FORM 10-K

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

         [x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

                                  OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from..............to..................

Commission file number 0-14421


                    SILVER SCREEN PARTNERS II, L.P.
                   (a Delaware Limited Partnership)
             (Exact name of registrant as specified in its
           Certificate and Agreement of Limited Partnership)

Delaware                                    13-3276962
-------------------------------             -------------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)             Identification No.)

Chelsea Piers - Pier 62, Ste. 300
New York, New York                          10011
---------------------------------           ----------
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code (212) 336-6700

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

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,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                    YES   X                   NO
                                        -----                     -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K 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.[ ]


                                       1
<PAGE>


                                     PART I

ITEM 1.  BUSINESS.

     Silver Screen Partners II, L.P.  ("Silver Screen II") was organized in June
1985. A public offering of units of limited partnership  interests was completed
in November 1985, which raised  approximately  $192.6 million.  After payment of
offering  costs and fees,  $173.1  million was available for investment in films
(the "Partnership Contribution").

                  Silver Screen II filed a Certificate of Cancellation  with the
Secretary  of State of the State of  Delaware to  formally  terminate  its legal
existence as of December 30, 1996.  Silver Screen II has  distributed all of its
assets, net of liabilities, to the partners and has been dissolved in accordance
with the terms of its  Agreement  of Limited  Partnership.  The  Certificate  of
Cancellation  has been filed as an exhibit to Silver Screen II's current  report
on Form 8-K dated January 8, 1997 and the terms thereof are incorporated  herein
by reference. This is the final report on Form 10-K that will be filed by Silver
Screen II.

     Silver Screen II entered into a Joint Venture agreement (the "Joint Venture
Agreement")  with  Walt  Disney  Productions   ("Disney")  for  the  purpose  of
financing,  producing  and  exploiting  all  feature  length  theatrical  motion
pictures selected for production by Disney until all of Silver Screen II's funds
had been  committed  (the "Joint  Venture  Films").  In  addition  to  providing
financing  for the Joint  Venture  Films,  Silver  Screen II entered into a Loan
Agreement with Disney (the "Loan Agreement")  whereby a portion of Silver Screen
II's funds were used to finance a portion of certain specified  completed Disney
films (the  "Completed  Films" and,  together with the Joint Venture Films,  the
"Films").  Buena  Vista  Pictures  Distribution,   Inc.  (formerly  Buena  Vista
Distribution, Inc.) ("BV"), a wholly-owned subsidiary of Disney, was licensed to
distribute all Films in all media and in all territories  directly or indirectly
throughout  the world.  BV paid the expenses in  connection  with the  worldwide
distribution of each Film. The Partnership Contribution was fully committed.

     The business of Silver  Screen II is managed by Silver  Screen  Management,
Inc., a Delaware corporation which is a general partner of Silver Screen II (the
"Managing General Partner"). Silver Screen II participates through Disney-Silver
Screen II Joint Venture (the "Joint  Venture") in the production,  ownership and
exploitation of the Joint Venture Films and in the distribution and marketing of
the Joint  Venture  Films in all primary and  ancillary  markets.  The  Managing
General   Partner  is  responsible  for  the  preparation  of  reports  and  tax
information to be provided to the Limited Partners.

     The Joint Venture  financed films designed to appeal to children and family
audiences under the Walt Disney label and motion pictures  produced and released
under the name of  Touchstone  Films to appeal to all segments of the  audience.
All Joint Venture Films were rated "G," "PG," "PG-13," or "R."


                                       2
<PAGE>


     Silver Screen II committed approximately  $22,000,000 towards the Completed
Films  pursuant to the Loan  Agreement.  In  addition,  Silver  Screen II became
committed to fund ten films and part of one  additional  film, all of which were
completed   and  released  with  total   budgets   amounting  to   approximately
$150,690,000,  of which  substantially all was expended as of December 31, 1992.
Accordingly,  the Partnership  Contribution  has been fully committed and Silver
Screen II will not finance or purchase any additional motion pictures.  The four
Completed  Films  are:  "Return  to Oz,"  released  June 21,  1985;  "The  Black
Cauldron," released July 19, 1985; "My Science Project," released August 9, 1985
and "The Journey of Natty Gann," released  September 27, 1985. The Joint Venture
Films are "One Magic  Christmas,"  released  November 22, 1985; "Down and Out in
Beverly Hills,"  released  January 31, 1986; "Off Beat" released April 11, 1986;
"Ruthless People," released June 27, 1986; "The Great Mouse Detective," released
July 2, 1986 and  re-released  February 14, 1992 under the title "The Adventures
of the Great Mouse  Detective;"  "Tough Guys,"  released  October 3, 1986;  "The
Color of Money,"  released  October 17,  1986;  "Outrageous  Fortune,"  released
January 30, 1987;  "Tin Men,"  released March 6, 1987 and "Ernest Goes to Camp,"
released  May 22, 1987.  "Stakeout,"  which was  financed  approximately  75% by
Silver Screen II and 25% by Silver Screen Partners III, L.P. (a separate limited
partnership with the same Managing General Partner formed to finance  subsequent
Disney films), was released August 5, 1987.

