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 (FEE REQUIRED)
                    For the Fiscal Year Ended December 31, 1996
                          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 wholly-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 retain 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,  1996,  the  Partnership  employed  a total  of 44 persons,
either full  or  part-time at the Barstow hotel  and restaurant, including  four
desk clerks, 14 housekeeping and laundry personnel, three maintenance personnel,
one general manager,  eight cooks and dishwashers,  10 servers and bus  persons,
three 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 with 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 was to be for 50 years with lessee's  option to renew
for three additional 10 year periods.

The Barstow hotel, which  consists of 148 guest rooms,  was placed in service on
December 31, 1985,  at which date 96 guest rooms were  available  for occupancy.
The remaining 52 guest rooms 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 term
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, 1996)
under the hotel site and restaurant facility leases.

In 1996, the  Partnership  incurred a total of $285,496 in  rent expense for its
Barstow  hotel site and  restaurant facility.  Monthly  payments of $24,004 were
made  throughout the year,  and as  of December 31, 1996 the  Partnership  had a
credit  balance  of $2,548 in accrued  rent.  The  accrued  rent was paid to the
Partnership by the landlord in January 1997.




















                                       4
<PAGE>

The  Barstow hotel achieved  the following  average occupancy  rates and average
room rates during 1996, 1995 and 1994.

                                Average Occupancy Rate
                          ---------------------------------  
                            1996        1995         1994
                          --------    --------     --------
          Annual Average    71.1%       74.9%        79.7%
                          
                                   Average Room Rate
                          ---------------------------------         
                            1996        1995         1994
                          --------    --------     -------- 
          Annual Average   $64.63      $60.95       $58.67

The following lodging facilities provide direct and indirect competition  to the
Partnership's Barstow hotel:
                                                             APPROXIMATE
                                                               DISTANCE
                                                                 FROM
                                              NUMBER             THE
                 FACILITY                    OF ROOMS           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

Inapplicable.

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

Inapplicable.











                                       5
<PAGE>


                                     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, 1996 a total of 1,857 investors (the "Limited Partners") 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  each  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 subordinated 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 14% of  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
                         ------------     ------------     --------
                           02/15/95          $83,002        $9.20
                           05/15/95          $83,002        $9.20
                           08/15/95          $83,002        $9.20
                           11/15/95          $83,002        $9.20
                           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










                                       6
<PAGE>

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 Sales or  Refinancing  Proceeds  until each
Limited  Partner  has  received  from  cummulative   contributions  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, 1996,  1995,  1994, 1993 and 1992.




















































                                       8
<PAGE>

                          FAMOUS HOST LODGING V, L.P.

Item 6. Selected Financial Data



                                        Years Ended December 31:
                     ----------------------------------------------------------
                        1996        1995        1994        1993        1992
                     ----------  ----------  ----------  ----------  ----------

Guest room income    $2,489,982  $2,466,338  $2,526,730  $2,458,535  $2,256,242
Restaurant income      $655,746    $636,141    $701,900    $775,129    $819,072
Interest income          $9,131     $11,825     $13,899     $11,802     $14,037
Net income (loss)       $14,787     $78,676    $188,470     $82,208   $(102,512)


Per Partnership Unit:
   Cash distributions    $36.80      $36.80      $34.40      $16.00      $32.00
   Net income (loss)      $1.62       $8.63      $20.68       $9.02     $(11.25)


                                        Years Ended December 31:
                     ----------------------------------------------------------
                        1996        1995        1994        1993        1992
                     ----------  ----------  ----------  ----------  ----------

Total assets         $2,815,123  $3,127,918  $3,411,671  $3,523,707  $3,560,555
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, 1996  current  assets of
$310,576,  current liabilities of $184,339 and, therefore,  an operating reserve
of $126,237 in excess of current liabilities.  These excess net assets provide a
working capital reserve for the Partnership.  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 1995
the Managing  General  Partner  decided to pay for  capitalized  renovations and
replacement  from cash on hand  rather  than incur  debt.  The  reserve  will 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 $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.

