American Entertainment Partners L.P.
                               EXHIBIT 13(a)

                            1997 Annual Report

              American Entertainment Partners L.P.



     American Entertainment Partners L.P. (the
     "Partnership") is a limited partnership formed in 1986
     for the purpose of contributing funds to a joint
     venture (the "Joint Venture") with Twentieth Century
     Fox Film Corporation ("Fox").  The Joint Venture
     acquired interests in eleven feature-length motion
     pictures.  The Partnership receives a percentage of the
     net revenue generated by the films as they are
     distributed in different markets.  To date, cumulative
     cash distributions total approximately $1,142 per
     $1,000 Unit, representing approximately 114% of an
     investor's original investment.


          Films in Release             Release Date
          Aliens                       July        1986
          The Fly                      August      1986
          Jumpin' Jack Flash           October     1986
          Black Widow                  February    1987
          Project X                    April       1987
          Predator                     June        1987
          Revenge of the Nerds II      July        1987
          The Pick-Up Artist           September   1987
          Wall Street                  December    1987
          Broadcast News               December    1987
          Off Limits                   March       1988




                            Contents

                      1   Message to Investors
                      2   Financial Overview
                      3   Financial Statements
                      6   Notes to the Financial Statements
                      8   Report of Independent Auditors



         Administrative Inquiries   Performance Inquiries/Form 10-Ks
         Address Changes/Transfers  First Data Investor Services Group
         Service Data Corporation   P.O. Box 1527
         2424 South 130th Circle    Boston, Massachusetts 02104-1527
         Omaha, Nebraska 68144-2596 Attn:  Financial Communications
         800-223-3464               800-223-3464


                      Message to Investors

Presented for your review is the 1997 Annual Report for American
Entertainment Partners L.P.  This report provides an update on
the status of the Partnership's investment in the Joint Venture
films, financial highlights and the Partnership's audited
financial statements for the year ended December 31, 1997.

Partnership Update
The Partnership continued to collect revenues from its interests
in the Joint Venture films during 1997.  Currently, the Joint
Venture films generate revenues predominantly in domestic and
foreign television syndication markets, which typically represent
the final markets to be exploited in a film's life cycle.

As previously reported, pursuant to the terms of the Joint
Venture, commencing on June 30, 1995, Fox has the right and
option to purchase the Partnership's interest in the Joint
Venture films at an appraised fair market value determined by an
independent appraisal firm.  On February 2, 1998, the Partnership
received formal notice from Fox that it is considering a purchase
of the Partnership's interest in the Joint Venture and may
exercise this option within the next few months.  Subsequently,
the Partnership and Fox signed a letter of engagement with an
independent third-party appraiser to determine a fair market
value of the Partnership's interest in the Joint Venture.
Pursuant to the Joint Venture agreement, Fox has the option, but
not the obligation, to buy out the Partnership's interest at the
independently appraised value.  If Fox exercises its option, the
Partnership will attempt to complete the sale of its interest in
the Joint Venture by the end of the second quarter of 1998 and
subsequently make liquidating distributions and dissolve the
Partnership.  However, there can be no assurance that a sale will
take place or that a sale will be completed within this time-
frame.

Through October 31, 1997, the Partnership had received payments
totaling $75,600,752 as compared to an original contribution
after expenses to the Joint Venture of $54,117,580.  As discussed
in prior reports, due to the mature stage of the films, future
revenues received by the Partnership will most likely further
decline.

Cash Distributions
The Partnership's annual distribution for 1997, in the amount of
$14.00 per $1,000 Unit, was paid to Limited Partners on February
20, 1998.  Cumulative cash distributions to date total $1,142.49
per $1,000 Unit, which represents approximately 114% of an
investor's original investment.

General Information
As you are probably aware, several third parties have commenced
tender offers to purchase Units of the Partnership at prices
which are below the Partnership's estimate of the fair market
value of the Units.  In response, we recommended that Limited
Partners reject these offers because we believe that they do not
reflect the underlying value of the Partnership's assets.
According to published industry sources, most of the investors
who hold units of limited partnerships similar to the Partnership
have rejected these types of tender offers due to their
inadequacy.

Summary
We will continue our discussions with Fox and will attempt to
complete the sale of the Partnership's interest in the Joint
Venture by the end of the second quarter of 1998 and subsequently
dissolve the Partnership.  However, there can be no assurance
that a sale will take place or that a sale will be completed
within this time-frame.  We will update you on significant events
affecting the Partnership in future correspondence.

