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 0-11949

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

Delaware                            13-3163899
-------------------------------     --------------------
(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,  L.P.  ("Silver Screen") was organized in June 1983
to provide full financing for, own and exploit feature-length  theatrical motion
pictures.  A public  offering  of units of  limited  partnership  interests  was
completed in June 1983,  which raised $82.8  million.  After payment of offering
costs and fees,  approximately $74 million was available for investment in films
(the "Partnership Contribution").

     Silver Screen  financed  seven films,  all of which have been completed and
released in most media.  As of December  31,  1996,  total  budgets  amounted to
approximately  $73,800,000,  of which all has been  expended.  Accordingly,  the
Partnership  Contribution  has been fully  committed  and Silver Screen will not
finance or purchase any additional motion pictures.

     The seven Silver Screen films (the "Films") are:  "Flashpoint," released on
August 31, 1984;  "Heaven Help Us," released on February 8, 1985;  "Volunteers,"
released on August 16, 1985;  "Sweet Dreams," released on October 2, 1985; "Head
Office,"  released on January 3, 1986;  "The Hitcher,"  released on February 21,
1986; and "Odd Jobs," released on March 7, 1986.

     The business of Silver Screen is managed by Silver Screen Management, Inc.,
a  Delaware  corporation  which is a  general  partner  of  Silver  Screen  (the
"Managing  General  Partner").  The Managing General Partner  supervises  Silver
Screen's  investment  in  each  film,  monitors  the  flow  of  revenues  and is
responsible for the preparation of reports and tax information to be provided to
the Limited Partners.

HBO License Agreement
---------------------

     Silver Screen pre-licensed certain television rights in all of its films to
HBO Pictures,  Inc. ("HBO"), a wholly-owned subsidiary of Home Box Office, Inc.,
which in turn is a  wholly-owned  subsidiary  of Time Warner  Inc.,  for a price
determined  by a formula  designed to assure  Silver Screen a return of not less
than 100% of its investment in each completed film, on a film-by-film basis. The
License  Agreement (the "License  Agreement") dated as of April 29, 1983 between
Silver Screen and HBO granted to HBO (i) all U.S. pay and syndicated  television
rights,  (ii) all Canadian pay, network and syndicated  television  rights,  and
(iii)  worldwide  English  language  pay  television  rights,  including  cable,
satellite  and  microwave  rights.  Silver  Screen has retained  U.S.  broadcast
network  rights,  subject  to the  right of HBO to  receive  25% of the  network
license fee and under  certain  circumstances  to acquire the  ownership of such
rights. Such network rights have not been licensed. The Managing General Partner
does not believe that there is a market for these rights.

     The  license  fee  payable  by HBO to Silver  Screen is equal to 50% of the
("Film Cost") of each film, as defined in the License Agreement. Pursuant to the
License Agreement, if Silver Screen's revenues from a particular film, excluding
the  license  fee,  do not equal or exceed  50% of the Film  Cost,  HBO will pay
Silver Screen a Revenue  Shortfall Payment equal to the amount by which the Film
Cost exceeds the aggregate of the license fee,  performance  bonus  payments and
other  revenues  received  by Silver  Screen in respect  of such film.  Home Box
Office,  Inc. has guaranteed the payment obligations of its subsidiary to Silver
Screen under the License Agreement. All license fees have been received.

Other Distribution
------------------

     The  Managing  General  Partner  oversees  and  directs the  marketing  and
distribution  of those  rights in Silver  Screen films not licensed to HBO under
the License  Agreement.  Silver  Screen has  entered  into two  agreements  with
respect to the theatrical  distribution  of motion pictures in the United States
and overseas.

     Silver  Screen's  theatrical  film  distribution  agreement  with  Tri-Star
Pictures  ("Tri-Star")  provided for the license by Silver Screen to Tri-Star of
the right to distribute Silver Screen's films theatrically and  non-theatrically
in the  United  States and  Canada.  All of Silver  Screen's  films have been so
released and all revenues  anticipated  from Tri-Star's  distribution  agreement
have been received.