During the  fiscal  year  ended  December  31,  1995,  the  Partnership expended
$383,468 for  renovations and replacements,  of  which $306,084 was capitalized.
The capitalized items included $58,444 for an electronic lock system required by
the Holiday Inn franchise agreement, $51,360 for a restaurant access with  ramps
oriented  to  the  hotel  required  by  the  Americans  with  Disabilities  Act,
$45,091 for carpet  in  the hotel public areas and  corridors, $31,263 for guest
room carpet, $13,072  for  a restaurant computer system that  is compatible with
the  hotel  computer  system  required by  the franchise  agreement, $17,499 for
replacement televisions,  $15,273 for  additional  signage,  $2,637 for  an  ice
machine and $68,538 for  engineering and drawings associated  with the potential
30-room addition  referred  to below under this  caption.  Items not capitalized
include $14,160 for replacement guest room chairs, $13,150 for replacement guest
room doors, $9,632 for re-upholstery of restaurant booths and chairs, $7,799 for
guest  room  drapes, $7,590 for  replacement bedspreads, $5,301 for  replacement
lamps and  lampshades  and $4,329 for  replacement  art in the restaurant.

The  Managing  General Partner is  aware of  no  material trends or changes with
respect  to  the  mix  or  relative cost of the Partnership's capital resources.
Adequate  working capital is expected to be generated from hotel  revenues.  The
Managing General Partner's budget for renovation and replacement expenditures is
3% of room revenues.










                                       10
<PAGE>

Results of Operations

Combined Financial Results

The following  tables summarize  the  Partnership's operating  results  for  the
fiscal  years  ended  December 31,  1994,  1995  and 1996  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, 1994               79.7%        $58.67
         December 31, 1995               74.9%        $60.95
         December 31, 1996               71.1%        $64.63

                                                Total
                                             Expenditures       Partnership
                              Total              and             Cash Flow
Fiscal Year Ended:           Revenues        Debt Service           (1)
------------------           ----------      ------------       -----------
December 31, 1994            $3,339,096       $3,041,413         $297,683
December 31, 1995            $3,213,820       $3,158,485          $55,335
December 31, 1996            $3,257,416       $2,961,860         $295,556

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

                                      1996            1995            1994
                                    ---------       ---------       ---------
Partnership Cash Flow                $295,556         $55,335        $297,683
Additions to Fixed Assets              29,643         306,084         153,085
Depreciation and Amortization        (299,764)       (278,574)       (262,299)
Other Items                           (10,648)         (4,169)              1
                                    ---------      ----------      ----------   
Net Income                            $14,787         $78,676        $188,470
                                    =========      ==========      ========== 












                                       11
<PAGE>


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).

                                                 1996        1995        1994
                                               --------    --------    --------
Cash Flow from Hotel Operations                $467,476    $251,271    $481,530
Total Restaurant Net Loss                      (182,081)   (207,886)   (195,393)
                                               --------    --------    --------
Aggregate Cash Flow from Property Operations    285,395      43,385     286,137
Interest on Cash Reserves                         9,131      11,825      13,899
Other Income (net of Other Expenses) not
  allocated to the property                       1,030         125      (2,353)
                                               --------    --------    --------
Partnership Cash Flow                          $295,556     $55,335    $297,683
                                               ========    ========    ========

Hotel Operations

The following table sets forth a comparison  of  the operating  results  of  the
Barstow hotel  for  its  three  most recent  fiscal  years  of  operation. 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.

