total             Expenditures       Cash Flow
   Fiscal Year Ended:      Revenues         and Debt Service        (1)
   -------------------------------------------------------------------------
   December 31, 1996         $3,257,416        $2,961,860        $295,556

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

   December 31, 1998         $3,124,497        $2,769,218        $355,279

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

Following is a  reconciliation  of Total  Expenditures  and Debt Service as used
above to Total Expenses as shown ion the Statement of Operations (in the audited
financial statements):

                                           1998         1997        1996
                                        ------------------------------------
Total Expenditures and Debt Service     $2,769,218   $3,063,793   $2,961,860
Net Additions to Fixed Assets              (50,906)     (50,387)     (29,643)
Depreciation and Amortization              245,802      281,791      299,764
Other Items                                      0          603       10,648
                                        ------------------------------------
Total Expenses                          $2,964,114   $3,295,800   $3,242,629
                                        ====================================


                                       10
<PAGE>

A  reconciliation  of Partnership Cash Flow (from the chart above) to Net Income
(Loss)  as shown on the  Statements  of  Operations  (in the  audited  financial
statements) is as follows:

                                           1998         1997        1996
                                        ------------------------------------
Partnership Cash Flow                     $355,279     $186,933     $295,556
Net Additions to Fixed Assets               50,906       50,387       29,643
Depreciation and Amortization             (245,802)    (281,791)    (299,764)
Other Items                                      0         (603)     (10,648)
                                        ------------------------------------
Net Income                                $160,383     ($45,074)     $14,787
                                        ====================================

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 succeeding
subsection)  and the Total  Restaurant Net Loss (shown in the second  succeeding
subsection).

                                                 1998       1997       1996
                                             ---------------------------------
Cash Flow from Hotel Operations                 $500,723   $408,473   $467,476
Total Restaurant Net Loss                       (152,503)  (231,552)  (182,081)
                                             ---------------------------------
Aggregate Cash Flow from Property Operations    $348,220   $176,921    285,395
Interest on Cash Reserves                          6,879      6,938      9,131
Other Income (net of Other Expenses) not
  allocated to the property                          180      3,074      1,030
                                             ---------------------------------
Partnership Cash Flow                           $355,279   $186,933   $295,556
                                             =================================

Hotel Operations

The following table summarizes the operating results of the hotel for the fiscal
years ended December 31, 1998,  1997, and 1996. 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, 1996           $2,591,465      $2,123,989        $467,476

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

   December 31, 1998           $2,694,539      $2,193,816        $500,723

The  Partnership's  hotel achieved a $141,372 or 5.5% increase 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 68.6% in 1997 to 67.9% in 1998
was offset by an  increase  in the  average  daily  rate from  $66.30 in 1997 to
$70.90  in 1998.  The  occupancy  generated  by the  military/government  market
segment  declined while occupancy from the corporate and leisure market segments
increased.
                                       11
<PAGE>
The Partnership's hotel experienced a $38,298 or 1.5% decrease in total revenues
during the fiscal year ended  December  31,  1997 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 Barstow  hotel's  total  expenditures  increased  $49,122 or 2.3% during the
fiscal year covered by this report as compared to the previous fiscal year. This
included  increases  of $7,371 for  additional  billboards,  $17,680 for central
overhead allocation,  $16,868 for housekeeping wages, $60,862 for legal fees and
$11,223 for renovations and replacements.  These increases were partially offset
by reductions of $15,648 in security  services,  $7,068 in telephone charges and
$11,754 in maintenance wages.

The Barstow  hotel's  total  expenditures  increased  $20,705 or 1.0% during the
fiscal year ended  December  31, 1997 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.

