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 $1,128 per $1,000 Unit, representing approximately 113% 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 1996 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,
1996.

The Partnership continued to collect revenues from its interests in the Joint
Venture films during 1996.  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. Through October 31, 1996, the Partnership had received payments totaling
$74,248,158 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
decline.

Cash Distributions
The Partnership's annual distribution for 1996, in the amount of $30.97 per
$1,000 Unit, was paid to Limited Partners in February 1997.  Cumulative cash
distributions to date total $1,128.49 per $1,000 Unit, which represents
approximately 113% of an investor's original investment.  Currently, cash
distributions are paid on an annual basis.  The Partnership's next cash
distribution is expected to be paid to investors in early 1998.

Based upon current projections of future revenue, the General Partner estimates
that investors will recover approximately 115% of their original investment in
the Partnership, including the distributions which have been paid to date. This
represents an upward revision from the estimate of 113% contained in the 1995
Annual Report.  Please note that this projected return is based on estimates
which the General Partner believes to be reasonable. Such estimates, however,
are subject to change.

Summary
Pursuant to the terms of the Joint Venture 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 appraisal commenced on June 30, 1995.
To date, the Partnership has received no indication that Fox intends to
exercise this option.  Consequently, the Partnership will focus its efforts on
maximizing the return on your investment and continue to make cash
distributions from available cash flow on an annual basis. We will update you
on the Partnership's status in future correspondence.

Very truly yours,

AEP Premiere Corporation
General Partner

/s/ Moshe Braver

Moshe Braver
President

March 14, 1997

                               Financial Overview

Graph detailing amounts contributed by the Partnership to the Joint Venture and
cumulative payments received by the Partnership from Fox through October 31,
1996.  Graph content follows.

                     Films in Release

                                                 Cumulative
                                                 Payments
                                                 received from
                        Amount contributed       Fox through
                        to Joint Venture         October 31, 1996

Aliens                  $  3,500,000             $  8,318,000
The Fly                    1,750,000                4,447,000
Jumpin' Jack Flash         6,470,000                6,471,000
Black Widow                4,405,000                4,987,000
Project X                  6,260,000                3,853,000
Predator                   6,700,000               15,821,000
Revenge of the Nerds II    3,460,000                4,756,000
Wall Street                5,280,000               11,913,000
Broadcast News             7,000,000                7,269,000
Off Limits                 3,900,000                3,239,000
The Pick-up Artist         5,420,000                3,173,000

Financial Highlights (in thousands except per Unit data)

                            Years Ended December 31,
                      1996        1995        1994        1993        1992
 Revenues from
  motion picture
  exploitation     $ 1,797     $ 1,046     $ 2,255     $ 2,236     $ 2,618

 Net Income          1,451         730       1,750       1,643       2,013

 Net Income per
  Limited
  Partnership Unit   22.45       11.05       27.16       25.50       31.09

 Total Assets        2,629       3,934       4,742       4,615       4,100

 Total Liabilities   2,229       2,990       1,788       1,871       1,396

 Total Partners'
   Capital             400         944       2,954       2,744       2,704

 Cash Distributions
   /Unit (1) (2) (3)
   First Quarter         -           -           -           -           -
   Second Quarter        -           -           -           -       25.71
   Third Quarter         -           -           -           -           -
   Fourth Quarter    30.97       42.52       23.89       24.88       20.70

   Totals            30.97       42.52       23.89       24.88       46.41

   (1) Cash distributions were paid to investors on an annual basis during
   1993, 1994, 1995 and 1996.  All future distributions will be paid on an
   annual basis.

   (2) Cash distributions were paid to investors on a semiannual basis during
   1992.

   (3) Distributions paid to investors on a per Unit basis in 1986, 1987, 1988,
   1989, 1990 and 1991 totaled $41.40, $184.71, $378.75, $197.57, $98.54 and
   $58.85, respectively.