                                                Total          Cash Flow
                                             Expenditures         from
                              Total              and            Combined
Fiscal Year Ended:           Revenues        Debt Service       Operations
-----------------            ----------      ------------       ----------
December 31, 1994            $2,622,196       $2,140,666         $481,530
December 31, 1995            $2,565,636       $2,314,365         $251,271
December 31, 1996            $2,591,465       $2,123,989         $467,476

The  Partnership's  hotel  achieved a $25,830 or 1.0% increase in total revenues
during  the fiscal  year  covered by  this  report 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 Partnership's hotel experienced a 2.2% decrease in total revenues during the
fiscal year ended  December 31, 1995 as  compared  to the  previous fiscal year.
The  4.8  percentage  point  decline  in  the  average  occupancy rate  was  not
completely offset by the $2.28 increase  in the average room rate. The occupancy
generated by  the corporate market segment declined while occupancy by the other
market segments remained substantially unchanged.  The average room rate for all
market segments increased due to rate increases.






                                       12
<PAGE>

The Barstow  hotel's  total  expenditures  and debt  service  decreased $190,376
or  8.2%  during  the  fiscal  year  covered  by  this report 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.

The Barstow  hotel's  total  expenditures  and debt  service  increased $173,699
(8.1%) during the fiscal  year  ended  December  31, 1995  as  compared  to  the
previous  fiscal year. If  the  increase  in  renovations  and  replacements  of
$194,981 is excluded,  the hotel achieved a $21,282  reduction in  expenditures.
This  decrease  in  expenditures  included  reductions  of  $22,427  in bad debt
expense,  $14,279 in workers'  compensation  insurance,  $10,562 in electricity,
$10,158  in  sales  salaries,   $8,016  in  housekeeping  wages  and  $5,037  in
promotional   materials.   Partially  offsetting  the  expense  reductions  were
expenditure  increases of $10,882 in security  services,  $7,374 in  maintenance
wages, $5,752 in linen replacement and $5,505 in reservation fees.

 Restaurant Operations

The  following table summarizes the operating  results of the restaurant for the
fiscal years ended December 31, 1996, 1995, and 1994:

                              1996                1995             1994
                        ----------------   ----------------   ----------------
Food Sales              $506,255  100.0%   $496,097  100.0%   $575,894  100.0%
Cost of Food Sales      (203,022) -40.1%   (183,583) -37.0%   (210,662) -36.6%
                        --------           --------           --------
Gross Profit from
  Food Sales             303,233   59.9%    312,514   63.0%    365,232   63.4%
                        --------           --------           --------

Beverage Sales           149,490  100.0%    140,044  100.0%    126,006  100.0%
Cost of Beverages Sold   (50,866) -34.0%    (47,772) -34.1%    (44,495) -35.3%
                        --------           --------           --------
Gross Profit from
  Beverage Sales          98,624   66.0%     92,272   65.9%     81,511   64.7%
                        --------           --------           --------

Combined Gross Profit    401,857   61.3%    404,786   63.6%    446,743   63.6%
Restaurant Operating 
  Expenses              (583,938) -89.0%   (612,672) -96.3%   (642,136) -91.5%
                        --------           --------           --------
Total Restaurant
  Net Loss             $(182,081) -27.8%  $(207,886) -32.7%  $(195,393) -27.8%
                        ========           ========           ========









                                       13
<PAGE>

The  Partnership's  restaurant  at  the Barstow  Holiday Inn  achieved a $25,805
decrease  in  its  net  loss  during  the fiscal year  covered by this report 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.

The Partnership's  restaurant at  the  Barstow Holiday Inn experienced a $12,493
increase  in  its  net loss during  the fiscal year ended December  31, 1995  as
compared to  the previous fiscal  year. Basically, gross profit from  food sales
declined at a rate faster than the rate at which the cost-cutting programs could
compensate.   Operating   expenses   include  some  renovation  and  replacement
associated with a name change to the "Cactus Club Bar and Grill."

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  an  economic  recovery and 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.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements and  Notes to Financial Statements  attached  hereto at
pages F-1 through F-12.

























                                       14
<PAGE>

                          ANNUAL REPORT ON FORM 10-K

                                    ITEM 8

                             FINANCIAL STATEMENTS

                          FAMOUS HOST LODGING V, L.P.