Restaurant Operations

The following table  summarizes the operating  results of the restaurant for the
fiscal years ended December 31, 1998, 1997, and 1996:

                             1998              1997              1996
                             ----              ----              ----
Food Sales                 $341,153  100.0%  $533,750  100.0%  $506,255  100.0%
Cost of Food Sales         (139,857) -41.0%  (229,820) -43.1%  (203,022) -40.1%
                          ---------         ---------         ---------
Gross Profit from
 Food Sales                $201,296   59.0%  $303,930   56.9%   303,233   59.9%

Beverage Sales               80,926  100.0%   156,871  100.0%   149,490  100.0%
Cost of Beverages Sold      (24,720) -30.5%   (50,488) -32.2%   (50,866) -34.0%
                          ---------         ---------         ---------
Gross Profit from
 Beverage Sales             $56,206   69.5%  $106,383   67.8%    98,624   66.0%

                          ---------         ---------         ---------
Combined Gross Profit      $257,502   61.0%  $410,313   59.4%   401,857   61.3%
Restaurant Operating
 Expenses                  (410,005) -97.1%  (641,865) -92.9%  (583,938) -89.0%
                          ---------         ---------         ---------

Total Restaurant Net Loss ($152,503) -36.1% ($231,552) -33.5% $(182,081) -27.8%
                          =========         =========         =========

The  Partnership's  restaurant at the Barstow  Holiday Inn achieved a $79,049 or
34.1%  decrease in its net loss during the fiscal year covered by this report as
compared  to  the  previous  fiscal  year.  Effective  February  23,  1998,  the
restaurant  hours were reduced to seven hours per day.  Losses are about $50,000
greater than planned as full time  restaurant  management  was retained  pending
resolution of a lawsuit between the landlord and the  Partnership.  The landlord
contends that the reduced  hours are a violation of the  restaurant  lease.  See
Item 4 above.
                                       12
<PAGE>

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 ended December 31, 1997 as
compared to the previous fiscal year. There was an effort to increase restaurant
sales, but the costs rose faster than revenue.

Other Financial Information

In 1996 the computers used by the Partnership at the Managing General  Partner's
offices in Sacramento were updated.  In the process of updating its hardware and
software,  the Managing  General  Partner  eliminated  any  potential  Year 2000
problem with respect to such computers.  Similarly, the Managing General Partner
does not  anticipate  any material  Year 2000 problem with the  computers at the
motel.  The  Managing  General  Partner has not  investigated  and does not know
whether any Year 2000  problem may arise from its third party  vendors.  Because
the motel is a "budget" motel, the  Partnership's  most significant  vendors are
its  utility  providers  and banks.  To the  extent  banking  services,  utility
services and other goods and services are  unavailable  as a result of Year 2000
problems with the computer systems of such vendors or otherwise,  the ability of
the  Partnership  to conduct  business  at its motel  would be  compromised.  No
contingency plans have been developed in this regard.


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-14.

























                                       13
<PAGE>
















                           ANNUAL REPORT ON FORM 10-K

                                     ITEM 8

                              FINANCIAL STATEMENTS

                          FAMOUS HOST LODGING V, L. P.

                             SACRAMENTO, CALIFORNIA

                                DECEMBER 31, 1998































                                      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, 1998 and 1997                     F-4

    Statements of Operations for the years ended
      December 31, 1998, 1997 and 1996                             F-5

    Statements of Partners' Equity for the years ended
      December 31, 1998, 1997 and 1996                             F-6

    Statements of Cash Flows for the years ended                   F-7 to
      December 31, 1998, 1997 and 1996                             F-8

    Notes to Financial Statements                                  F-9 to
                                                                   F-14












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, 1998 and 1997,  and the
related  statements of operations,  partners' equity, and cash flows for each of
the years in the three year period  ended  December 31,  1998.  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, 1998 and 1997,  and the results of its  operations  and its cash
flows for each of the years in the three year period ended December 31, 1998, in
conformity with generally accepted accounting principles.

As discussed in Notes 10 and 11 in the financial statements, the Partnership has
entered into an agreement to sell the Partnership's  properties. If the property
is sold then at such time the Partnership will be dissolved.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will continue as a going concern until such time as the property is
sold. As discussed in Note 11 to the financial  statements,  the  Partnership is
involved in  arbitration  proceedings  in  connection with  the land lease.  The
uncertainty of the outcome of these  proceedings  raises  sustantial doubt as to
the  Partnership's  ability  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

VOCKER KRISTOFFERSON AND CO.