     Silver  Screen has also entered  into a film  distribution  agreement  with
THORN EMI Screen  Entertainment  Ltd. The distribution  rights were subsequently
purchased  by  unaffiliated  distributors.  The  agreement  provided for certain
minimum  guarantees  to be paid to Silver  Screen  within three months after the
first foreign  release of each film,  all of which have been paid.  All revenues
anticipated from THORN EMI Screen  Entertainment  Ltd.'s distribution  agreement
have been received.

     Silver  Screen has also  entered  into an  agreement  with HBO Video,  Inc.
("HBOV"), a wholly-owned  subsidiary of Home Box Office, Inc., pursuant to which
HBOV has  manufactured  and  distributed  home video  software of all the Silver
Screen  films in the United  States and Canada.  The  agreement  provided  for a
minimum guarantee (calculated as a percentage of the final film cost) to be paid
to Silver  Screen with  respect to each film,  all of which have been paid.  The
guarantee is a non-refundable advance against a royalty for each film calculated
on the basis of the gross revenues received by HBOV in respect of such film. All
revenues anticipated to be received from HBOV have been received.



                                       2
<PAGE>


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

     Silver  Screen is in  competition  with other  institutions  which  provide
financing  for films,  some of which have  substantially  greater  financial and
personnel  resources than the Managing General Partner and Silver Screen.  These
institutions  include the major film studios and television  networks.  There is
also intense  competition  within the industry for exhibition  time at theaters.
Competition for distribution in other media is as intense as the competition for
theatrical distribution.

Employees
---------

     Silver Screen has no employees.  Silver Screen is administered by the staff
of the Managing General Partner.


ITEM 2.  PROPERTIES.

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


ITEM 3.  LEGAL PROCEEDINGS.

     Silver Screen was contesting an Unincorporated  Business Tax obligation for
Silver  Screen's  fiscal years 1983 to 1986  asserted by the City of New York in
the  principal  amount  of  approximately  $676,000  plus  accrued  interest.  A
settlement  was reached and Silver  Screen paid  $106,600 on September 30, 1996.
(See Note 4 to Financial Statements and Liquidity and Capital Resources).

     Other than as set forth above,  Silver Screen 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 quarter
ended December 31, 1996.


                                       3
<PAGE>


                                     PART II

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

     As of  February  14,  1997,  there were 12,982  Limited  Partners of record
holding an aggregate of 165,639 limited  partnership units of Silver Screen (the
"Units"). The Units are not traded securities in any established trading market.

     The  Certificate  and Agreement of Limited  Partnership of the  Partnership
(the "Certificate") provides for quarterly distributions to Limited Partners out
of  receipts  from  operations,   net  of  certain  expenses  and  reserves.  No
distributions  were  made to the  Limited  Partners  in 1996  and  1995  because
revenues generated were insufficient to warrant a distribution.



                                       4
<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA.
<TABLE>
<CAPTION>
                                              Year Ended        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:
Film Revenues ..........................       $     7,632       $     7,534        $    16,681        $   188,388       $    73,931
Interest income ........................           165,717           181,544            132,803            101,626           130,944
                                               -----------       -----------        -----------        -----------       -----------
                                                   173,349           189,078            149,484            290,014           204,875
COSTS AND EXPENSES:
General and
  administrative expenses ..............           133,067           145,536            182,559            175,970           191,164
                                               -----------       -----------        -----------        -----------       -----------
Income (loss)
 before tax ............................            40,282            43,542            (33,075)           114,044            13,711
Unincorporated business
 tax benefit (tax) .....................           839,400          (746,000)              --                 --                --  
                                               -----------       -----------        -----------        -----------       -----------
Net income (loss) ......................       $   879,682       ($  702,458)       ($   33,075)       $   114,044       $    13,711
                                               ===========       ===========        ===========        ===========       ===========