                            SACRAMENTO, CALIFORNIA

                               DECEMBER 31, 1996













































                                      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, 1996 and 1995                    F-4

    Statements of Operations for the years ended
      December 31, 1996, 1995 and 1994                            F-5

    Statements of Partners' Equity for the years ended
      December 31, 1996, 1995 and 1994                            F-6

    Statements of Cash Flows for the years ended                  F-7 to
      December 31, 1996, 1995 and 1994                            F-8

    Notes to Financial Statements                                 F-9 to
                                                                  F-12












Note:  All  schedules  have been omitted since the required  information  is not
present or not  present  in amounts  sufficient  to  require  submission  of the
schedule 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, 1996 and 1995,  and the
related  statements of operations,  partners' equity, and cash flows for each of
the years in the three year period  ended  December 31,  1996.  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, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the years in the three year period ended December 31, 1996, in
conformity with generally accepted accounting principles.


VOCKER KRISTOFFERSON AND CO.


February 20, 1997
San Mateo, California






                                      F-3

<PAGE>

                          FAMOUS HOST LODGING V, L.P.
                      (A California Limited Partnership)
                                BALANCE SHEETS
                          December 31, 1996 and 1995

                                    ASSETS
                                                            1996        1995
                                                         ----------  ----------
Current Assets:
   Cash and temporary investments (Notes 1,3 and 7)      $  246,283  $  286,074
   Accounts receivable                                       24,531      31,138
   Prepaid expenses                                          39,762      36,038
                                                         ----------  ----------
      Total Current Assets                                  310,576     353,250
                                                         ----------  ----------
Property and Equipment (Note 2):
   Building                                               4,077,604   4,077,604
   Furniture and equipment                                1,253,417   1,229,074
   Projects in progress                                      58,444      58,444
                                                         ----------  ----------
                                                          5,389,465   5,365,122
   Accumulated depreciation and amortization             (2,917,212) (2,622,748)
                                                         ----------  ----------
      Property and Equipment, Net                         2,472,253   2,742,374
                                                         ----------  ----------

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

             Total Assets                                $2,815,123  $3,127,918
                                                         ==========  ==========

                        LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:
   Accounts payable and accrued liabilities              $  184,017  $  179,911
   Due to related parties                                       322        -
                                                         ----------  ----------

      Total Liabilities                                     184,339     179,911
                                                         ----------  ----------
Contingent Liabilities and Lease Commitments
   (Notes 4 and 5)

Partners' Equity:
   General Partners                                           3,836       3,688
   Limited Partners                                       2,626,948   2,944,319
                                                         ----------  ----------
      Total Partners' Equity                              2,630,784   2,948,007
                                                         ----------  ----------

             Total Liabilities and Partners' Equity      $2,815,123  $3,127,918
                                                         ==========  ==========

                 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:
                                             ----------------------------------
                                                1996        1995        1994
                                             ----------  ----------  ----------
Income:
   Guest room                                $2,489,982  $2,466,338  $2,526,730
   Restaurant                                   655,746     636,141     701,900
   Telephone and vending                         65,512      54,893      59,016
   Interest                                       9,131      11,825      13,899
   Other                                         37,045      44,624      37,552
                                             ----------  ----------  ----------
       Total Income                           3,257,416   3,213,821   3,339,097
                                             ----------  ----------  ----------

Expenses:
   Hotel and restaurant operations
     (Notes 4, 5 and 6)                       2,701,717   2,634,845   2,664,182
   General and administrative (Note 4)           78,787      61,637      57,941
   Depreciation and amortization (Note 2)       299,764     278,574     262,299
   Property management fees (Note 4)            162,361     160,089     166,205
                                             ----------  ----------  ----------
       Total Expenses                         3,242,629   3,135,145   3,150,627
                                             ----------  ----------  ----------

       Net Income                            $   14,787  $   78,676  $  188,470
                                             ==========  ==========  ==========



Net Income Allocable to General Partners           $148        $787      $1,885
                                                   ====        ====      ======

Net Income Allocable to Limited Partners        $14,639     $77,889    $186,585
                                                =======     =======    ========