February 4, 1999
San Mateo, California



                                      F-3
<PAGE>
                          FAMOUS HOST LODGING V, L. P.
                       (A California Limited Partnership)
                                 BALANCE SHEETS
                           December 31, 1998 and 1997

                                     ASSETS
                                                           1998         1997
                                                        ----------   ----------
Current Assets:
 Cash and temporary investments
  (Notes 1, 3, 9 and 10)                                $  370,184   $  146,113
 Accounts receivable                                        20,431       32,624
 Other receivables (Note 10)                                36,286         -
 Prepaid expenses                                           31,028       37,862
                                                        ----------   ----------
  Total Current Assets                                     457,929      216,599
                                                        ----------   ----------
Property and Equipment (Notes 2 and 4):
 Building                                                4,077,604    4,077,604
 Furniture and equipment                                 1,342,104    1,294,151
                                                        ----------   ----------
                                                         5,419,708    5,371,755
 Accumulated depreciation and amortization              (3,433,032)  (3,190,183)
                                                        ----------   ----------
  Property and Equipment, Net                            1,986,676    2,181,572
                                                        ----------   ----------

Other Assets                                                32,294       32,294
                                                        ----------   -----------

   Total Assets                                         $2,476,899   $2,430,465
                                                        ==========   ==========

                        LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:
 Accounts payable and accrued liabilities               $  136,999   $  165,909
 Due to related parties                                      8,819       10,856
                                                        ----------   ----------

  Total Liabilities                                        145,818      176,765
                                                        ----------   ----------
Contingent Liabilities and Lease Commitments
 (Notes 5, 6 and 11)                                          -            -

Partners' Equity:
 Limited Partners; 10,000 units authorized,
    9,022 units issued and outstanding                   2,326,092    2,250,315
 General Partners                                            4,989        3,385
                                                        ----------   ----------
  Total Partners' Equity                                 2,331,081    2,253,700
                                                        ----------   ----------

   Total Liabilities and Partners' Equity               $2,476,899   $2,430,465
                                                        ==========   ==========

                 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:
                                             ----------------------------------
                                                 1998       1997        1996
                                             ----------  ----------  ----------
Income:
 Guest room                                  $2,599,166  $2,458,115  $2,489,982
 Restaurant                                     422,079     690,622     655,746
 Telephone and vending                           38,513      55,707      65,512
 Interest                                         6,879       6,938       9,131
 Other                                           57,860      39,344      37,045
                                             ----------  ----------  ----------
  Total Income                                3,124,497   3,250,726   3,257,416
                                             ----------  ----------  ----------
Expenses:
 Hotel operations (exclusive of depreciation
  shown separately below) (Notes 5, 6 and 7)  1,858,635   1,886,822   1,900,900
 Restaurant operations (exclusive 
  of depreciation shown separately below)
  (Note 5, 6, and 7)                            553,878     887,991     800,817
 General and administrative (Note 5)             99,601      77,356      78,787
 Depreciation and amortization (Note 2)         245,802     281,791     299,764
 Legal settlement and related legal fees         21,368       -           -
 Legal fees related to pending sale              29,401       -           -
 Property management fees (Note 5)              155,429     161,840     162,361
                                             ----------  ----------  ----------
  Total Expenses                              2,964,114   3,295,800   3,242,629
                                             ----------  ----------  ----------

   Net Income (Loss)                         $  160,383  $  (45,074) $   14,787
                                             ==========  ==========  ==========

Net Income (Loss) Allocable to
 Limited Partners                              $158,779    $(44,623)    $14,639
                                               ========    ========     =======
Net Income (Loss) Allocable to
 General Partners                                $1,604       $(451)       $148
                                                 ======       =====        ====
Net Income (Loss) Per Partnership 
 Unit (Note 1)                                   $17.60      $(4.95)      $1.62
                                                 ======       =====       =====
Distributions to Limited Partners Per
   Partnership Unit (Note 1)                      $9.20      $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:
                                             ----------------------------------
                                                 1998       1997        1996
                                             ----------  ----------  ----------