Net income (loss)
 per $500 limited
 partnership unit
 (based on 165,639 .....................           
 Units outstanding) ....................       $      5.26       ($     4.20)       ($     0.20)       $      0.68       $      0.08
                                               ===========       ===========        ===========        ===========       ===========
Cash distribution
 per $500 limited
 partnership unit ......................       $      0.00       $      0.00        $      0.00        $      0.00       $     11.50
                                               ===========       ===========        ===========        ===========       ===========



Total assets ...........................       $ 3,020,050       $ 3,122,546        $ 3,077,147        $ 3,149,860       $ 3,006,650
                                               ===========       ===========        ===========        ===========       ===========
                                         
</TABLE>

                        See notes to financial statements


                                       5
<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
for the years ended 1996, 1995 and 1994.

     Silver Screen is a partnership and therefore  generally not subject to U.S.
federal taxes.  No provision has been made for federal income taxes with respect
to Silver  Screen's  income since income or loss of Silver Screen 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  $880,000
compared to net loss of  approximately  $702,000 for the year ended December 31,
1995.  Revenues for the year ended  December 31, 1996 consisted of film revenues
of approximately  $8,000 compared to the same amount for the year ended December
31, 1995. Film revenues continue to be infrequent and unpredictable.

     Interest income generated by liquid investments for the year ended December
31, 1996 was  approximately  $166,000  compared  to $182,000  for the year ended
December 31, 1995.  Interest  income  decreased  by  approximately  $16,000 as a
result of lower interest rates in 1996 and a slight  decrease of funds available
for investment.  Interest rates for 1996 ranged from 5.12% to 5.79%, while those
for 1995  ranged  from  5.67% to  6.04%.  General  and  administrative  expenses
decreased  by  approximately   $13,000.   This  decrease  primarily  is  due  to
approximately  $12,000 of legal  expenses  incurred in  connection  with the tax
dispute  (see Note 4 to the  financial  statements).

     Net income for 1996 resulted primarily due to the reversal of the excess of
a previously established  contingency reserve for unincorporated  business taxes
of  $946,000.   Upon  the  settlement  of  the  claims  of  New  York  City  for
unincorporated  business  tax for  $106,600,  the  balance of this  reserve  was
reversed resulting in net income of approximately $880,000 in 1996.

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

     Net loss for the year ended  December 31, 1995 was  approximately  $702,000
compared to net loss of  approximately  $33,000 for the year ended  December 31,
1994.  Revenues for the year ended  December 31, 1995 consisted of film revenues
of  approximately  $8,000  compared to $17,000 for the year ended  December  31,
1994. Film revenues continue to be infrequent and unpredictable.


                                       6
<PAGE>


     Interest income generated by liquid investments for the year ended December
31, 1995 was approximately  $182,000 compared to $133,000 in interest income for
the prior year. Interest income increased  approximately  $49,000 as a result of
higher  interest  rates in 1995.  Interest  rates for 1995  ranged from 5.67% to
6.04%,   while  those  for  1994  ranged  from  3.07%  to  5.75%.   General  and
administrative  expenses  decreased  approximately  $37,000  from  1994 to 1995,
consisting  primarily of a reduction of $16,000 in costs related to reporting to
the limited partners and of approximately $20,000 of payroll related expenses.

     During 1995 the Partnership  added $746,000 to the  contingency,  a reserve
for  unincorporated  business  tax,  resulting  in a net  loss  after  taxes  of
approximately $702,000.

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

     As of December 31, 1996, the General  Partners'  capital account reflects a
deficit  of  $719,930.  In view of  Silver  Screen's  limited  requirements  for
liquidity,  short and long term  evaluations  do not  anticipate  any  effect of
current capital account balances on Silver Screen's cash flow.

