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, 1995

                                       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. [ ]

<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,  1995,  total  budgets  amounted to
approximately  $73,800,000,  of  which  substantially  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.

                                       2
<PAGE>


     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.  Substantially 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.
Substantially  all  revenues  anticipated  to be  received  from  HBOV have been
received.



                                       3
<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 is  currently  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.  (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, 1995.


                                     PART II

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

     As of January  31,  1996,  there were  12,975  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.



                                       4
<PAGE>

     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 1995  and  1994  because
revenues generated were insufficient to warrant a distribution.


                                       5
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

                          Year Ended          Year Ended        Year Ended       Year Ended       Year Ended       Year Ended
                          December 31,        December 31,      December 31,     December 31,     December 31,     December 31,
                              1995                 1994             1993            1992             1991             1990
                          ------------        -------------     ------------     ----------       ----------       -----------
<S>                         <C>               <C>               <C>              <C>              <C>              <C>        
Revenues:
Film .....................  $     7,534       $    16,681       $   188,388      $    73,931      $   284,454      $ 9,470,207
Revenues
Interest .................      181,544           132,803           101,626          130,944          572,877          809,556
income
                            -----------       -----------       -----------      -----------      -----------      -----------
                                189,078           149,484           290,014          204,875          857,331       10,279,763
Costs and
Expenses:
General and
administrative
expenses .................      145,536           182,559           175,970          191,164          204,284          533,568
                            -----------       -----------       -----------      -----------      -----------      -----------
Net income
(loss)
before tax ...............       43,542           (33,075)          114,044           13,711          653,047        9,746,195
Unincorporated
business .................      746,000              --                --               --               --               --
tax
                            -----------       -----------       -----------      -----------      -----------      -----------

Net income ...............  ($  702,458)      ($   33,075)      $   114,044      $    13,711      $   653,047      $ 2,547,955
(loss)
                            ===========       ===========       ===========      ===========      ===========      ===========

Net income
(loss)
per $500
limited
partnership
unit
(based on
                                                                                                                       165,639
Units ....................  ($     4.20)      ($     0.20)      $      0.68      $      0.08      $      3.90      $     15.23
outstanding)
                            ===========       ===========       ===========      ===========      ===========      ===========


Cash
distribution
per $500
limited
partnership ..............  $      0.00       $      0.00       $      0.00      $     11.50      $    131.70      $     66.00
unit
                            ===========       ===========       ===========      ===========      ===========      ===========



Total ....................  $ 3,122,546       $ 3,077,147       $ 3,149,860      $ 3,006,650      $ 5,098,912      $28,326,305
assets                      ===========       ===========       ===========      ===========      ===========      ===========

</TABLE>

                       See notes to financial statements


                                       6
<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 1995, 1994 and 1993.

     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, 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.

     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.

Year Ended December 31, 1994 Compared to Year Ended December 31, 1993
---------------------------------------------------------------------

     Net loss for the year ended  December  31, 1994 was  approximately  $33,000
compared to net income of approximately $114,000 for the year ended December 31,
1993.  Revenues for the year ended  December 31, 1994 consisted of film revenues
of  approximately  $17,000  compared to $188,000 for the year ended December 31,
1993. Film revenues continued to be infrequent and  unpredictable.  The increase
in film revenues in 1993  consisted  primarily of sequel rights to "The Hitcher"
in the amount of $165,000.


                                       7
<PAGE>

     Interest income generated by liquid investments for the year ended December
31, 1994 was  approximately  $133,000  compared  to $102,000  for the year ended
December 31, 1993.  Interest  income  increased  by  approximately  $31,000 as a
result of higher  interest  rates in 1994.  Interest  rates for 1994 ranged from
3.07% to 5.75%,  while those for 1993  ranged  from 3.00% to 3.08%.  General and
administrative  expenses increased by approximately $7,000. This increase is due
to approximately  $20,000 of legal expenses  incurred in connection with the tax
dispute  (see Note 4 to the  financial  statements),  while  the other  expenses
decreased by approximately $13,000 as a whole.

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

     As of December 31, 1995, the General  Partners'  capital account reflects a
deficit  of  $728,727.  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 flows.

     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 in excess of reserves for the
contingency  referred to in Note 4 to the financial  statements  (see  following
paragraphs)   and  the  general  and   administrative   expenses  and  quarterly
distributions to holders of Units of limited partnership interests. Such sources
are considered adequate for such needs.

