Silver Screen Partners
                                  Annual Report

                                 .....1995.....


                                      F-1
<PAGE>


To Our Limited Partners

--------------------------------------------------------------------------------

     Silver  Screen  Partners has received all payments from Home Box Office and
has  recovered  at  least  its  full  investment  in  each of its  seven  films.
Cumulative Partnership distributions total $88 million.


     Two issues must be resolved before the Partnership can dissolve.  First, we
plan to sell the U.S.  home video  rights and any other  residual  rights to our
films.  However,  we do not expect these revenues to be  significant.  Until the
rights are sold, it is unlikely that the films will generate additional revenue;
therefore,  no cash  distributions  are planned.  Second,  the New York City tax
issue,  discussed in Note 4 to the financial  statements,  must be resolved.  We
will continue to operate Silver Screen  Partners until these issues are settled.
We will keep you informed of any updates regarding these matters.


     Tax  information  for preparing your 1995 income tax returns will be mailed
under  separate  cover by March  15. In the  meantime,  our  Investor  Relations
Department is available to assist you with any questions you may have.

                                  Sincerely,




                               Roland W. Betts
                                  President

                               January 24, 1996



                                      F-2
<PAGE>


                              FINANCIAL STATEMENTS

                         Report of Independent Auditors


To the Partners
Silver Screen Partners, L.P.

     We have audited the accompanying  balance sheets of Silver Screen Partners,
L.P. (a limited  partnership)  as of December 31, 1995 and 1994, and the related
statements of operations, partners' equity, and cash flows for each of the three
years in the period ended December 31, 1995. 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 audit 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 Silver Screen Partners, L.P.
(a limited  partnership)  at December 31, 1995 and 1994,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995 in conformity with generally accepted accounting principles.



                                                  Ernst & Young LLP

New York, New York
January 24, 1996



                                      F-3
<PAGE>



                                 BALANCE SHEETS




December 31, 1995 and 1994                                 1995            1994
                                                    -----------     -----------
ASSETS

Current assets:
Cash ...........................................    $    28,031     $    42,974
Temporary investments (at cost, plus accrued
 interest, which approximates
 market) (Note 3) ..............................      3,094,515       3,034,173
                                                    -----------     -----------
                                                    $ 3,122,546     $ 3,077,147
                                                    -----------     -----------

LIABILITIES AND PARTNERS' EQUITY

Current liabilities:

Due to managing general partner ................    $     6,969     $    12,435
                                                    -----------     -----------

Total current liabilities ......................          6,969          12,435
Contingency liability (Note 4) .................        946,000         200,000
Other liabilities ...............................     1,032,723       1,025,400
                                                    -----------     -----------

Total liabilities ..............................      1,985,692       1,237,835
                                                    -----------     -----------

Partners' equity:
General partners ...............................       (728,727)       (721,702)
Limited partners ...............................      1,865,581       2,561,014
                                                    -----------     -----------

Total partners' equity .........................      1,136,854       1,839,312
                                                    -----------     -----------

                                                    $ 3,122,546     $ 3,077,147
                                                    -----------     -----------

                       See notes to financial statements.



                                      F-4
<PAGE>



                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>


Years ended December 31, 1995, 1994 and 1993          1995         1994        1993
                                                 ----------   ----------   ---------

<S>                                              <C>          <C>          <C>      
Revenues:
Film revenues ................................   $   7,534    $  16,681    $ 188,388
Interest income ..............................     181,544      132,803      101,626
                                                 ----------   ----------   ---------

                                                   189,078      149,484      290,014
Costs and expenses:

General and administrative expenses ..........     145,536      182,559      175,970
                                                 ----------   ----------   ---------

Net income (loss) before taxes ...............      43,542      (33,075)     114,044
Unincorporated business tax (Note 4) .........     746,000         --           --
                                                 ----------   ----------   ---------

Net (loss) income ............................   $(702,458)   $ (33,075)   $ 114,044
                                                 ----------   ----------   ---------

Net (loss) income allocated to:
General partners .............................   $  (7,025)   $    (331)   $   1,140
Limited partners .............................    (695,433)     (32,744)     112,904
                                                 ----------   ----------   ---------

                                                 $(702,458)   $ (33,075)   $ 114,044
                                                 ----------   ----------   ---------

Net income (loss) per $500 limited partnership
 unit (based on 165,639 units outstanding) ...   $   (4.20)   $   (0.20)   $    0.68
                                                 ----------   ----------   ---------

Cash distribution per $500 limited partnership   $            $            $
unit .........................................   
                                                 ----------   ----------   ---------

</TABLE>


                       See notes to financial statements.