Buyout
------

     Silver Screen II entered into a Letter  Agreement (the "Buyout  Agreement")
with Disney dated  September 11, 1995 providing for the sale to Disney of all of
Silver Screen II's interest in the Joint Venture.  In accordance with the Buyout
Agreement  the closing of such sale occurred on January 2, 1996 and the purchase
price paid to Silver Screen II was  $44,678,304  in cash after an adjustment for
certain film revenues  totaling  $321,696 received in 1995. The Buyout Agreement
has been filed as an exhibit to Silver Screen II's quarterly report on Form 10-Q
dated  September  30,  1995 and the terms  thereof  are  incorporated  herein by
reference.

Joint Venture Agreement
-----------------------

     Each Joint Venture Film was produced in  accordance  with the Joint Venture
Agreement.  Under the Joint Venture  Agreement,  Silver Screen II contributed to
the Joint Venture all amounts available for investing in films (the "Partnership
Commitment")  less the amounts  furnished for  financing  the  Completed  Films.
Disney  contributed  all motion  picture  projects  developed  and  selected for
production until the Partnership  Contribution was fully committed.  Disney also
furnished  production services for all the Joint Venture Films, and furnished or
obtained all financing not furnished by Silver Screen II.


                                       3
<PAGE>


     Contributions  by  Silver  Screen II to the  Joint  Venture  were made on a
film-by-film  basis and were based upon budgeted  production cost (the "Budgeted
Film  Cost")  of all Joint  Venture  Films.  The  Partnership  Contribution  was
committed  to the Joint  Venture,  film-by-film,  in the order  that each  Joint
Venture Film commenced principal  photography by the Joint Venture, in an amount
equal to 100% of the  Budgeted  Film Cost of each such Joint  Venture Film until
such time as the entire Partnership Contribution was so committed. Silver Screen
II was not  obligated to commit funds with respect to any one Joint Venture Film
in excess of $20,000,000  in the case of any Disney  animated film or Touchstone
Joint  Venture  Film,  or in excess of  $10,000,000,  in the case of any  Disney
non-animated Joint Venture Film.

     Disney  was  solely  responsible  for the  development  of  motion  picture
projects for  contribution  to the Joint  Venture,  the  production by the Joint
Venture of each Joint Venture Film and the delivery by the Joint Venture of each
such Joint Venture Film to BV in full  compliance  with the terms and conditions
of  the   Distribution   Agreement   between  the  Joint  Venture  and  BV  (the
"Distribution  Agreement").  Disney's production  responsibilities  included all
services customarily performed by a major studio. Disney was responsible for any
cost overruns and acted in effect as completion guarantor.

     The Budgeted  Film Cost of each Joint  Venture Film  consisted of all costs
customarily  included as direct production costs in the motion picture industry,
including  overhead of 17-1/2%.  The Budgeted  Film Cost also included all fixed
deferments,  bonuses and  participation's  in gross receipts  payable before the
Joint  Venture has recouped its  investment  in that Joint  Venture Film and all
additional  fixed  deferments  and bonuses  payable  prior to the payment of net
profits or out of first net profits.  The budget of each Joint  Venture Film was
approved  in writing by both  parties  prior to the  commencement  of  principal
photography. Disney was empowered to grant participation's in the profits of any
Joint  Venture  Film to third  parties  on behalf of the Joint  Venture up to an
amount no greater in the  aggregate  than 50% of 100% of the net  profits of any
Joint Venture Film.

     The revenue  formula  under the Joint  Venture  Agreement  was  designed to
assure that Silver Screen II would receive Joint Venture  distributions equal to
not less than 100% of the  Partnership  Contribution  applied  toward  the Joint
Venture Films on a  film-by-film  basis before  Disney  recoups cost overruns or
receives any share of profits.  All  revenues of the Joint  Venture were derived
exclusively  from the revenues  allocated to the Joint  Venture  pursuant to the
Distribution  Agreement during the term thereof.  Revenues received by the Joint
Venture in respect  of Joint  Venture  Films  have been  allocated  between  the
parties as follows:

          ---100%  to  Silver  Screen  II and  Disney  in  proportion  to  their
     respective  actual  investments  in the  Budgeted  Film Cost of each  Joint
     Venture Film until they have recovered the amount of the Budgeted Film Cost
     actually expended of such Joint Venture Film;


                                       4
<PAGE>


          ---thereafter,  100% to Disney  until  Disney  has  recouped  any cost
     overruns; and

          ---thereafter,  after  payment of  applicable  participations,  75% to
     Silver Screen II and 25% to Disney.