     Silver Screen  received  assessments  from the New York City  Department of
Finance for  unincorporated  business  tax of $414,801  covering the period from
June 8, 1983  (inception)  through  December 31, 1985 and $261,086  covering the
period  from  January  1,  1986  through  December  31,  1990.  Further,  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% and is
currently  at 9%. An  additional  reserve of $200,000  was set aside in previous
years and is included in the contingency on the balance sheet.

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

     On March 1, 1995 Silver Screen,  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.



                                       8
<PAGE>

     Silver Screen intends to vigorously contest the determination. There can be
no assurance that Silver Screen will prevail in its position.

     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,   and  no  distributions  are
anticipated.

     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.  Unless  the sale of U.S.  home video
rights to the Films generate significant revenues, it is unlikely that the Films
will generate significant revenues and therefore no cash distributions were made
during 1995.

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
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.



                                       9
<PAGE>

     Roland W. Betts,  49, 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,  53, is the President and CEO of Laidlaw Holdings,  Inc. He is
also a founding  principal of Stone Pine Capital,  an  investment  banking group
which owns a controlling  interest in Laidlaw.  For more than twenty years prior
to October 1988, Mr. Bagley was engaged in investment  banking  activities  with
Shearson Lehman Hutton Inc. and its predecessor E.F. Hutton, including Executive
Vice  President,   Director,   Managing  Director,  Head  of  Direct  Investment
Origination  and Manager of Corporate  Finance.  Mr. Bagley  controls  Fiduciary
Capital, a U.S. registered  investment advisor which provides mezzanine debt and
equity capital to corporations. He is also Chairman and CEO of American National
Security,  which  provides  security  services  to  commercial  and  residential
customers.  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 is also a
Director of Logan Machinery  Corporation a manufacturer of all-terrain vehicles,


                                       10
<PAGE>

and  EurekaBank,  a Federal Savings Bank. He is also a director of America First
Financial  Corporation,   listed  on  NASDAQ.  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,  43, 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 the Chelsea Piers, L.P.; and a
limited  partner in 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,  51, the  President of Laidlaw  Equities,  Inc., a NASD
registered  broker dealer,  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.,  50, 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.


                                       11
<PAGE>


                            CASH COMPENSATION TABLE1

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

Name of Entity        Capacities in which        Cash compensation
                        served                   

Silver Screen          Managing General          Overhead fee calculated at 
  Management, Inc.      Partner                  four 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
                                                 1995, 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                   the profits, losses and
                                                 Disbursable Cash. Mr. Betts
                                                 received no cash therefrom in
                                                 1995.





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



                                       12
<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.


                                       13
<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.


                                       14
<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-3

         Balance sheets as of December 31, 1995 and
                  1994 .....................................    F-4

         Statement of operations for the years ended
                  December 31, 1995, 1994 and 1993 .........    F-5

         Statement of partners' equity for the years
                  ended December 31, 1995, 1994 and 1993 ...    F-6

         Statement of cash flows for the years ended
                  December 31, 1995, 1994 and 1993 .........    F-7

         Notes to Financial Statements......................    F-8-9


     (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

         10(a)    License  Agreement  dated as of April 19, 1983 between  Silver
                  Screen and HBO Film Licensing, Inc.3

         10(b)    Memorandum of Agreement dated November 2, 1983 by
                  and between Silver Screen and Tri-Star Pictures.4

         10(c)    Memorandum of Agreement  dated November 2, 1983 by and between
                  Silver Screen and Thorn EMI Films Ltd.5


                                       15
<PAGE>

     (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.






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

3        See footnote two.

4        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.

5        See footnote four.



                                       16
<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 28, 1996                       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 28, 1996                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  General Partner


                                              SILVER SCREEN MANAGEMENT, INC.
                                              Managing General Partner

Dated:  March 28, 1996                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  President/Treasurer


Dated:  March 38, 1996                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  General Partner


Dated:  March 28, 1996                       By  /s/ Paul Bagley               *
                                                 -------------------------------
                                                 Paul Bagley
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated:  March 28, 1996                       By  /s/ Tom A. Bernstein          *
                                                 -------------------------------
                                                 Tom A. Bernstein
                                                 Director,
                                                 Silver Screen Management, Inc.


                                       19
<PAGE>

Dated: March 28, 1996                       By   /s/ John A. Tommasini         *
                                                 -------------------------------
                                                 John A. Tommasini
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated: March 28, 1996                       By   /s/ William Turchyn, Jr.      *
                                                 ------------------------------
                                                 William Turchyn, Jr.
                                                 Director,
                                                 Silver Screen Management, Inc.




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


                                       20
<PAGE>