Very truly yours,

AEP Premiere Corporation
General Partner

/s/Jeffrey C. Carter
Jeffrey C. Carter
President

March 30, 1998



(Graph depicting the following information)

Films in Release
                                                      Cumulative Payments
                    Amount Contributed          Received from Fox Through
                      to Joint Venture                   October 31, 1997

Aliens                      $3,500,000                         $8,542,326
The Fly                      1,750,000                          4,497,403
Jumpin' Jack Flash           6,471,000                          6,471,363
Black Widow                  4,405,000                          5,045,278
Project X                    6,260,000                          3,943,395
Predator                     6,691,000                         16,300,842
Revenge of the Nerds II      3,463,000                          4,783,762
Wall Street                  5,285,000                         12,072,628
Broadcast News               7,000,000                          7,324,472
Off Limits                   3,874,000                          3,304,228
The Pick-Up Artist           5,418,000                          3,315,055






  Financial Highlights (in thousands except per Unit data)

                                    Years Ended December 31,
                          1997      1996      1995      1994       1993

 Total Assets               $1,656    $2,629    $3,934    $4,742     $4,615

 Total Liabilities           1,161     2,229     2,990     1,788      1,871

 Total Partners'Capital        495       400       944     2,954      2,744

 Revenues from
 motion picture
 exploitation                1,319     1,797     1,046     2,255     2,236

 Net Income                    997     1,451       730     1,750     1,643

 Net Income per
 Limited Partnership Unit    15.47     22.45     11.05     27.16     25.50

 Cash Distributions per Unit 14.00     30.97     42.52     23.89     24.88

All distributions are paid on an annual basis.
The financial data set forth above reflects the Partnership's pro rata
share of all assets, liabilities, revenues and expenses of the Joint Venture.


Balance Sheets                           At December 31, At December 31,
(000's omitted - except unit information)           1997            1996
Assets
Cash and cash equivalents                         $1,559          $2,479
Motion pictures released, net of accumulated amortization
 of $54,638 in 1997 and $54,634 in 1996               86             106
Receivable from Twentieth Century Fox                 11              44
  Total Assets                                    $1,656          $2,629
Liabilities and Partners' Capital
Liabilities:
 Distribution payable                             $  902          $1,995
 Accrued management fees                             200             200
 Accounts payable and accrued expenses                59              34
  Total Liabilities                                1,161           2,229
Partners' Capital:
 General Partner                                       _               _
 Limited Partners (63,793.25 units outstanding)      495             400
  Total Partners' Capital                            495             400
  Total Liabilities and Partners' Capital         $1,656          $2,629






Statements of Partners' Capital
(000's omitted)
For the years ended December 31, 1997, 1996 and 1995
                                    General    Limited
                                    Partner    Partners      Total
Balance at December 31, 1994           $ 2       $2,952     $2,954
Net Income                              25          705        730
Distributions                          (27)      (2,713)    (2,740)
Balance at December 31, 1995             _          944        944
Net Income                              19        1,432      1,451
Distributions                          (19)      (1,976)    (1,995)
Balance at December 31, 1996             _          400        400
Net Income                               9          988        997
Distributions                           (9)        (893)      (902)
Balance at December 31, 1997           $ _       $  495     $  495

Statements of Operations
(000's omitted - except unit information)
For the years ended December 31,                 1997      1996      1995
Net Revenues
Revenues from motion picture exploitation     $ 1,319     $1,797    $1,046
Less: Amortization of motion picture costs         20         97        46
  Net Revenues                                  1,299      1,700     1,000
Other Income (Expenses)
Interest and miscellaneous income                  40         51        49
Professional fees                                 (28)       (21)      (38)
General and administrative                       (114)       (79)      (81)
Management fees                                  (200)      (200)     (200)
  Net Other Expenses                             (302)      (249)     (290)
  Net Income                                   $  997     $1,451    $  730
Net Income Allocated:
To the General Partner                         $   10     $   19    $   25
To the Limited Partners                           987      1,432       705
                                               $  997     $1,451    $  730
Per limited partnership unit
(63,793.25 outstanding)                       $ 15.47    $ 22.45   $ 11.05