Limited Partners:
 Balance, beginning of year                  $2,250,315  $2,626,948  $2,944,319
 Net income (Loss)                              158,779     (44,623)     14,639
 Less: Cash distribution to limited partners    (83,002)   (332,010)   (332,010)
                                             ----------  ----------  ----------
  Balance, End of Year                        2,326,092   2,250,315   2,626,948
                                             ----------  ----------  ----------

General Partners:
 Balance, beginning of year                       3,385       3,836       3,688
 Net income (Loss)                                1,604        (451)        148
                                             ----------  ----------  ----------
  Balance, End of Year                            4,989       3,385       3,836
                                             ----------  ----------  ----------

  Total Partners' Equity                     $2,331,081  $2,253,700  $2,630,784
                                             ==========  ==========  ==========




























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

Cash Flows From Operating Activities:
 Received from hotel and restaurant
  operations                                 $3,129,811  $3,237,065  $3,255,807
 Expended for hotel and restaurant
  operations and general and
  administrative expenses                    (2,778,711) (2,963,719) (2,942,661)
 Interest received                                6,879       8,651       8,216
                                             ----------  ----------  ----------
  Net Cash Provided by Operating Activities     357,979     281,997     321,362
                                             ----------  ----------  ----------

Cash Flows From Investing Activities:
 Proceeds from sale of property and
  equipment                                        -            230         500
 Purchases of property and equipment            (50,906)    (50,387)    (29,643)
                                             ----------  ----------  ----------
  Net Cash Used by Investing Activities         (50,906)    (50,157)    (29,143)
                                             ----------  ----------  ----------

Cash Flows From Financing Activities:
 Distributions paid to limited partners         (83,002)   (332,010)   (332,010)
                                             ----------  ----------  ----------
  Net Cash Used by Financing Activities         (83,002)   (332,010)   (332,010)
                                             ----------  ----------  ----------

  Net Increase (Decrease) in Cash
   and Temporary Investments                    224,071    (100,170)    (39,791)
Cash and Temporary Investments:
 Beginning of year                              146,113     246,283     286,074
                                             ----------  ----------  ----------

  End of Year                                $  370,184   $ 146,113  $  246,283
                                             ==========   =========  ==========













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

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

  Net income (loss)                          $  160,383  $  (45,074)   $ 14,787
                                             ----------  ----------  ----------

  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization               245,802     281,791     299,764
    (Gain) loss on disposition of property
     and equipment                                 -         59,047        (500)
    (Increase) decrease in accounts
     receivable                                  12,193      (8,093)      6,607
    Increase in other receivables               (36,286)       -           -
    (Increase) decrease in prepaid expenses       6,834       1,900      (3,724)
    Increase (decrease) in accounts payable
     and accrued liabilities                    (28,910)    (18,108)      4,106
    Increase (decrease) in due to
     related parties                             (2,037)     10,534         322
                                             ----------  ----------  ----------
     Total Adjustments                          197,596     327,071     306,575
                                             ----------  ----------  ----------

     Net Cash Provided By
      Operating Activities                   $  357,979  $  281,997  $  321,362
                                             ==========  ==========  ==========


















                 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 (see Note 12). 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, 1998). As
of December 31, 1998, the Partnership had working capital of $312,111.


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..

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)

Long-lived  assets are reviewed  for  impairment  whenever  events or changes in
circumstances  indicate that the carrying amount may not be recoverable.  If the
sum of the  expected  future  undiscounted  cash flows is less than the carrying
amount of the asset, a loss is recognized  for the  difference  between the fair
value and the carrying value of the asset.