     In addition, certain other payments in respect of "Revenue Shortfalls" were
payable to the Joint Venture.  The Revenue Shortfall for each Joint Venture Film
was the difference, if any, between the Budgeted Film Cost actually expended and
the sum of all revenues  actually  received by the Joint Venture from BV as of a
settlement  date (the  "Settlement  Date")  occurring  not later than five years
after the U.S.  theatrical release of such Joint Venture Film. On the Settlement
Date of each Joint Venture Film, BV was obligated to pay to the Joint Venture an
amount equal to the Revenue Shortfall (the "Revenue Shortfall Payment"), if any,
provided,  that in no event would the Revenue  Shortfall Payment be greater than
the  revenues  retained by BV with  respect to such Joint  Venture Film from all
markets, subject to adjustment in certain cases.

     In the event that 15 years after  release of the first Joint  Venture Film,
Silver Screen II had not recouped the amount of the Partnership Contribution for
all Joint  Venture  Films  (including  amounts  received  as  Revenue  Shortfall
Payments,  if any),  such amounts  would be  contributed  by Disney to the Joint
Venture for  distribution to Silver Screen II (the "Ultimate  Revenue  Shortfall
Payment");  provided,  that Disney  shall be entitled to recoup such amount from
Silver Screen II's share of additional Joint Venture revenues.  The last Revenue
Shortfall Payment was due and received during 1992.

Loan Agreement
--------------

     Pursuant  to  the  Loan  Agreement,  Silver  Screen  II  loaned  to  Disney
approximately  $22  million,  or an  amount  equal to  approximately  25% of the
production  costs of the Completed  Films plus interest and overhead  thereon as
expended or estimated at July 1, 1985 (the "Completed Film Cost").  Repayment of
the loan was completed during 1990.

     Silver Screen II's loan was an unsecured obligation of Disney.  Payments on
the loan were made by Disney only out of revenues received by Disney pursuant to
the distribution  agreement  regarding the Completed Films (the "Completed Films
Distribution Agreement"), provided, however, that the amount loaned with respect
to a particular  Completed  Film must in any event have been repaid by Disney on
the fifth anniversary of the theatrical release of such Completed Film.

     In the  case of each  Completed  Film,  the  revenues  received  by  Disney
pursuant to the Completed Films  Distribution  Agreement were allocated  between
Disney  and  Silver  Screen  II  as  follows,   after  deduction  of  applicable
third-party participations:


                                       5
<PAGE>


          ---100%  to  Silver  Screen  II and  Disney  payable  pro  rata in the
     proportion  that Silver Screen II's loan with respect to such film bears to
     the Completed  Film Cost  supplied by Disney until the Completed  Film Cost
     has been recouped and the full amount of Silver Screen II's loan in respect
     of such Completed Film is repaid;

          ---thereafter,  100% to Disney in an amount equal to cost overruns, if
     any; and

          ---thereafter, 81-1/4% to Disney and 18-3/4% to Silver Screen II.

     The provisions of the Loan  Agreement  with respect to the Completed  Films
were substantially  similar to those of the Joint Venture Agreement with respect
to the Joint Venture Films, other than those provisions dealing with commitments
to the Joint  Venture out of the  Partnership  Contributions  and with the Joint
Venture  ownership  rights with respect to Joint  Venture  Films.  The Completed
Films are owned and are being exploited by Disney.

Distribution Agreements
-----------------------

     Pursuant to the Distribution Agreement and the Completed Films Distribution
Agreement,  BV  distributed  the Joint Venture Films for a term ending March 31,
1996,  and will  distribute  the  Completed  Films  for the  full  term of their
copyrights (typically, 75 years), in all media throughout the world.

     BV  (either  directly  or  through  third-party   licensees  or  affiliated
companies) was obligated to release and distribute  each of the Films  delivered
to it in  accordance  with and  subject to  customary  and  reasonable  business
practices  in the motion  picture  industry in all media  throughout  the world,
including theatrical, non-theatrical,  television, cable television, home video,
syndication, music, print publication, merchandising and new technologies.

     BV has  paid  and  will  pay all  costs  incurred  in  connection  with the
promotion,  marketing and distribution of each Film. In connection with the U.S.
theatrical release of each Joint Venture Film, BV was required to and did expend
certain minimum amounts. The Distribution Agreement provides that BV is entitled
to customary  distribution  fees, which vary in each medium,  and that the Joint
Venture is entitled to an escalating  percentage of the gross proceeds generated
by theatrical distribution of each Film.

