BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP
                               FINANCIAL STATEMENTS
                                 DECEMBER 31, 1998




                         REPORT OF INDEPENDENT AUDITOR



Big River Productions Limited Partnership
1501 Broadway - Suite 1904
New York, NY  10036

Gentlemen:

We have audited the accompanying balance sheet of Big River Productions Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
income and partners' capital, and cash flows for the years then ended.  These
financial statem ents are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

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.  A n 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 evalua ting the overall financial
statement presentation.  We believe that our audits provides 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 Big River Productions Limited
Partnership as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.


                                   Respectfully submitted,




                                   Schall & Ashenfarb,
                                   Certified Public Accountants, P.C.

March 1, 1999




                           BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP


                                      INDEX

Part I                                                     PAGE
Item 1 - Business                                           1
Item 2 - Properties                                         1
Item 3 - Legal Proceedings                                  1

Part II
Item 4 - Submission of matter to vote of
         security holders                                   1
Item 5 - Market for registrants common
         equity and related stockholders
         matters                                            1
Item 6 - Selected Financial Data                            1
Item 7 - Managements discussion and analysis
         of financial condition and results
         of operations                                      1
Item 8 - Financial statements and supplementary
         data                                               1
Item 9 - Disagreements on accounting and
         financial disclosure                               1


Part III
Item 10 - Directors and executive officers                  1
Item 11 - Executive Compensation                            1
Item 12 - Security Ownership                                1
Item 13 - Certain relationship and related
          transactions                                      1

Part IV
Item 14 - Financial statements                              2-7

          Signatures                                        8

Item 1 -        Business
                The Big River Productions Limited Partnership owns the  rights
                to the play Big River.  As of December 31, 1998 the play was
                being performed on tour.

Item 2 -        Properties
                Partnership maintains through its general partners offices at
                1501 Broadway, New York, New York.

Item 3 -        Legal Proceedings
                NONE

Item 4 -        Submission of matters to a vote of Security Holders
                Not Applicable

Item 5 -        Market for Registrants Common Equity & Stockholder Matters
                Not Applicable

Item 6 -        Selected Financial Data
                The following table sets forth selected financial information
                regarding the Company's financial position and operating
                results.  This information should be read in conjunction with
                the financial statements and notes thereto and Managements
                discussion and analysis of financial condition and results of
                operations, appearing elsewhere in this report.

                Income from continuing operation                $98,059
                Total Assets                                   $108,984
                Non-Current Obligations                          -0-

Item 7 -        Managements Discussion and Analysis of financial condition and
                results of operations
                The Partnership was capitalized by $2,500,000 of partners
                contributions during 1985 for the purpose of producing on
                Broadway a dramatic - musical play entitled "Big River". The
                Company's primary revenue source is from royalties from
                licensing agreements.  The Company's royalty income was $98,059
                during 1998.

Item 8 -        Financial Statement and Supplementary Data
                The financial statements and supplementary data listed on he
                accompanying Index to financial statements and Index to
                financial schedule are hereby incorporated herein by this
                reference and filed as part of this report.

Item 9 -        Disagreements on Accounting and Financial Disclosures
                NONE

Item 10 - 13   Not Applicable


                   BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP
                           BALANCE SHEET
                          DECEMBER 31,

                          ASSETS

                                     1998       1997
                                     -----      -----

Current Assets


Cash in Bank                        $108,984     $18,384
                                     --------     -------

Total Assets                         $108,984     $18,384
                                     ========     ========



LIABILITY & PARTNERS CAPITAL

Current Liabilities

Accrued Expenses                      $18,637        $6,644
                                      -------        ------
Total Liabilities                     $18,637         6,644


Partners Capital

Partners Capital                       90,347          11,740
                                      --------         ------
Total Partners Capital                 90,347          11,740


Total Liabilities & Partners Capital $108,984      $18,384
                                     =========      =======


See accountants compilation report.

                      BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP
                         STATEMENT OF INCOME AND PARTNERS' CAPITAL
                          FOR THE TWELVE MONTHS ENDED DECEMBER 31,



                                      1998               1997

Income:
 Royalty                              $98,059           $65,659
                                      -------          --------
Total income                          98,059             65,659

Less: Expenses
Royalty Expense                        8,793             16,558
General Manager Fee                    1,200              1,200
Professional                           4,677              4,665
Administration Expense                 1,782                  0
                                       ------           --------
Total Expenses                         16,452             22,423
                                       --------           ------
Net Income Before Taxes                81,607             43,236

Provision for NYC Unincorporated
Business Tax
                                         3,000             1,534
                                         ------            -----
Net Income Before Interest Income        78,607            41,702

Interest Income                             0                644
                                          -----              ----
Net Income                               78,607           42,346

Partners' Capital - Beginning of year    11,740           59,394

Less: Distribution to Partner's            0             (90,000)
                                        ---------        --------
Partners' Capital - End of year           90,347         $11,740
                                         =========       =======


See notes attached



                   BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP
                      STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31,

<TABLE>
                                                           1998          1997
                                                           -----         ----
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                                               $78,607        $42,346
 Adjustments to reconcile net income
 to net cash provided by operating activities
 Increase/(Decrease)in accrued expenses                     11,993          944
                                                           --------          ---
Total Adjustments                                           11,993           944
                                                           --------          ---
Net Cash Provided by Operating Activities                   90,600        43,290

CASH FLOWS FROM FINANCING ACTIVITIES
 Capital Distributions                                         0         (90,000)
                                                              ---        -------
Net cash used for financing activities                         0         (90,000)
                                                             -----       -------
Net cash increase/(decrease)for year                         90,600      (46,710)

Cash and Cash equivalents
 at beginning of year                                         18,384      65,094
                                                             ---------    ------
Cash and cash equivalents at end of year                      108,984     $18,384
                                                              =========  =======
See notes attached
</TABLE>
                   BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 1998 AND 1997


Note 1 -        General

                The Big River Productions Limited Partnership (the "Company")
                owns shares in subsidiary rights of the property Big River,
                including all live stock and amateur performances.

Note 2 -        Accounting Policies

A)             The Company uses the accrual method of accounting for royalty
               income and related expenses.

B)             The Company reports the statement of cash flows in accordance
               with the Financial Accounting Standards Board statement No. 95.
               For purposes of this statement, all highly liquid securities
               with a maturity of three months or less are considered to be
               cash equivalents.

Note 3 -        Commitments & Contingencies

               The Company has no long term leases.


                              SIGNATURES


Pursuant to the requirements 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.

                    BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP
                                               (Registrant)





Date: ____________            ------------------------
                               By: Edward Strong
                                   (Officer)
                                   David, Strong, Warner, General Partner




                          SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K

                       ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

   FOR THE FOR THE YEAR ENDED DECEMBER 31, 1998   COMMISSION FILE# 294790-NY

                   BIG RIVER PRODUCTIONS LIMITED PARTNERSHIP
                   -----------------------------------------

         NEW YORK                          13-3243107
------------------------------------------------------
(State of other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification No.)


1501 BROADWAY                   NEW YORK, NEW YORK        10036
-----------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrants telephone number, including Area Code (212) 575-9710
                                                  ----------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed under Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the proceeding 12 months and (2) has been subject to such filing
requirements for the past 90 days.


                                  YES X    NO
                                     ---     ---