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, 1998 and 1997 consist of the
following:
                                                         1998        1997
                                                      ---------   ---------
    Cash in bank                                      $  44,385   $  71,809
    Money market accounts                               325,799      74,304
                                                      ---------   ---------
        Total Cash and Temporary Investments          $ 370,184   $ 146,113
                                                      =========   =========

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 - PROPERTY AND EQUIPMENT

The following is a summary of the accumulated  depreciation  and amortization of
property and equipment:
                                                         1998         1997
                                                      ----------   ----------
        Building                                      $2,345,614   $2,196,453
        Furniture and equipment                        1,087,418      993,730
                                                      ----------   ----------
                                                      $3,433,032   $3,190,183
                                                      ==========   ==========

The  following  is a summary of the federal  income tax basis as of December 31,
1998:
        Building                                      $4,470,012
        Furniture and equipment                        1,289,698
                                                      ----------
                                                       5,269,710
Less accumulated depreciation                          4,076,523
                                                      ----------
                                                      $1,193,187
                                                      ==========
                                      F-10
<PAGE>
                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - 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 $155,429 in 1998, $161,840 in 1997 and $162,361 in 1996.

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, 1998, 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.

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, 1998,
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.  Management
believes that the methods used to allocate  shared  administrative  expenses are
reasonable.  The  administrative  expenses  allocated  to the  Partnership  were
approximately  $247,000 in 1998,  $230,000 in 1997 and  $225,000 in 1996 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.






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

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. (See also note 11.)

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
$294,417  in 1998,  $299,375  in 1997 and  $299,569  in 1996.  Such  amounts are
included  in  hotel  and  restaurant  operations  expense  in  the  accompanying
statements of operations.

Future lease commitments at December 31, 1998, using the current minimum monthly
amounts, are as follows:

   Years Ended                           Hotel Land    Restaurant
   December 31:                            Lease         Lease          Total
   ------------                          ----------    ----------    ----------
     1999                                $  166,536    $  118,404    $  284,940
     2000                                   166,536       118,404       284,940
     2001                                   166,536       118,404       284,940
     2002                                   166,536       118,404       284,940
     2003                                   166,536       118,404       284,940
     2003-2034                            5,245,884       947,232     6,193,116
                                         ----------   -----------    ----------

   Total minimum future lease payments   $6,078,564    $1,539,252    $7,617,816
                                         ==========    ==========    ==========














                                      F-12
<PAGE>
                           FAMOUS HOST LODGING V, L.P.
                       (A California Limited Partnership)
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 6 - HOTEL AND RESTAURANT OPERATING EXPENSES

The following  table  summarizes  the major  components of hotel and  restaurant
operating expenses for the following years:
                                                1998        1997        1996
                                             ----------  ----------  ----------
Hotel operating expenses:
 Salaries and related expenses               $  476,895  $  473,267  $  464,624
 Rent                                           249,347     235,753     238,538
 Franchise, advertising and reservation fees    185,342     175,932     179,762
 Utilities                                      142,254     151,979     155,573
 Allocated costs, mainly indirect salaries      197,696     186,004     184,064
 Renovations and replacements                    63,617      52,913      40,926
 Maintenance expenses                           107,682     106,149     125,157
 Property taxes                                  64,014      63,790      65,322
 Property insurance                              41,564      43,021      41,984
 Other operating expenses                       330,224     398,014     404,950
                                             ----------  ---------- -----------

 Total hotel operating expenses              $1,858,635  $1,886,822  $1,900,900
                                             ==========  ==========  ==========

Restaurant operating expenses:
 Salaries and related expenses               $  227,896  $  393,229  $  343,962
 Cost of food and beverage                      164,578     287,070     253,888
 Rent                                            46,886      65,302      63,068
 Utilities                                       43,575      49,693      48,678
 Property taxes                                  10,315      10,504      11,551
 Property insurance                               8,863       8,595       9,525
 Other operating expenses                        51,765      73,598      70,145
                                             ----------  ----------  ----------

 Total restaurant operating expenses         $  553,878  $  887,991  $  800,817
                                             ==========  ==========  ==========


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-13
<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,
1998 follows:

  Total cash in all California banks                $394,769
  Portion insured by FDIC                           (100,000)
                                                    --------
    Uninsured cash balance                          $294,769
                                                    ========