Net Income Per Partnership Unit (Note 1)          $1.62       $8.63      $20.68
                                                  =====       =====      ======

Distributions to Limited Partners Per
   Partnership Unit (Note 1)                     $36.80      $36.80      $34.40
                                                 ======      ======      ======




                  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:
                                             ----------------------------------
                                                1996        1995        1994
                                             ----------  ----------  ----------
General Partners:
   Balance, beginning of year                $    3,688  $    2,901  $    1,016
   Net income                                       148         787       1,885
                                             ----------  ----------  ----------
       Balance, End of Year                       3,836       3,688       2,901
                                             ----------  ----------  ----------

Limited Partners:
   Balance, beginning of year                 2,944,319   3,198,440   3,322,212
   Net income                                    14,639      77,889     186,585
   Less: Cash distribution to
       limited partners                        (332,010)   (332,010)   (310,357)
                                             ----------  ----------  ----------
       Balance, End of Year                   2,626,948   2,944,319   3,198,440
                                             ----------  ----------  ----------

       Total Partners' Equity                $2,630,784  $2,948,007  $3,201,341
                                             ==========  ==========  ==========
























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

Cash Flows From Operating Activities:
   Received from hotel and restaurant
     operations                              $3,255,807  $3,224,408  $3,303,398
   Expended for hotel and restaurant
     operations and general and
     administrative expenses                 (2,942,661) (2,878,610) (2,872,625)
   Interest received                              8,216      11,223      13,822
                                             ----------  ----------  ----------
       Net Cash Provided by
         Operating Activities                   321,362     357,021     444,595
                                             ----------  ----------  ----------

Cash Flows From Investing Activities:
   Proceeds from sale of property and
     equipment                                      500       3,060        -
   Purchases of property and equipment          (29,643)   (306,084)   (153,085)
                                             ----------  ----------  ----------
       Net Cash Used by Investing
         Activities                             (29,143)   (303,024)   (153,085)
                                             ----------  ----------  ----------

Cash Flows From Financing Activities:
   Distributions paid to limited partners      (332,010)   (332,010)   (310,357)
                                             ----------  ----------  ----------
       Net Cash Used by Financing
         Activities                            (332,010)   (332,010)   (310,357)
                                             ----------  ----------  ----------

       Net Increase (Decrease) in Cash
         and Temporary Investments              (39,791)   (278,013)    (18,847)

Cash and Temporary Investments:
   Beginning of year                            286,074     564,087     582,934
                                             ----------  ----------  ----------

        End of Year                          $  246,283  $  286,074  $  564,087
                                             ==========  ==========  ==========




                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:
                                             ----------------------------------
                                                1996        1995        1994
                                             ----------  ----------  ----------
Reconciliation of Net Income  to Net Cash
 Provided by Operating Activities:

 Net income                                  $   14,787  $   78,676  $  188,470
                                             ----------  ----------  ----------

 Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation and amortization                299,764     278,574     262,299
   (Gain) loss on disposition of property
     and equipment                                 (500)      4,170        -
   (Increase) decrease in accounts receivable     6,607      21,810     (21,878)
   (Increase) decrease in prepaid expenses       (3,724)      5,210       4,052
   (Increase) decrease in other assets             -         (1,000)      1,800
   Increase (decrease) in accounts payable
     and accrued liabilities                      4,106     (18,863)      9,911
   Increase (decrease) in due to
     related parties                                322     (11,556)        (59)
                                             ----------  ----------  ----------
       Total Adjustments                        306,575     278,345     256,125
                                             ----------  ----------  ----------

       Net Cash Provided By
         Operating Activities                $  321,362  $  357,021  $  444,595
                                             ==========  ==========  ==========

















                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 October 1, 1984, to acquire and/or  develop and operate hotel  properties
in the State of  California.  The term of the  Partnership  expires  December 3,
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, 1996). As
of December 31, 1996, the  Partnership  had working capital of only $126,237 due
to capital renovations made during 1995 and distributions to limited partners in
1995 and 1996.