Competition
-----------

     Silver Screen II was in competition with other  institutions  which provide
financing  for films,  some of which had  substantially  greater  financial  and
personnel  resources  than the Managing  General  Partner and Silver  Screen II.
These  institutions  included  the major film studios and  television  networks.
There was  substantial  competition  in the  industry  for a  limited  number of
producers,  directors,  actors and  properties  which were able to attract major
distribution in all media and markets throughout the world.


                                       6
<PAGE>


     There is intense  competition  within the industry for  exhibition  time at
theaters  and for the  attention  of the  movie-going  public.  Competition  for
distribution  in other  media is as intense as the  competition  for  theatrical
distribution.


Employees
---------

     Silver  Screen  II  has no  employees.  Silver  Screen  II's  business  was
administered by the staff of the Managing General Partner.


ITEM 2.  PROPERTIES.

     Silver  Screen II neither  owned nor leased any  physical  properties.  The
Managing General Partner leases offices in New York, New York.


ITEM 3.  LEGAL PROCEEDINGS.

     Silver  Screen II knows of no legal  proceedings  of a  material  nature to
which it is a party or of which any of its properties is the subject.


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

     No matter was submitted to a vote of security holders during the year ended
December 31, 1996.




                                       7
<PAGE>


                                     PART II


ITEM 5.   MARKET FOR THE REGISTRANT'S UNITS OF LIMITED 
          PARTNERSHIP INTEREST AND RELATED SECURITY HOLDER MATTERS.

     Silver  Screen  II was  terminated  on  December  30,  1996 by  filing of a
Certificate  of  Cancellation  with  the  Secretary  of  State  of the  State of
Delaware. The Certificate of Cancellation has been filed as an exhibit to Silver
Screen  II's  current  report  on Form 8-K dated  January  8, 1997 and the terms
thereof  are  incorporated  herein  by  reference.  The  Units  were not  traded
securities in any established trading market.

     Silver  Screen  II  filed  a Form 15 --  Certificate  and  Notification  of
Termination of Registration  under Section 12(g) of the Securities  Exchange Act
of 1934,  as  amended  on  January  8, 1997  with the  Securities  and  Exchange
Commission pursuant to which Silver Screen II will cease filing periodic reports
within 90 days after such Form 15 filing.

     The Agreement of Limited  Partnership of the Partnership (the  "Partnership
Agreement")  provided for  quarterly  distributions  to Limited  Partners out of
receipts from operations, net of certain expenses and reserves. See the material
set forth under "Item 11. Executive  Compensation."  Two distributions were made
to the Limited Partners in 1996 which aggregated $40,291,920.  The distributions
per Unit were as  follows:  February  16 - $82.75 and  December  26 - $21.85.  A
distribution  was made to the Limited  Partners in 1995 which totaled  $963,000.
The distribution was made on April 28, for $2.50 per unit.



                                       8
<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                   Year ended       Year ended       Year ended       Year ended  
                                   December 31,     December 31,     December 31,     December 31,     December 31,
                                       1996             1995             1994             1993             1992    
                                   ------------     ------------     ------------     ------------     -------------
<S>                                 <C>              <C>             <C>              <C>              <C>         
REVENUES:
Income from Joint Venture ....      $43,186,462      $ 5,332,543     $ 3,523,841      $ 8,883,054      $ 5,385,005 
Interest income ..............          870,595          162,096         118,603          132,122          138,326 
                                    -----------      -----------     -----------      -----------      ----------- 
                                     44,057,057        5,494,639       3,642,444        9,015,176        5,523,331 
EXPENSES:
General and administrative
 expenses ....................        1,034,392          666,949         473,094          494,674          491,621 
                                    -----------      -----------     -----------      -----------      -----------
Income before tax ............       43,022,665      $ 4,827,690     $ 3,169,350      $ 8,520,502      $ 5,031,710 
                                                    
Unincorporated business tax...          393,864                -               -                -                - 
                                    -----------      -----------     -----------      -----------      ----------- 
Net income ...................       42,628,801      $ 4,827,690     $ 3,169,350      $ 8,520,502      $ 5,031,710 
                                     ==========      ===========     ===========      ===========      =========== 
Net income per                                      
 $500 limited                                        
 partnership unit                                    
 (based on 385,200                                   
 Units outstanding)...........      $     94.07     $$     10.65     $      7.40      $     21.90      $     12.93  
                                    ===========      ===========     ===========      ===========      =========== 
                                                    
Cash distribution                                   
per $500 limited                                    
partnership unit .............      $    104.60      $      2.50     $      7.60      $     36.50      $     18.75 
                                    ===========      ===========     ===========      ===========      =========== 
                                                    
Total assets .................      $         -      $ 4,904,301     $ 2,509,623      $ 3,549,120      $ 8,152,392 
                                    ===========      ===========     ===========      ===========      =========== 
                                   
</TABLE>

                        See notes to financial statements



                                       9
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

Results of Operations
---------------------

     The  following is an analysis of the results of operations of Silver Screen
II for the years ended 1996, 1995 and 1994.