Statements of Cash Flows
(000's omitted)
For the years ended December 31,                 1997       1996      1995
Cash Flows From Operating Activities
Net Income                                     $  997     $1,451    $  730
Adjustments to reconcile net income to net cash
provided by operating activities:
 Amortization of motion picture costs              20         97        46
 Increase (decrease) in cash arising from changes
 in operating assets and liabilities
  Receivable from Twentieth Century Fox            33        233     2,074
  Accounts payable and accrued expenses            25        (16)        _
Net cash provided by operating activities       1,075      1,765     2,850
Cash Flows From Financing Activities
Cash distributions                             (1,995)    (2,740)   (1,538)
Net cash used for financing activities         (1,995)    (2,740)   (1,538)
Net increase (decrease) in cash and cash
equivalents                                      (920)      (975)    1,312
Cash and cash equivalents, beginning of period  2,479      3,454     2,142
Cash and cash equivalents, end of period      $ 1,559    $ 2,479   $ 3,454


Notes to the Financial Statements
December 31, 1997, 1996 and 1995

1. Organization
American Entertainment Partners L.P. (the "Partnership") is a
limited partnership which was organized May 2, 1986 under the
laws of the State of Delaware to produce, finance, acquire
interests in and exploit feature length motion picture films
through its participation in Amercent Films (the "Joint
Venture"), a Joint Venture with Twentieth Century Fox Film
Corporation ("Fox").

AEP Premiere Corporation, formerly Shearson Premiere Corporation,
is the general partner (the "General Partner") of the Partnership
and is an affiliate of Lehman Brothers.  On July 31, 1993,
certain of Shearson Lehman Brothers, Inc.'s domestic retail
brokerage and management businesses were sold to Smith Barney,
Harris Upham & Co, Inc.  Included in the purchase was the name
"Shearson."  Consequently, the General Partner's name was changed
to AEP Premiere Corporation to delete any reference to
"Shearson."

A public offering (the "Offering") of depositary units of limited
partnership interests (the "Units") was completed in July 1986 by
the Partnership.  A total of 63,793.25 Units were sold at $1,000
per Unit totaling $63,793,250.

2. Significant Accounting Policies

Basis of Accounting The accompanying financial statements have
been prepared on the accrual basis of accounting in accordance
with generally accepted accounting principles.  Revenues are
recognized as earned and expenses are recorded as obligations are
incurred.

Cash Equivalents Cash equivalents consist of short-term highly
liquid investments with maturities of three months or less from
the date of issuance.  The carrying amount approximates fair
value because of the short maturity of these instruments.

Concentration of Credit Risk  Financial instruments which
potentially subject the Partnership to a concentration of credit
risk principally consist of cash in excess of the financial
institutions' insurance limits.  The Partnership invests
available cash with high credit quality financial institutions.

Revenue Recognition Net revenues from motion picture exploitation
consist of the Partnership's pro rata share of revenues from the
licensing of film exhibition rights, less related expenses for
prints and advertising, other distribution expenses,
participations to third parties and distribution fees, unless
deferred (see Note 6).

Amortization of Motion Picture Costs Motion picture costs,
including production administration fees which benefit future
periods, are capitalized.   Amortization is computed under the
individual-film-forecast method based upon net revenues
recognized in proportion to the Joint Venture's estimate of
ultimate net revenues to be received.  Unamortized costs are
compared with net realizable value on a film by film basis, and
losses are recognized to the extent costs exceed estimated net
realizable value.

Income Taxes No provision for income taxes has been made in the
financial statements since such taxes are the responsibility of
the individual partners rather than that of the Partnership.

Use of Estimates  The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from
those estimates.

3. Partnership Allocations
The Partnership Agreement ("Agreement") substantially provides
the following:

Cash Distributions Cash distributions will be made at the
discretion of the General Partner and allocated 1% to the General
Partner and 99% to the Unitholders, until such time as the
Unitholders have received a return of  their adjusted capital
contribution, as defined in the Agreement.  Thereafter, cash will
be distributed 15% to the General Partner and 85% to the
Unitholders.

Allocation of Losses Losses in any fiscal year shall be allocated
15% to the General Partner and 85% to the Unitholders, except
that if the Unitholders have an Unallocated Return, as defined in
the Agreement, then 1% shall be allocated to the General Partner
and 99% to the Unitholders.  In any event, losses will not be
allocated to Unitholders if such allocation would cause or
increase a deficit in the Unitholders' capital accounts.

Allocation of Profits Profits in any fiscal year shall be
allocated 1% to the General Partner and 99% to the Unitholders
until the Unallocated Return, as defined in the Agreement, is
reduced to zero; thereafter, 15% shall be allocated to the
General Partner and 85% to the Unitholders.

Notwithstanding the foregoing provisions, the Agreement provides
that to the extent the General Partner has a negative capital
account at any time, profits shall be allocated to the General
Partner until the capital account has been increased to zero.

In 1997 and 1996, pursuant to the provisions of the Partnership
Agreement described above, income was allocated to the General
Partner to increase its negative capital account to zero.

