..............................[Silver Screen logo].............................
                             Silver Screen Partners
                                  Annual Report
                                      1996


                                       18
<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.

     The  negotiations  regarding  the sale of the U.S. home video and ancillary
rights to the films have taken longer to conclude than originally expected,  and
we were unable to dissolve the  Partnership by the end of 1996. We now expect to
finalize the sale within the first half of 1997, and dissolve the Partnership by
the end of 1997. The final distribution will be paid at the time of dissolution.

     Tax  information  for preparing your 1996 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.  Please
note our new telephone number and address listed on the back of this report.


                               Sincerely,


                             /s/ Roland W. Betts
                             --------------------
                               Roland W. Betts
                                  President

                               January 24, 1997








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<PAGE>


                         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, 1996 and 1995, and the related
statements of operations, partners' equity, and cash flows for each of the three
years in the 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 Silver Screen Partners, L.P.
(a limited  partnership)  at December 31, 1996 and 1995,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996 in conformity with generally accepted accounting principles.


                                      /s/ Ernst & Young LLP


New York, New York
January 24, 1997





                                       20
<PAGE>



                      F I N A N C I A L S T A T E M E N T S

                                 BALANCE SHEETS

December 31, 1996 and 1995                                  1996        1995
--------------------------                          -----------     -----------

ASSETS
Current assets:
Cash ...........................................    $    27,424     $    28,031
Temporary investments (at cost, plus accrued
  interest, which approximates market) .........      2,992,626       3,094,515
                                                    -----------     -----------
                                                    $ 3,020,050     $ 3,122,546
                                                    ===========     ===========
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Due to managing general partner ................    $       351     $     6,969
                                                    -----------     -----------
Total current liabilities ......................            351           6,969
Contingency liability ..........................           --           946,000
Other liabilites ...............................      1,003,163       1,032,723
                                                    -----------     -----------
Total liabilities ..............................      1,003,514       1,985,692
                                                    -----------     -----------
Partners' Equity:
General partners ...............................       (719,930)       (728,727)
Limited partners ...............................      2,736,466       1,865,581
                                                    -----------     -----------
Total partners' equity .........................      2,016,536       1,136,854
                                                    -----------     -----------
                                                    $ 3,020,050     $ 3,122,546
                                                    ===========     ===========


                       See notes to financial statements.




                                       21
<PAGE>



                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended December 31, 1996, 1995 and 1994        1996          1995          1994
--------------------------------------------     ---------    ---------    ---------
<S>                                              <C>          <C>          <C>
REVENUES:
Film revenues ................................   $   7,632    $   7,534    $  16,681
Interest income ..............................     165,717      181,544      132,803
                                                 ---------    ---------    ---------
                                                   173,349      189,078      149,484
COSTS AND EXPENSES:
General and administrative ...................    (133,067)    (145,536)    (182,559)
                                                 ---------    ---------    ---------
Income (loss) before income taxes ............      40,282       43,542      (33,075)
Unincorporated business tax benefit, (tax) ...     839,400     (746,000)        --
                                                 ---------    ---------    ---------
Net income (loss) ............................   $ 879,682    $(702,458)   $ (33,075)
                                                 ---------    ---------    ---------
NET INCOME (LOSS) ALLOCATED TO:
General partners .............................   $   8,797    $  (7,025)   $    (331)
Limited partners .............................     870,885     (695,433)     (32,744)
                                                 ---------    ---------    ---------
                                                 $ 879,682    $(702,458)   $ (33,075)
                                                 ---------    ---------    ---------
Net income (loss) per $500 limited partnership
  unit (based on 165,639 units outstanding) ..   $    5.26    $   (4.20)   $   (0.20)
                                                 ---------    ---------    ---------
Cash distribution per $500 limited partnership
  unit .......................................   $    --      $    --      $    --
                                                 ---------    ---------    ---------
</TABLE>

                       See notes to financial statements.