     Silver Screen II was a partnership  and therefore  generally not subject to
U.S.  federal  income  taxes.  No provision has been made with respect to Silver
Screen II's income  since  income or loss of Silver  Screen II is required to be
reported by the respective partners on their income tax returns.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
---------------------------------------------------------------------

     Net  income  for  the  year  ended  December  31,  1996  was  approximately
$42,629,000,  compared to net income of  approximately  $4,828,000  for the year
ended December 31, 1995. Revenues for the year ended December 31, 1996 consisted
of income  from the Joint  Venture  of  approximately  $43,186,000  compared  to
approximately $5,333,000 for the prior year. Silver Screen II sold its assets in
the  Joint  Venture  (see Item 5) on  January  1,  1996  resulting  in a gain of
approximately $37,853,000.

     Interest  income  generated  by  temporary  investments  of cash  which was
distributed   to  the  partners  for  the  year  ended  December  31,  1996  was
approximately  $871,000,  a $709,000 increase from the prior year. A decrease in
interest  rates  in 1996 was  offset  by an  increase  in  funds  available  for
investment. Interest rates ranged from 4.8% to 5.79% while those for 1995 ranged
between 5.1% to 6.04%.  General and  administrative  expenses were approximately
$1,034,000  for the year ended  December 31, 1996  compared to $667,000 for year
ended December 31, 1995. Silver Screen II incurred $412,000 in expenses relating
to the termination of the partnership which were offset by a decrease of $45,000
associated with the sale of Silver Screen II's interest in the Joint Venture.

     On September 30, 1996, the Partnership received an assessment from New York
City regarding  unincorporated  business tax covering all periods from inception
through December 31, 1995 of $420,300 (including  interest).  This liability was
paid on the date of assessment. The Unincorporated Business Tax Expense reflects
the  excess  of  this  payment  over  an  amount  previously  established  as  a
contingency reserve plus a provision for 1996.


                                       10
<PAGE>


Year Ended December 31, 1995 Compared to Year Ended December 31, 1994
---------------------------------------------------------------------

     Net  income  for  the  year  ended  December  31,  1995  was  approximately
$4,828,000,  compared  to net income of  approximately  $3,169,000  for the year
ended  December 31, 1994.  Income for the year ended December 31, 1995 consisted
of income from the Joint  Venture of  approximately  $5,333,000,  an increase of
approximately  $1,809,000  from the prior annual  period.  This increase was the
result of U.S.  and foreign  home video  sales of "The Great  Mouse  Detective".
Additional  revenue was generated by "Stakeout",  "The Color of Money" and "Down
and Out in Beverly Hills".

     Interest  income  generated by temporary  investments  of revenues  pending
distribution to partners for the year ended December 31, 1995 was  approximately
$162,000,  a $43,000 increase from the prior annual period.  The increase in the
weighted  average  daily  interest  rate from 4.25% in 1994 to 5.81% in 1995 was
responsible for the increase.  General and administrative  expenses for the year
ended December 31, 1995 were approximately $667,000 compared to $473,000 for the
prior annual period.  The increase was  attributable to expenses  related to the
reporting to partners of $20,000 and to costs  associated with  preparations for
negotiation  of the sale of the  Partnership's  interest  in the Joint  Venture,
which  amounted to  approximately  $215,000,  which was offset by a reduction of
approximately $42,000 in payroll related expenses.  Costs related to the sale of
the partnership's  interest in the Joint Venture which are considered to benefit
each of the  Partnership,  Silver  Screen  Partners  III, L.P. and Silver Screen
Partners IV, L.P.  (collectively and together with the Partnership,  the "Silver
Screen Partnerships"),  have been allocated among the Silver Screen Partnerships
pro rata to the total original limited partner capital  contributions to each of
the Silver Screen Partnerships.

Liquidity and Capital Resources
-------------------------------

     Silver  Screen II no longer has  requirements  for liquidity as it has been
terminated as of December 30, 1996.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See the financial statements referenced in Item 14 of this annual report.


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

     None.