                                      F-5
<PAGE>



                         STATEMENTS OF PARTNERS' EQUITY



<TABLE>
<CAPTION>



                                                                  General        Limited
Years ended December 31, 1995, 1994 and 1993                      Partners       Partners          Total
                                                               -----------    -----------    -----------

<S>                                    <C>                     <C>            <C>            <C>        
Partners' equity (deficiency), January 1, 1993 .............   $  (722,511)   $ 2,480,854    $ 1,758,343
Net income, 1993 ...........................................         1,140        112,904        114,044
Distributions, 1993 ........................................          --             --             --
                                                               -----------    -----------    -----------

Partners' equity (deficiency), December 31, 1993 ...........      (721,371)     2,593,758      1,872,387
Net loss, 1994 .............................................          (331)       (32,744)       (33,075)
Distributions, 1994 ........................................          --             --             --
                                                               -----------    -----------    -----------

Partners' equity (deficiency), December 31, 1994 ...........      (721,702)     2,561,014      1,839,312
Net loss, 1995 .............................................        (7,025)      (695,433)      (702,458)
Distributions, 1995 ........................................          --             --             --
                                                               -----------    -----------    -----------

Partners' equity (deficiency), December 31, 1995 ...........   $  (728,727)   $ 1,865,581    $ 1,136,854

</TABLE>


                       See notes to financial statements.



                                      F-6
<PAGE>


                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



Years ended December 31, 1995, 1994 and 1993 .....           1995            1994            1993
                                                        ---------       ---------       ---------

<S>                                                     <C>             <C>             <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) ................................      $(702,458)      $ (33,075)      $ 114,044
                                                        ---------       ---------       ---------
Adjustments to reconcile net income to net cash
 provided by operating activities:

Net change in operating assets and liabilities:

Decrease (increase) in accrued interest receivable          9,398         (14,973)            259

(Decrease) increase in due to managing general
 partner .........................................         (5,466)           (572)            462

Increase in contingency liability ................        746,000            --              --

(Decrease) increase in other liabilities .........          7,323         (39,066)         28,704
                                                        ---------       ---------       ---------

Net cash provided by (used in) operating
 activities ......................................         54,797         (87,686)        143,469
                                                        ---------       ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

(Purchases) sales of temporary investments .......        (69,740)        129,057        (141,866)
                                                        ---------       ---------       ---------

Net cash (used in) provided by investing
 activities ......................................        (69,740)        129,057        (141,866)
                                                        ---------       ---------       ---------

Net (decrease) increase in cash ..................        (14,943)         41,371           1,603

Cash, beginning of year ..........................         42,974           1,603            --
                                                        ---------       ---------       ---------

Cash, end of year ................................      $  28,031       $  42,974       $   1,603
                                                        ---------       ---------       ---------
</TABLE>


                       See notes to financial statements.



                                      F-7
<PAGE>



                          NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION

Silver Screen Partners, L.P., ("the Partnership"),  formed on June 8, 1983, is a
Delaware limited  partnership which finances,  owns and exploits  feature-length
theatrical  motion  pictures.  A total of 165,639 units were sold in 1983 for an
aggregate of $82,819,500.

     Silver Screen  Management,  Inc., a Delaware  corporation,  is the managing
general partner ("MGP") of the Partnership and has exclusive  responsibility for
the  management  of the business and the affairs of the  Partnership.  Roland W.
Betts,  the President and a principal  shareholder of the MGP, is the individual
general partner of the Partnership.

     The Partnership Agreement provides that all Partnership profits, losses and
distributable  cash ("Proceeds") are distributed 99% to the limited partners and
1% to the general partners until the Partnership has satisfied certain tests, as
defined.  The Proceeds to the limited  partners are allocated pro rata according
to the capital accounts of the respective limited partners.


2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Income taxes:
-------------

No  provision  has been made for  income  taxes  since the income or loss of the
Partnership  is  required to be  reported  by the  respective  partners on their
income tax returns. 

Accounting for motion picture film investments:
-----------------------------------------------

The Partnership capitalizes all film investment costs.

     Film revenues are recognized  when earned as reported by each  distributor.
The  income  forecast  depreciation  method  was used,  whereby  the costs  were
amortized  based  upon the  revenues  recorded  in  proportion  to  management's
estimate of ultimate revenues to be earned. Substantially all film revenues were
earned prior to December 31, 1991. The film investments aggregated approximately
$73,000,000 and have been fully amortized. 

License fees:
-------------

Generally accepted  accounting  principles require  recognizing license fees, at
their  present  value,  on the dates  the films  were  available  for  broadcast
provided certain conditions of sale have been met.