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.

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.    F-9
<PAGE>
                          FAMOUS HOST LODGING V, L.P.
                      (A California Limited Partnership)
                   NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 3 - CASH AND TEMPORARY INVESTMENTS

Cash and temporary  investments as of December 31, 1996 and 1995 consists of the
following:

                                                        1996        1995
                                                      --------    --------
    Cash in bank                                      $ 57,133    $ 73,252
    Money market accounts                               89,150     112,822
    Certificates of deposit                            100,000     100,000
                                                      --------    --------
        Total Cash and Temporary Investments          $246,283    $286,074
                                                      ========    ========

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 $162,361 in 1996, $160,089 in 1995 and $166,205 in 1994.

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% 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 14% per  annum
non-cumulative return on his adjusted capital contribution. Through December 31,
1996, 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, 1996,
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 $225,000
in 1996,  $223,000 in 1995, and $207,000 in 1994 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  three  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
$301,606  in 1996,  $297,167  in 1995 and  $307,493  in 1994.  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

Future lease commitments at December 31, 1996, using the current minimum monthly
amounts, are as follows:

       Years Ended                           Hotel Land   Restaurant
       December 31:                            Lease         Lease      Total
       ------------                          ----------  ----------  ----------
          1997                               $  161,352  $  114,204  $  275,556
          1998                                  161,352     114,204     275,556
          1999                                  161,352     114,204     275,556
          2000                                  161,352     114,204     275,556
          2001                                  161,352     114,204     275,556
          2002-2034                           5,243,940   1,027,836   6,271,776
                                             ----------  ----------  ----------
       Total minimum future lease payments   $6,050,700  $1,598,856  $7,649,556
                                             ==========  ==========  ==========
NOTE 6 - HOTEL AND RESTAURANT OPERATING EXPENSES

The following  table  summarizes  the major  components of hotel and  restaurant
operating expenses for the following years:     1996        1995        1994
                                             ----------  ----------  ----------
Salaries and related expenses                $  808,586  $  789,516  $  856,364
Cost of food and beverage                       253,888     231,355     255,156
Rent                                            301,606     297,168     307,493
Franchise, advertising and reservation fees     179,762     177,711     175,427
Utilities                                       204,251     214,662     231,317
Allocated costs, mainly indirect salaries       184,064     181,607     169,655
Renovations and replacements                     40,926      77,384      35,402
Other operating expenses                        728,634     665,442     633,368
                                             ----------  ----------  ----------
          Total hotel and restaurant
              operating expenses             $2,701,717  $2,634,845  $2,664,182
                                             ==========  ==========  ==========
NOTE 7 - 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
insured and uninsured  cash balances (not reduced by  outstanding  checks) as of
December 31, 1996 follows:

          Total cash in all California banks                $248,398
          Portion insured by FDIC                           (230,620)
                                                            --------
            Uninsured cash balance                          $ 17,778
                                                            ========
NOTE 8 - COMMITMENTS

Franchise Fees
In Febrary 1991, the  Partnerhip  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.
                                      F-12
<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  78, 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  68, 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 of Mr. Brown shares in certain of  the compensation otherwise
payable to the General Partners  and their affiliates.  This revenue is now paid
to a trust.

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  $162,361  to the
Manager.

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 14% per annum on their adjusted capital contributions.


                                       15
<PAGE>

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.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

No person is known by the Partnership to be the beneficial owner of more than 5%
of the Units.

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.






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<PAGE>

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.

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 $225,000 in 1996 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 three employee  who are
related  to Philip B. Grotewohl, the  chairman of the  Managing General Partner.























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<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, 1996 and 1995
     Statements of Operations for the Years Ended December 31, 1996,
       1995 and 1994
     Statements of Partners' Equity for the Years Ended December 31, 1996,
       1995 and 1994
     Statements of Cash Flow for the Years Ended December 31, 1996,
       1995 and 1994
     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
       Inapplicable














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<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 28, 1997



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 28, 1997

























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