NOTE 10 - PENDING SALE OF MOTEL ASSETS

On May 15, 1998 the Partnership and four other limited  partnerships  managed by
the general  partner  entered  into a contract  to sell all their motel  assets.
Escrow for the sales opened June 1998. By majority vote the limited  partners of
the  Partnership  have  approved  the  sale of the  Partnership's  motel  assets
pursuant to such  contract,  and the limited  partners of the four other limited
partnerships  have also approved by majority  vote the sale of their  respective
limited  partnership's  motel assets. The sale of the Partnership's motel assets
and the motel assets of the other  limited  partnerships  are subject to certain
contingencies  (see  Note  11).  The  Partnership  has been  unable  to reach an
agreement  with the  franchisor  as to the early  termination  of the  franchise
agreement.   Because  of  these   contingencies  the  Partnership  has  not  yet
reclassified  its motel assets as held for sale. If the sale occurs on the terms
approved by the limited  partners,  it is anticipated that the Partnership would
report a gain per books in the amount of approximately $2,100,000.  Accordingly,
there has been no adjustment to the carrying  value of the  Partnership's  motel
assets. If the sale is consummated the Partnership would be dissolved.

In connection with the anticipated sale of the motel assets, the Partnership has
incurred reimbursable costs in the amount of $36,286 which are included as other
receivables in the accompanying balance sheet.


NOTE 11 - LEGAL PROCEEDINGS

On  September  24, 1998 the Lessor of the Barstow Land lease (see note 5) served
upon the  Partnership a demand for  arbitration.  In the demand,  the Lessor has
asked for  damages of at least  $250,000  due to alleged  violations  of certain
lease  requirements  in connection  with the hours of operations  and the use of
meeting and banquet rooms. On October 23, 1998 the Partnership served the Lessor
with  a  counterclaim  asking  for  a  dismissal  of  the  Lessor's  demand  and
compensatory  damages for the  Lessor's  breach of his implied  covenant of good
faith and fair  dealing  with  regard to leasing of nearby  properties.  At this
stage  in  the  proceedings,  management  cannot  estimate  the  outcome  of the
arbitration.


                                      F-14

<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.

The  General  Partner  was  organized  in 1981 to serve as a general  partner of
limited  partnerships  to be formed  for the  purpose  of  investing  in Super 8
Motels.  The 50% shareholder,  sole director and principal  executive officer of
the General Partner is Mr. Grotewohl.

Mr.  Grotewohl,  age 80, 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 70, was active in the securities  industry  through the
1980's. He is presently retired.


Item 11.  EXECUTIVE COMPENSATION

         Although Mr. Brown  ceased to be a general  partner of the  Partnership
upon his death, a trust  established  for Mr. Brown's heirs 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,  1998,  the
Partnership  paid  property  management  fees in the amount of  $155,429  to the
Manager.










                                       14
<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  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  its
affiliates and the Brown trust.







                                       15
<PAGE>



Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

                                                       AMOUNT AND
    TITLE                                             NATURE OF
      OF       NAME AND ADDRESS OF BENEFICIAL        BENEFICIAL     PERCENT
    CLASS                   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.







                                       16
<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  $247,000 in 1998 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.











































                                       17
<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, 1998 and 1997
        Statements of Operations for the Years Ended December 31, 1998, 1997 and
        1996  Statements  of Partners'  Equity for the Years Ended  December 31,
        1998, 1997 and 1996 Statements of Cash Flow for the Years Ended December
        31, 1998, 1997 and 1996 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.







                                       18
<PAGE>



        Exhibits 10.6 and 10.7 are hereby  incorporated herein by reference from
        the Schedule 14A filed by the registrant on November 3, 1998.
         10.6 Purchase and Sale  Agreement  dated April 30, 1998 10.7  Agreement
         dated April 21, 1998 and Exclusive Sales Agency
          contract dated May 8, 1998.
        Exhibits 10.8 and 10.9 are hereby  incorporated herein by reference from
        the Rule 13E-3 Transaction Statement filed by registrant on November 16,
        1998.
         10.8 First  Amendment  dated May 15, 1998 to Agreement  dated April 21,
         1998.  10.9 Second  Amendment dated October 29, 1998 to Agreement dated
         April 21, 1998

  (b) Reports on Form 8-K

       Inapplicable








































                                       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 April 12, 1999

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 April 12, 1999























                                       20
<PAGE>