                                       11
<PAGE>


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Silver Screen II was a limited  partnership managed by the Managing General
Partner and had no officers or  directors.  The  Managing  General  Partner also
serves as managing  general partner of Silver Screen  Partners,  L.P. and Silver
Screen  Partners III,  L.P.,  limited  partnerships  formed to finance,  own and
exploit  feature-length  motion pictures  pursuant to a license agreement with a
subsidiary of Home Box Office,  Inc. and pursuant to a joint  venture  agreement
with Disney,  respectively.  The officers and directors of the Managing  General
Partner are also officers and directors of Silver  Screen  Management  Services,
Inc.  ("SSMS"),  which  serves as  managing  general  partner  of Silver  Screen
Partners  IV,  L.P. a limited  partnership  formed to  finance,  own and exploit
feature-length motion pictures pursuant to a joint venture agreement with Disney
since the  organization  of SSMS in 1987.  Neither the Limited  Partners nor any
general partner of Silver Screen II other than the Managing  General Partner has
the  power to  participate  in the  management  of,  have any  control  over the
business of or act for, sign for or bind Silver Screen II.

     Roland W. Betts,  50, is the President,  Treasurer,  a Director,  principal
shareholder and founder of the Managing General  Partner.  Mr. Betts is also the
President,  Treasurer,  a Director and principal  shareholder of SSMS. He is the
Individual  General  Partner of Silver  Screen  Partners,  L.P.,  Silver  Screen
Partners II, L.P.,  Silver Screen  Partners III, L.P. and Silver Screen Partners
IV, L.P.  Mr.  Betts has been  President  and a Director of  International  Film
Investors,  Inc. ("IFI"), which is the Managing General Partner of International
Film Investors,  L.P.,  since 1982 and has been an officer since 1980. Mr. Betts
is also the Individual  General Partner of that  Partnership.  Mr. Betts is also
the lead owner of the Texas Rangers  Baseball Club; and the Chairman and largest
shareholder of the Chelsea Piers  Management,  Inc. which is the general partner
of the Chelsea Piers, L.P., a limited partnership which developed and operates a
major public  recreation and  entertainment  complex at the Chelsea Piers in New
York City.  Prior to joining IFI in 1980,  Mr. Betts was engaged in the practice
of law as an attorney in the  Entertainment  Department of the law firm of Paul,
Weiss, Rifkind, Wharton & Garrison in New York.

     In addition to Mr.  Betts,  the  executive  officers  and  directors of the
Managing General Partner are as follows:



                                       12
<PAGE>



   Name                                     Positions Held
   ----                                     --------------

Paul Bagley                            Chairman of the Board, Director
Tom A. Bernstein                       Executive Vice President,
                                         Secretary, Director
John A. Tommasini                      Director
William Turchyn, Jr.                   Director

     Paul Bagley,  54, is the founding partner of Stone Pine Capital LLC (1994),
and is Chairman  of FCM  Fiduciary  Capital  Managers,  LLC (1989 to date),  the
advisor to mezzanine and private equity funds.  For more than twenty years prior
to 1988, Mr. Bagley was engaged in investment  banking  activities with Shearson
Lehman Hutton Inc. and its  predecessor,  E.F.  Hutton & Company Inc. Mr. Bagley
serves as Chairman of the Board of Directors of Silver Screen  Management,  Inc.
and  International  Film  Investors,  Inc.,  which manage film  portfolios  with
aggregate assets of $1.0 billion. Mr.Bagley has served on the boards of a number
of public and private companies.  Currently he is on the boards of America First
Financial Fund,  Fiduciary  Capital,  EurekaBank,  Hollis-Eden  Pharmaceuticals,
Lithium  Technology,  Consolidated  Capital,  Logan  Machinery Corp. and Pacific
Consumer  Funding.  Mr. Bagley  graduated  from the  University of California at
Berkeley in 1965 with a B.S. in Business and Economics and from Harvard Business
School in 1968 with an M.B.A. in Finance.

     Tom A.  Bernstein,  44, has been  Executive  Vice President of the Managing
General  Partner  since  June 1983 and  Secretary,  a Director  and a  principal
shareholder  since  March  1985.  He has also  been  Executive  Vice  President,
Secretary,   a  Director  and  a  principal   shareholder   of  SSMS  since  its
organization.  Mr.  Bernstein is also  President  and Treasurer of Chelsea Piers
Management,  Inc.  which is the general  partner of Chelsea  Piers,  L.P.; and a
limited  partner of the Texas Rangers  Baseball  Club.  Prior to June 1983,  Mr.
Bernstein was engaged in the practice of law as an attorney in the Entertainment
Department of the law firm of Paul,  Weiss,  Rifkind,  Wharton & Garrison in New
York.

     John A. Tommasini,  52, the President of Laidlaw Equities, Inc., has been a
Director of the Managing General Partner since 1985 and a Director of SSMS since
its  organization.  He was Senior Vice President of Shearson  Lehman Hutton from
January 1988 until March 30, 1990. He was associated  with E.F. Hutton & Company
from 1972 until 1988 and served as First Vice  President  from  January  1985 to
January  1988.  He is  also an  Officer  and a  Director  of  American  National
Security, Inc.