Dissolution of Partnership If, upon dissolution of the
Partnership, the General Partner has a negative capital account,
it shall contribute capital equal to the amount of the deficit.
In no event, however, shall the required capital contribution be
more than 1.01% of total capital contributed by the Unitholders.

4. Interests and Participations in Motion Pictures
As of December 31, 1987, the Partnership invested approximately
$54,740,000 in eleven films of which approximately $54,118,000
was contributed to the Joint Venture, and approximately $622,000
of production administration fees were paid by the Partnership
to the General Partner.  As this represents the total funds
available for investment in films, no further investment in
films will be made by the Partnership.

The Partnership has a participation interest in three films not
produced by the Joint Venture and an interest in eight films
produced by the Joint Venture.  All of the eleven films invested
in by the Partnership were released between July 1986 and March
1988.

5. Transactions with Fox
Fox, as distributor of Joint Venture films, has entered into
licensing agreements with other Fox affiliated companies in the
United States and United Kingdom television markets.  In the
United States, Fox has licensed seven Joint Venture and
participation films to Fox Television Stations, Inc., a Fox
affiliate, and eight Joint Venture and participation films to Fox
Broadcasting Company, a Fox affiliate, for the free television
market.  In the United Kingdom, Fox has licensed all of the Joint
Venture films to British Sky Broadcasting, a Fox affiliate, for
the pay television market.

The receivable from Fox as distributor at December 31, 1997 and
1996 represents accrued net revenues of approximately $11,000 and
$44,000, respectively.  No interest is charged on amounts
receivable from or payable to Fox.

6. Deferred Distribution Fee
Fox, as distributor, retains a distribution fee of 17-1/2% from
substantially all gross receipts of the films.  The fee is
deferred for a film until the Joint Venture receives, from the
distribution of that film, an amount equal to its investment in
the film.  The distribution fees for six films have been earned
since the Joint Venture has received distributions from such
films greater than its investment.  A portion of the distribution
fee for one of the remaining five films released has been earned
since the Joint Venture has received distributions from such
films equal to its investment.  No distribution fees are expected
to be earned by Fox for the other four films.

7. Transactions with Related Parties
The General Partner is entitled to receive an annual management
fee of $200,000 from which the General Partner pays certain
expenses incurred in connection with the management of the
Partnership.  The General Partner waived its right to management
fees from January 1, 1989 through December 31, 1992, which
totaled $800,000.  The Partnership paid the General Partner its
1995 management fee in 1996, and its 1996 management fee in 1997.
The Partnership accrued $200,000 in management fees payable to
the General Partner as of December 31, 1997.





8. Reconciliation of Financial Statement Net Income to Tax Basis
Net Income
The Partnership has reported for the years ended December 31,
1997, 1996 and 1995 net income for federal income tax purposes
(tax basis) of approximately $917,720, $1,448,000 and $1,343,000
respectively.  Differences between financial statement net income
and tax basis net income are due to the timing of revenue
recognition and related amortization of motion picture costs.

9. Subsequent Event - Fox Buy-Out Option
Pursuant to the terms of the Partnership Agreement, Fox's right
to purchase the Partnership's interest in the Joint Venture films
at an appraised fair market value determined by an independent,
third-party appraisal commenced on June 30, 1995.  On February 2,
1998, the Partnership received formal notice from Fox that it is
considering a potential buy-out of the Partnership's interest in
the films and may exercise this option in the near future.
Subsequently, the Partnership and Fox signed a letter of
engagement with an independent third-party appraiser to determine
a fair market value of the Partnership's interest in the Joint
Venture.  Pursuant to the Joint Venture agreement, Fox has the
option, but not the obligation, to buy out the Partnership's
interest at this independently appraised value.  If Fox exercises
its option, the Partnership will attempt to complete the sale of
its interest in the Joint Venture by the end of the second
quarter of 1998 and subsequently make a liquidating distribution
and dissolve the Partnership.  However, there can be no assurance
that a sale will take place or that a sale will be completed
within this time-frame.


                 Report of Independent Auditors


To Partners
American Entertainment Partners L.P.

We have audited the accompanying balance sheets of American
Entertainment Partners L.P. as of December 31, 1997 and 1996, and
the related statements of operations, partners' capital, and cash
flows for each of the three years in the period ended
December 31, 1997.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of American Entertainment Partners L.P. at December 31, 1997 and
1996, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.



                                        ERNST & YOUNG LLP

Boston, Massachusetts
February 6, 1998