     The  Partnership  pre-licensed  certain  television  rights  (which  became
available one year after theatrical release) on all of its films to a subsidiary
of Home Box Office, Inc. ("HBO") for a price determined by a formula designed to
assure the  Partnership  a return of 100% of its  investment  in each  completed
film. As part of this  arrangement,  HBO agreed to pay a minimum  license fee of
50% of the  Partnership's  investment in each film without  regard to other film
revenues  earned.  Amounts payable to the Partnership from HBO were payable five
years after the United  States  theatrical  release of each film,  but not later
than August 31, 1991.



                                      F-8
<PAGE>


     The Partnership entered into a theatrical film distribution  agreement with
Tri-Star Pictures  ("Tri-Star").  The agreement,  as amended,  provided that the
Partnership  license to Tri-Star the right to distribute the Partnership's films
theatrically and  non-theatrically in the United States and Canada.  Pursuant to
its license  agreement with Tri-Star,  the  Partnership was assured that certain
minimum  advertising  and  promotion  costs would be expended by Tri-Star in the
marketing of each of the  Partnership's  films. The agreement also provided that
the Partnership  was entitled to an escalating  percentage of the gross proceeds
generated by each picture.

     The Partnership also entered into a film distribution  agreement in foreign
territories with Thorn EMI Screen Entertainment Ltd.

     Essentially all revenues pursuant to these agreements have been received.


3. TEMPORARY INVESTMENTS


Temporary investments consisted of the following:

                                                            1995          1994
                                                       ----------    ----------

Commercial paper                                       $3,094,515    $3,034,173
                                                       ----------    ----------


All commercial paper is rated by Standard & Poor's A1 or A1+.

1995  commercial  paper  matured on January 11, 1996 and had an interest rate of
5.79%.

1994  commercial  paper  matured on January 12, 1995 and had an interest
rate of 5.75%.

4. CONTINGENCY LIABILITY

The  Partnership's  tax  returns  were  audited  by the City of New York and the
Partnership  received  assessments for  unincorporated  business tax of $675,887
covering the period June 8, 1983  (inception)  through  December 31, 1990. It is
anticipated that additional assessments approximating $70,000 will be issued for
the years  subsequent  to December  31,  1990.  All  assessments  are subject to
interest  at a rate  which  has  fluctuated  over the years  from 6% to 12%.  An
additional reserve of $200,000 was included in the contingency  liability on its
balance sheet.

     As a result of a hearing held with the New York City Department of Finance,
a determination  was rendered to the Partnership which upholds the assessment of
$414,801 covering the period June 8, 1983 through December 31, 1985.

     On March 1, 1995, the Partnership, through counsel, denied liability to the
unincorporated  business tax and appealed the determination to the Commissioners
of the Tax Appeals Tribunal, also a New York City administrative body.

     While the Partnership is vigorously contesting the determination, there can
be no assurance that it will prevail in its position. 


--------------------------------------------------------------------------------
                                                                     (unaudited)

VALUE PER UNIT BASED ON ANNUAL APPRAISAL

As of December 31, 1995,  the  appraised  value per unit  approximates  the book
value per unit. The book value per unit is $7.


CASH DISTRIBUTIONS

The Partnership  made no cash  distributions in 1995.  Cumulative  distributions
through December 31, 1995 totalled $534 or 107% per unit.


AVAILABILITY OF FORM 10-K

A copy  of the  Partnership's  Annual  Report  to the SEC on  Form  10-K  may be
obtained  without  charge by  writing  to the  Partnership,  c/o  Silver  Screen
Management, Inc., 936 Broadway, New York, N.Y. 10010.



                                      F-9
<PAGE>



                            SILVER SCREEN MANAGEMENT

                       (c)1996 Silver Screen Management, Inc. Design:  Pentagram

Officers:                                             Directors:

Roland W. Betts                                       Paul Bagley
President and Chief Executive Officer                 New York, New York

Tom A. Bernstein                                      Tom A. Bernstein
Executive Vice President                              New York, New York

Barbara Stubenrauch                                   Roland W. Betts
Senior Vice President                                 New York, New York

Richard S. Kasof                                      John Tommasini
First Vice President                                  New York, New York

Dana Thayer                                           William Turchyn, Jr.
First Vice President                                  New York, New York

Liz A. Brevetti
Vice President

Keith C. Champagne
Vice President

Evelyn Halley
Vice President

Stuart A. Sheinbaum
Director of Investor Relations

Conchetta S. Mayfield
Director of Operations

Paul Rindone
Director of Operations


                                      F-10
<PAGE>



Silver Screen Management, Inc.
936 Broadway
New York, NY 10010


                                  Bulk Rate
                                U. S. Postage
                                     PAID
                                  Permit #9
                                  Boston, MA


                                      F-11
<PAGE>