 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)                                   1996                  1995
Assets
Cash and cash equivalents                     $  2,479              $  3,454
Motion pictures released, net of
  accumulated amortization
  of $54,634 in 1996 and $54,537
  in 1995                                          106                   203
Receivable from Twentieth Century Fox               44                   277
  Total Assets                                $  2,629              $  3,934
Liabilities and Partners' Capital
Liabilities:
 Distribution payable                         $  1,995              $  2,740
 Accrued management fees                           200                   200
 Accounts payable and accrued expenses              34                    50
  Total Liabilities                              2,229                 2,990
Partners' Capital:
 General Partner                                     _                     _
 Limited Partners (63,793.25 outstanding)          400                   944
  Total Partners' Capital                          400                   944
  Total Liabilities and Partners' Capital     $  2,629              $  3,934



Statements of Partners' Capital
For the years ended December 31, 1996, 1995 and 1994
(000's Omitted)                        General        Limited
                                       Partner       Partners         Total
Balance at December 31, 1993          $      _      $   2,744     $   2,744
Net Income                                  17          1,733         1,750
Distributions                              (15)        (1,525)       (1,540)
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


Statements of Operations
(000's Omitted Except Unit Information)
For the years ended December 31,               1996          1995         1994
Net Revenues
Revenues from motion picture exploitation  $  1,797      $  1,046     $  2,255
Less: Amortization of motion picture costs       97            46          215
  Net Revenues                                1,700         1,000        2,040
Other Income (Expenses)
Interest and miscellaneous income                51            49           26
Professional fees                               (21)          (38)         (35)
General and administrative                      (79)          (81)         (81)
Management fees                                (200)         (200)        (200)
  Net Other Expenses                           (249)         (270)        (290)
  Net Income                               $  1,451      $    730     $  1,750
Net Income Allocated:
To the General Partner                     $     19      $     25     $     17
To the Limited Partners                       1,432           705        1,733
                                           $  1,451      $    730     $  1,750
Per limited partnership unit
(63,793.25 outstanding)                    $  22.45      $  11.05     $  27.16



Statements of Cash Flows
(000's Omitted)
For the years ended December 31,               1996          1995         1994
Cash Flows From Operating Activities
Net Income                                 $  1,451       $   730     $  1,750
Adjustments to reconcile net
income to net cash provided
by operating activities:
 Amortization of motion picture costs            97            46          215
 Increase (decrease) in cash arising
 from changes in operating assets
 and liabilities
  Receivable Twentieth Century Fox              233         2,074         (548)
  Accounts payable and accrued expenses         (16)            _          (19)
Net cash provided by operating activities     1,765         2,850        1,398
Cash Flows From Financing Activities
Cash distributions                           (2,740)       (1,538)      (1,604)
Net cash used for financing activities       (2,740)       (1,538)      (1,604)
Net increase (decrease) in cash and
  cash equivalents                             (975)        1,312         (206)
Cash and cash equivalents,
  beginning of period                         3,454         2,142        2,348
Cash and cash equivalents, end of period   $  2,479      $  3,454     $  2,142


Notes to the Financial Statements
December 31, 1996, 1995 and 1994

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
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 1996 and 1995, 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, 1996 and 1995 represents
accrued net revenues of approximately $44,000 and $277,000, 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 1994 management
fee in 1995, and its 1995 management fee in 1996. The Partnership accrued
$200,000 in management fees payable to the General Partner as of December 31,
1996.


8. Reconciliation of Financial Statement Net Income to Tax Basis
Net Income
The Partnership has reported for the years ended December 31, 1996, 1995 and
1994 net income for federal income tax purposes (tax basis) of approximately
$1,448,000, $1,343,000 and $645,000 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.

                         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, 1996 and 1995, and the related statements of
operations, partners' capital, and cash flows for each of the three years in
the period ended December 31, 1996.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the 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, 1996 and 1995, and the results of operations and
its cash flows for each of the three years in the period ended December 31,
1996 in conformity with generally accepted accounting principles.




                                        ERNST & YOUNG LLP


Boston, Massachusetts
February 10, 1997