                                       22
<PAGE>



                         STATEMENTS OF PARTNERS' EQUITY
<TABLE>
<CAPTION>
                                                                General        Limited
Years ended December 31, 1996, 1995 and 1994                   Partners       Partners          Total
                                                             ----------    -----------    -----------
<S>                                                          <C>           <C>            <C>
Partners' (deficiency) equity, January 1, 1994 ............  $ (721,371)   $ 2,593,758    $ 1,872,387
Net (loss), 1994 ..........................................        (331)       (32,744)       (33,075)
                                                             ----------    -----------    -----------
Partners' (deficiency) equity, December 31, 1994 ..........    (721,702)     2,561,014      1,839,312
Net (loss), 1995 ..........................................      (7,025)      (695,433)      (702,458)
                                                             ----------    -----------    -----------
Partners' (deficiency) equity, December 31, 1995 ..........    (728,727)     1,865,581      1,136,854
Net income, 1996 ..........................................       8,797        870,885        879,682
                                                             ----------    -----------    -----------
Partners' (deficiency) equity, December 31, 1996 ..........  $ (719,930)   $ 2,736,466    $ 2,016,536
                                                             ----------    -----------    -----------
</TABLE>

                       See notes to financial statements.




                                       23
<PAGE>



                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31, 1996, 1995 and 1994           1996          1995         1994
                                                    ---------    ---------    ---------
<S>                                                 <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ...............................   $ 879,682    $(702,458)   $ (33,075)
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
Net change in operating assets and liabilities:
Decrease (increase) in accrued interest
  receivable ....................................       5,975        9,398      (14,973)
Decrease in due to managing general partner .....      (6,618)      (5,466)        (572)
(Decrease) increase in contingency liability ....    (946,000)     746,000         --
(Decrease) increase in other liabilities ........     (29,559)       7,323      (39,066)
                                                    ---------    ---------    ---------
Net cash (used in) provided by operating
  activities ....................................     (96,520)      54,797      (87,686)
                                                    ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales (purchases) of temporary investments with
  maturities of three months or less, net .......      95,913      (69,740)     129,057
                                                    ---------    ---------    ---------
Net cash provided by (used in) investing
  activities ....................................      95,913      (69,740)     129,057
                                                    ---------    ---------    ---------
Net (decrease) increase in cash .................        (607)     (14,943)      41,371
Cash, beginning of year .........................      28,031       42,974        1,603
                                                    ---------    ---------    ---------
Cash, end of year ...............................   $  27,424    $  28,031    $  42,974
                                                    ---------    ---------    ---------
</TABLE>

                       See notes to financial statements.




                                       24
<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.
The Proceeds to the limited  partners are  allocated  pro rata  according to the
capital accounts of the respective limited partners.

     The  Partnership  expects  to  dissolve  by the  end  of  1997  upon  final
disposition of the remaining assets and distribution of cash to the partners.


2.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

No  provision  has been made for  income  taxes  except for the City of New York
unincorporated  business  tax since the  income  or loss of the  Partnership  is
required to be reported by the  respective  partners on their income tax returns
(see Note 4).

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.



                                       25
<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:

                              1996          1995
                           ----------    ----------
Commercial paper ........  $2,992,627    $3,094,515
                           ----------    ----------


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

1996  commercial  paper  matured on January 16, 1997 and had an interest rate of
5.53%.

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


4.  UNINCORPORATED BUSINESS TAX

The  Partnership's  tax  returns  were  audited  by the City of New York and the
Partnership had received assessments for unincorporated business tax of $675,887
covering the period from June 8, 1983 (inception)  through December 31, 1990. It
was anticipated that additional  assessments,  approximating  $70,000,  would be
issued for the years  subsequent  to December 31,  1990.  All  assessments  were
subject to interest.  Accordingly,  as of December 31, 1995 the  Partnership had
recorded a reserve of $946,000.

     The Partnership  contested  these  assessments and on September 30, 1996, a
final settlement of $106,600  (including  interest) was reached with the City of
New York and paid for all periods through  December 31, 1995. As a result of the
settlement,  the  Partnership  recognized  income  of  $839,400  in 1996,  which
represents  the  difference  between the  settlement  amount of $106,600 and the
contingency liability for unincorporated business tax of $946,000.


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

Value per unit based on annual appraisal
----------------------------------------
As of December 31, 1996,  the  appraised  value per unit  approximates  the book
value per unit. The book value per unit is $12.


Cash distributions
------------------
The Partnership  made no cash  distributions in 1996.  Cumulative  distributions
through December 31, 1996 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., Chelsea Piers-Pier 62, Suite 300, New York, N.Y. 10011.



                                       26
<PAGE>


SILVER SCREEN MANAGEMENT
(c)1997 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






                                       27
<PAGE>



Silver Screen Management, Inc.
Chelsea Piers-Pier 62
Suite 300
New York, NY 10011
(212) 336-6700


                                  Bulk Rate
                                U. S. Postage
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                                  Boston, MA



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