     Inasmuch as the funding  obligations  of Silver  Screen with respect to the
financing of the Films have been fully complied with or reserved against, Silver
Screen has no  significant  commitments  for capital  expenditures  and does not
intend to enter into any such commitments.  Receipts from liquid investments and
the  licensing of the Films,  less  reserves  established  as  determined by the
Managing General Partner, are the sources of liquidity for Silver Screen. Silver
Screen has no material requirements for liquidity. 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.


                                       7
<PAGE>


     By the end of 1993, the U.S. home video rights to the  Partnership's  films
reverted back to the  Partnership.  The Partnership  plans to sell these rights,
along  with any other  residual  rights to the  Films,  and  distribute  any net
revenues received from such sale to the investors.  However,  Silver Screen does
not expect these revenues to be significant.  Negotiations regarding the sale of
the U.S.  home  video and  ancillary  rights  to the  Films  were not able to be
concluded in 1996,  and Management  currently  hopes to finalize the sale within
the  first  half of  1997.  In order  to  conclude  this  sale,  any  contingent
liabilities  that  Silver  Screen may have in respect  of  residual  obligations
relating to the Films must be settled or assumed by the buyer of Silver Screen's
rights.  It is  impossible  to  predict  the  extent  to which  Silver  Screen's
remaining   assets  will  be  required  to  be  dedicated  to  these  contingent
liabilities.  To the extent that Silver Screen has assets  remaining  after such
settlement or  assumption,  such assets will be  distributed  to the partners of
Silver Screen in accordance with the Silver Screen partnership agreement.

     Silver Screen has received all payments from HBO and has recovered at least
its full  investment in each of its seven Films.  All Film  revenues  (including
license  fees) are  substantially  earned.  Silver Screen  currently  expects to
dissolve by the end of 1997 upon final  disposition of the remaining  assets and
distribution of cash to the partners.


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.


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Silver  Screen is a limited  partnership  managed by the  Managing  General
Partner and has no officers or  directors.  The  Managing  General  Partner also
serves as managing general partner of Silver Screen Partners II, L.P. and Silver
Screen  Partners III,  L.P.,  limited  partnerships  formed to finance,  own and
exploit feature-length motion pictures pursuant to joint venture agreements with
Walt Disney Productions  ("Disney").  The officers and directors of the Managing


                                       8
<PAGE>


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 shortly after the organization of SSMS in 1987.  Neither the Limited
Partners  nor any  general  partner of Silver  Screen  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.

     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 largest shareholder of the Texas Rangers Baseball Club; and the Chairman and
largest  shareholder  of Chelsea  Piers  Management,  Inc.  which is the General
Partner of Chelsea  Piers,  L.P.,  a limited  partnership  formed to develop and
operate 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:

         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.


                                       9
<PAGE>


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.


ITEM 11.  EXECUTIVE COMPENSATION.

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


                                       10
<PAGE>


                            CASH COMPENSATION TABLE(1)


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

Name of Entity        Capacities in which        Cash compensation
                        served                   

Silver Screen          Managing General          Overhead fee calculated at four
  Management, Inc.      Partner                  percent  of the  Budgeted  Film
                                                 Cost of each Film.  Pursuant to
                                                 the Partnership Agreement,  the
                                                 overhead  fee was  paid in full
                                                 on   January   4,   1988.    In
                                                 addition,  until the holders of
                                                 Units   have    received   cash
                                                 distributions   sufficient   to
                                                 reduce their  Adjusted  Capital
                                                 Contributions   to  zero,   the
                                                 Managing  General  Partner will
                                                 be   allocated   0.9%   of  the
                                                 profits, losses and Disbursable
                                                 Cash; thereafter,  the Managing
                                                 General  Partner  will  receive
                                                 14.9%  of  such  items.  During
                                                 1996,  no cash was  distributed
                                                 from  Disbursable  Cash  to The
                                                 Managing General Partner.