     William  Turchyn,  Jr.,  51, has been a Director  of the  Managing  General
Partner and SSMS since their  respective  organizations.  He was Executive  Vice
President of Shearson from January 1988 until April 1989. He was associated with
E.F. Hutton & Company, Inc. from 1970 until 1988, was named First Vice President
in 1982 and served as Senior Vice  President  from 1983 until January 1988.  Mr.
Turchyn is presently  Senior  Managing  Director of the Private  Client Group at
Furman Selz Capital Management.


                                       13
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION.

     The  following  table sets forth the fees,  income,  distributions  and the
amounts payable to the General Partners of Silver Screen II and their affiliates
in connection  with the  management of Silver Screen II. The executive  officers
and directors of the Managing General Partner serve without direct  compensation
from Silver Screen II. Except as set forth below, the General Partners and their
affiliates  will  receive no  remuneration  of any type  whatsoever  from Silver
Screen II in connection with the administration of Silver Screen II's affairs.

                            CASH COMPENSATION TABLE1

--------------------------------------------------------------------------------
     (A)                      (B)                             (C)
--------------------------------------------------------------------------------

Name of Entity        Capacities in which        Cash compensation
                        served

Silver Screen          Managing General          Overhead fee calculated as four
  Management, Inc.      Partner                  percent  of the  Budgeted  Film
                                                 Cost  (excluding  overhead)  of
                                                 each   Joint    Venture   Film.
                                                 Pursuant  to  the   Partnership
                                                 Agreement, the overhead fee was
                                                 paid  in  full  on  January  2,
                                                 1990.  In  addition,  until the
                                                 holders of Units  received cash
                                                 distributions   sufficient   to
                                                 reduce their  Adjusted  Capital
                                                 Contributions   to  zero,   the
                                                 Managing  General  Partner  was
                                                 allocated  0.9% of the profits,
                                                 losses  and  Disbursable  Cash;
                                                 from  that  time   forward  the
                                                 Managing  General  Partner  has
                                                 received  14.9% of such  items.
                                                 During,   1996  $7,062,884  was
                                                 distributed   from  Disbursable
                                                 Cash  to the  Managing  General
                                                 Partner.




----------------
1  See definitions below.


                                       14
<PAGE>


Roland W. Betts        Individual General        Mr.  Betts  was  allocated 0.1%
                         Partner                 of  the   profits,  losses  and
                                                 Disbursable   Cash.  Mr.  Betts
                                                 received  $47,402  therefrom in
                                                 1996.


                  Definitions Used in Cash Compensation Table
                  -------------------------------------------

Initial Capital
Contribution .......... $500 per Unit

Adjusted Capital
Contribution .......... With   respect  to  each  Unit,   the  Initial   Capital
                        Contribution reduced by all cash distributions  thereon,
                        and  increased,  at the beginning of each calendar year,
                        by an amount  equal to 10% per annum of the  balance  of
                        the  outstanding  Initial  Capital  Contribution  as  so
                        adjusted  from time to time during the  preceding  year.
                        The Adjusted Capital  Contribution may not, however,  be
                        less than zero.  Adjusted Capital  contributions  differ
                        from the Limited  Partners' capital accounts for tax and
                        accounting purposes.

Disbursable Cash ...... Receipts from  operations,  after deducting cash used to
                        pay operating expenses (including expenses  reimbursable
                        to the Managing  General  Partner),  debt  service,  and
                        amounts  used  for  the  creation  or   restoration   of
                        reserves,  but without  deduction  for  depreciation  or
                        amortization   of  film   investments.   Receipts   from
                        operations include all items of income, whether ordinary
                        or extraordinary.

Budgeted Film Cost .... The estimated  cost of a Joint  Venture Film,  including
                        contingency  reserves of 7-1/2% and overhead of 17-1/2%.
                        The   Budgeted   Film  Cost  also   includes  all  fixed
                        deferments, bonuses and participations in gross receipts
                        payable  before  the  Joint  Venture  has  recouped  its
                        investment in that Joint Venture Film,  fixed deferments
                        and bonuses  payable prior to the payment of net profits
                        or out of first net profits.


                                       15
<PAGE>


     The  Partnership  Agreement  provided  that all Silver  Screen II expenses,
including,  among other things, legal, auditing and accounting expenses, and the
expenses of preparing and distributing reports to the Limited Partners,  will be
billed to and paid by Silver Screen II. Subject to restrictions contained in the
Partnership  Agreement,  the Managing  General  Partner has been  reimbursed for
certain  administrative  services. In addition, the Managing General Partner has
been  reimbursed for expenses  incurred in connection  with the  organization of
Silver Screen II and the public offering of the Units.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     No officer or Director of the Managing  General Partner  beneficially  owns
any equity securities of Silver Screen II. To the knowledge of Silver Screen II,
no unitholder beneficially owns more than 5% of the Units of Silver Screen II.

