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, 1997

                                       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,  1997,  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 (see  Liquidity  and
Capital Resources).


                                       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 with respect to 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 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.


                                       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 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, 1997.


                                       4
<PAGE>


                                     PART II

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

     As of February 17, 1998,  there were 12,986  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  "Partnership  Agreement")  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 1997,  1996 and 1995 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
                                            December 31,        December 31,        December 31,      December 31,     December 31,
                                               1997                 1996                 1995             1994            1993
                                            ----------          ------------        -------------     ------------     ----------
<S>                                          <C>               <C>               <C>                <C>                <C>
REVENUES:
Film Revenues ..........................     $     8,560       $     7,632       $     7,534        $    16,681        $   188,388
Interest income ........................         152,617           165,717           181,544            132,803            101,626
                                             -----------       -----------       -----------        -----------        -----------
                                                 161,177           173,349           189,078            149,484            290,014
COSTS AND EXPENSES:
General and
  administrative expenses ..............         128,170           133,067           145,536            182,559            175,970
                                             -----------       -----------       -----------        -----------        -----------
Income (loss)
 before tax ............................          33,007            40,282            43,542            (33,075)           114,044
Unincorporated business
 tax benefit (tax) .....................            --             839,400          (746,000)              --                 --
                                             -----------       -----------       -----------        -----------        -----------
Net income (loss) ......................     $    33,007       $   879,682       ($  702,458)       ($   33,075)       $   114,044
                                             ===========       ===========       ===========        ===========        ===========

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



Total assets ...........................     $ 2,665,981       $ 3,020,050       $ 3,122,546        $ 3,077,147        $ 3,149,860
                                             ===========       ===========       ===========        ===========        ===========

</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 1997, 1996 and 1995.

     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, 1997 Compared to Year Ended December 31, 1996
---------------------------------------------------------------------

     Net income for the year ended December 31, 1997 was  approximately  $33,000
compared to net income of approximately $880,000 for the year ended December 31,
1996.  Revenues for the year ended  December 31, 1997 consisted of film revenues
of approximately $9,000 compared to $8,000 for the year ended December 31, 1996.
Film revenues continue to be infrequent and unpredictable.

     Interest income generated by liquid investments for the year ended December
31, 1997 was  approximately  $153,000  compared  to $166,000  for the year ended
December 31, 1996.  Interest  income  decreased  by  approximately  $13,000 as a
result of lower interest rates in 1997 and a slight  decrease of funds available
for investment.  Interest rates for 1997 ranged from 5.15% to 5.6%,  while those
for 1996  ranged  from  5.12% to  5.79%.  General  and  administrative  expenses
decreased  by  approximately  $5,000.  This  decrease is due to a  reduction  of
expenses in general.

     Silver Screen  generated net income before taxes of  approximately  $33,000
for the year ended  December 31, 1997,  as compared  with the net income  before
taxes of approximately  $40,000 for the comparable period in 1996. The reduction
of approximately $7,000 was primarily  attributable to lower interest income. As
of 1995, the Partnership had recorded a contingency  reserve for  unincorporated
business taxes of $946,000 which reserve, after a payment of $106,600, including
interest, resulted in income of approximately $880,000 in 1996. No uincorporated
business tax was incurred in 1996 and 1997.


                                       7
<PAGE>


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  primarily  is 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.

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

     As of December 31, 1997, the General  Partners'  capital account reflects a
deficit  of  $719,600.  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.

     Silver Screen's tax returns were audited by the City of New York and Silver
Screen 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.

     Silver  Screen  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.  Unincorporated
business tax for 1997 will be insignificant and has not been reserved for.


                                       8
<PAGE>


     By the end of 1993,  the U.S.  home video rights to Silver  Screen's  films
reverted  back to Silver  Screen.  The  Partnership  plans to sell these rights,
along  with any other  residual  rights to the  Films,  and  distribute  any net
proceeds, if any, to the partners.  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 1997,
and the Managing General Partner  currently  expects to finalize the sale during
1998. 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 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 1998 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.


                                       9
<PAGE>


                                    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  III,  L.P.,  a
limited  partnership 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.

     Roland W. Betts,  51, 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  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


                                       10
<PAGE>


     Paul Bagley,  55, is the founding partner of Stone Pine Capital LLC (1994),
and is Chairman  of FCM  Fiduciary  Capital  Managers,  LLC (1989 to date),  the
advisor to mezzanine and private equity funds.  For more than twenty years prior
to 1988, Mr. Bagley was engaged in investment  banking  activities with Shearson
Lehman Hutton Inc. and its  predecessor,  E.F.  Hutton & Company Inc. Mr. Bagley
serves as Chairman of the Board of Directors of Silver Screen  Management,  Inc.
and  International  Film  Investors,  Inc.,  which manage film  portfolios  with
aggregate  assets of $1.0  billion.  Mr.  Bagley  has  served on the boards of a
number  of  public  and  private  companies.  Currently  he is on the  boards of
Fiduciary Capital,  Hollis-Eden  Pharmaceuticals,  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,  45, 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,  53, the President of Laidlaw Global  Securities,  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.,  52, 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 Chief Operating Officer of Furman Selz Capital Management.


                                       11
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

     The  following  table sets forth the fees,  income,  distributions  and the
amounts payable to the General Partners of Silver Screen 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.


                            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   1997,   no  cash   was
                                                 distributed   from  Disbursable
                                                 Cash  to The  Managing  General
                                                 Partner.


                                       12
<PAGE>


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
                                                 1997.



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



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.


                                       13
<PAGE>


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.

     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.


                                       14
<PAGE>


     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.


                                     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, 1997 and
                  1996 .................................   F-2

         Statement of operations for the years ended
                  December 31, 1997, 1996 and 1995 .....   F-3

         Statement of partners' equity for the years
                  ended December 31, 1997, 1996 and 1995   F-4

         Statement of cash flows for the years ended
                  December 31, 1997, 1996 and 1995 .....   F-5

         Notes to Financial Statements .................   F6-8


                                       15
<PAGE>


     (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
                    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)

          10(d)     Mutual Release and Settlement Agreement,  dated as
                    of December  18, 1996  between  Silver  Screen and
                    [XXXXXXXX](5)

     (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.

5       Confidential treatment is being requested for portions of this document.


                                       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 30, 1998                       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 30, 1998                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts,
                                                  General Partner


                                              SILVER SCREEN MANAGEMENT, INC.
                                              Managing General Partner

Dated:  March 30, 1998                       By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts,
                                                  President/Treasurer
                                                  Silver Screen Management, Inc.

Dated:  March 30, 1998                       By  /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 Paul Bagley
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated:  March 30, 1998                       By  /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 Tom A. Bernstein
                                                 Director,
                                                 Silver Screen Management, Inc.


                                       17
<PAGE>


Dated:  March 30, 1998                      By   /s/ Roland W. Betts           *
                                                 -------------------------------
                                                 John A. Tommasini
                                                 Director,
                                                 Silver Screen Management, Inc.


Dated:  March 30, 1998                       By   /s/ Roland W. Betts          *
                                                 ------------------------------
                                                 William Turchyn, Jr.
                                                 Director,
                                                 Silver Screen Management, Inc.




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


                                       18
<PAGE>