Roland W. Betts        Individual General        Mr. Betts  is allocated  0.1 of
                        Partner                  of  the  profits,   losses  and
                                                 Disbursable   Cash.  Mr.  Betts
                                                 received no cash  therefrom  in
                                                 1996.


--------------------------------
(1)   See definitions below.


                                       11
<PAGE>


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 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,  including
                        sale  of  Copyright  Proceeds,  but  excluding
                        Production  Co-Financing  Proceeds (as defined
                        below) used to pay production  costs of films.


Production Co-Financing
Proceeds..............  Proceeds  from the sale of an equity  interest
                        in a  film  to  a  third-party  investor,  not
                        including the sale of the copyright.

Sale of Copyright
Proceeds .............. Proceeds  from the sale of the  copyright to a
                        third-party investor.

Budgeted Film Cost..... The  estimated  cost  of  a  film,   including
                        contingency reserves and completion bond fees.
                        For the purpose of calculating compensation, a
                        20% reserve  will be assumed;  this amount may
                        differ from contingency  reserves permitted in
                        production contracts.



                                  12
<PAGE>


     The  Partnership  Agreement  provides  that  all  Silver  Screen  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.  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 and the public offering of the Units.


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

     Neither of the General Partners own any Units. J. Paul Bagley, of 142 Hodge
Road, Princeton,  New Jersey, 09540, Chairman of the Board and a Director of the
Managing General Partner, beneficially owns 100 Units. Other than Mr. Bagley, no
officer or Director of the Managing General Partner beneficially owns any equity
securities of Silver Screen.  To the knowledge of Silver  Screen,  no unitholder
beneficially owns more than 5% of the Units of Silver Screen.

     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.



                                       13
<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,  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 .....................   F6-8


         (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.


                               14
<PAGE>


         (a)3. Exhibits
         --------------

         4        Certificate and Agreement of Limited Partnership(1)

         10(a)    License  Agreement  dated as of April 19,  1983
                  between  Silver Screen and HBO Film  Licensing,
                  Inc.(2)


         10(b)    Memorandum of Agreement  dated November 2, 1983
                  by  and  between  Silver  Screen  and  Tri-Star
                  Pictures.(3)

         10(c)    Memorandum of Agreement  dated November 2, 1983
                  by and  between  Silver  Screen  and  Thorn EMI
                  Films Ltd.(4)

         (b) Reports on Form 8-K
         -----------------------

     No  reports on Form 8-K have been  filed by Silver  Screen  during the last
quarter of the period covered by this annual report.

















-------------------------------
(1)      Incorporated  by reference to exhibits filed with Silver
         Screen's    Registration    Statement   on   Form   S-1,
         Registration No. 2-81740.

(2)      See footnote one.

(3)      Incorporated  by reference to exhibits filed with Silver
         Screen's  Annual Report on Form 10-K for the fiscal year
         ended December 31, 1983, File No. 0-11949.

(4)      See footnote three.


                               15
<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, L.P. 
                                            (a Delaware Limited Partnership)


                                            By    SILVER SCREEN MANAGEMENT, INC.
                                                  Managing General Partner

Dated:  March 27, 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 27, 1997                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  General Partner


                                              SILVER SCREEN MANAGEMENT, INC.
                                              Managing General Partner

Dated:  March 27, 1997                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  President/Treasurer
                                                  Silver Screen Management, Inc.

Dated:  March 27, 1997                       By  /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 Paul Bagley
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated:  March 27, 1997                       By  /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 Tom A. Bernstein
                                                 Director,
                                                 Silver Screen Management, Inc.


                                       16
<PAGE>


Dated: March 27, 1997                       By   /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 John A. Tommasini
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated: March 27, 1997                       By   /s/ Roland W. Betts           *
                                                 ------------------------------
                                                 William Turchyn, Jr.
                                                 Director,
                                                 Silver Screen Management, Inc.




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



                                       17
<PAGE>