     Roland W. Betts and Tom A. Bernstein are  controlling  shareholders  of the
Managing  General  Partner.   2,000,000  shares  of  the  3,750,000  issued  and
outstanding  shares of Common Stock of the Managing General Partner are owned by
Roland  W.  Betts  and  1,250,000  shares  are  owned  by Tom A.  Bernstein.  An
additional 500,000 shares have been issued to International Film Investors, L.P.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     See Items 10, 11 and 12 hereof.


                                       16
<PAGE>


                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
          AND REPORTS ON FORM 8-K.

     (a)1. Financial Statements

     The following  financial  statements of Silver Screen  Partners II, L.P. (a
Limited Partnership) are included pursuant to Item 8 hereof:

                                                                  Page
                                                                  ----

         Independent auditors' reports .........................   F-1

         Balance sheets as of December 31, 1996 and
                  1995 .........................................   F-2

         Statement of operations for the years ended
                  December 31, 1996, 1995 and 1994 ..............  F-3

         Statement of partners' equity for the years
                  ended December 31, 1996, 1995 and 1994.........  F-4

         Statement of cash flows for the years ended
                  December 31, 1996, 1995 and 1994 ..............  F-5

         Notes to Financial Statements...........................  F6-10

     (a)2. Financial Statement Schedules

     No schedules  are listed  because they are not  applicable  or the required
information is shown in the financial statements or notes thereto.

         (a)3.    Exhibits

            4     Certificate and Agreement of Limited
                  Partnership2



------------------------
2        Incorporated by reference to Silver Screen II's
         Registration Statement on Form S-1, Registration No.
         2-96230.



                                       17
<PAGE>



          10(a)     Joint  Venture  Agreement  dated as of April 29, 1985 by and
                    between Silver Screen II and Walt Disney Productions.3

          10(b)     Loan  Agreement  dated as of April 29,  1985 by and  between
                    Silver Screen II and Walt Disney Productions.4

          10(c)     Distribution  Agreement  dated as of April  29,  1985 by and
                    between  Disney -- Silver  Screen  II Joint  Venture  and BV
                    Distribution Co., Inc.5

          10(d)     Completed Pictures Distribution  Agreement dated as of April
                    29,  1985  and  between  Walt  Disney   Productions  and  BV
                    Distribution Co., Inc.6

          10(e)     Letter  Agreement  dated  September  11, 1995 by and between
                    Silver Screen II and the Walt Disney Company.7

          99.1      Certificate of Cancellation of Silver Screen II, L.P.8

          99.2      Form 15 -- Certificate and Notification  of   Termination of
                    Registration under Section 12(g) filed  on January 8, 1997.9


     (b) Reports on Form 8-K

     On  January  8, 1997 a report  on Form 8-K was  filed by  Silver  Screen II
reflecting the termination  the legal existence of the Partnership  effective as
of December 30, 1996.


-----------------------------
3        Incorporated by reference to exhibits filed with Silver
         Screen II's Registration Statement on Form S-1, Registration
         No. 2-98033.

4        See footnote three.

5        See footnote three.

6        See footnote three.

7        Incorporated by reference as exhibit 10 filed with Form 10-Q, quarterly
         report dated September 30, 1995.

8        Incorporated  by reference to Silver Screen II's Current Report on Form
         8-K dated January 8, 1997.

9        Incorporated  by reference   to   Silver     Screen    Form  15   dated
         January 8, 1997.


                                       18
<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.

                                            SILVER SCREEN PARTNERS II, L.P. 
                                            (a Delaware Limited Partnership 
                                             terminated on December 30, 1996)


                                            By    SILVER SCREEN MANAGEMENT, INC.
                                                  Managing General Partner

Dated:  March 25, 1997                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  President/Treasurer


     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.

Dated:  March 25, 1997                       By   
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  General Partner

                                              SILVER SCREEN MANAGEMENT, INC.
                                              Managing General Partner

Dated:  March 25, 1997                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  President/Treasurer
                                                  Silver Screen Management, Inc

                                       
Dated:  March 25, 1997                       By  /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 Paul Bagley
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated:  March 25, 1997                       By  /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 Tom A. Bernstein
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated: March 25, 1997                       By   /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 John A. Tommasini
                                                 Director,
                                                 Silver Screen Management, Inc.




                                       19
<PAGE>



Dated: March 25, 1997                       By   /s/ Roland W. Betts           *
                                                 ------------------------------
                                                 William Turchyn, Jr.
                                                 Director,
                                                 Silver Screen Management, Inc.

----------
* By Roland W. Betts, Attorney-in-Fact





                                       20
<PAGE>