UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K

[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

          For the transition period from                      to

                     Commission file number:  0-15514


                   AMERICAN ENTERTAINMENT PARTNERS L.P.
           Exact name of registrant as specified in its charter


           Delaware                                          06-1183659
State or other jurisdiction
ofincorporation or organization            I.R.S. Employer Identification No.

Attn: Andre Anderson
3 World Financial Center,
New York, New York  29th Floor                              10285-2900
Address of principal executive offices                       Zip Code

Registrant's telephone number, including area code:  (212) 526-3237

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

           DEPOSITARY UNITS OF LIMITED PARTNERSHIP INTEREST
                            Title of Class

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 (or for such shorter period that the
registrant was required to file such reports), 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.  [ X ]

As of December 31, 1997, there were 63,793.25 depositary units of limited
partnership interests outstanding, of which all but 5 of such units were
held by non-affiliates.  The aggregate market value of those interests is
not determinable because there is no active public market trading in the
units.

Documents Incorporated by Reference:  Portions of Parts II, III and IV are
incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended December 31, 1997.

                                PART I

Item 1.  Business

(a) General
American Entertainment Partners L.P. (the "Partnership") was organized May
2, 1986 under the laws of the State of Delaware as a limited partnership.
Through its participation in Amercent Films (the "Joint Venture"), a joint
venture with Twentieth Century Fox Film Corporation ("Fox"), the
Partnership produced, financed, acquired interests in and continues to
exploit feature length motion picture films.

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, for
aggregate offering proceeds of $63,793,250.

The general partner of the Partnership is AEP Premiere Corporation, a
Delaware corporation (the "General Partner") (see Item 10).  The
Partnership has certain consultation rights and, through a committee of the
Joint Venture, may be called upon to make certain determinations with
respect to such films.  Fox, however, has day-to-day control of creative
and artistic matters in connection with films in which the Joint Venture
invests.

Joint Venture Films, Participation Films and Additional Films
The films which the Partnership acquired interests or participations in can
be classified into three categories.  First, the Joint Venture produced
"Joint Venture Films" pursuant to the product origination agreement with
Fox (the "Product Origination Agreement").  To produce a Joint Venture
Film, the Joint Venture engaged Fox under a production services agreement
(the "Production Services Agreement") to produce such film on behalf of the
Joint Venture and to provide all production services necessary to complete
and deliver the film to the Joint Venture.  The second category of films in
which the Joint Venture invested were films in which the Joint Venture
acquired participations ("Participation Films").  Participation Films are
films acquired by another joint venture in which Fox has an interest.  The
Joint Venture does not own any of the rights in the Participation Films but
instead the Partnership made capital contributions to the Joint Venture
which were used to acquire participations in such films.  The third
category of films, "Additional Films," were films which did not meet the
criteria as a Joint Venture Film but which the Joint Venture could have,
upon agreement of Fox and the Partnership, acquired.

The Joint Venture has invested all the net proceeds of the Offering in
films, therefore, no additional investments in films will be made by the
Joint Venture.

Distribution Agreement and Revenues of the Joint Venture
The Joint Venture Films are distributed pursuant to a distribution
agreement between the Joint Venture and Fox (the "Distribution Agreement"),
but Fox is responsible for and makes all decisions with respect to
distribution.  A distribution committee of the Joint Venture, consisting of
one designee of Fox and two designees of the Partnership (the "Distribution
Committee"), has the right to consult periodically with Fox concerning the
distribution of Joint Venture Films.  Although the Distribution Committee
supervises Fox's performance as a distributor, the Distribution Agreement
does not set forth any objective standards to measure Fox's performance as
a distributor and does not impose minimum commitment obligations with
respect to the distribution and exploitation of Joint Venture Films.  The
Distribution Committee, however, is responsible for certain decisions
including, among others, the exercise by the Joint Venture of the Joint
Venture's right not to produce a film by reason of certain interests of
third party participants in the film.

The Joint Venture receives all of the net proceeds from the Joint Venture
Films in accordance with the terms of the Distribution Agreement.  The
terms of the Distribution Agreement are disclosed in a Joint Venture
agreement (the "Joint Venture Agreement") which is incorporated by
reference to the Partnership's Registration Statement No. 33-5393 on Form S-
1 as filed with the Securities and Exchange Commission on July 2, 1986.
Films in Release
The Partnership's percentage participation in the films in which the
Partnership has an interest through the Joint Venture, and certain other
information, is set forth below:
                                        Amount          Partnership's
                                        Contributed     Percentage
                         Release        to Joint        Participation in
 Title                   Date           Venture         Net Proceeds
Joint Venture Films:
   Black Widow           February 1987    $ 4,405,428      34.79%
   Project X             April 1987         6,259,399      31.18
   Predator              June 1987          6,691,070      30.13
   Revenge of the Nerds II:
     Nerds in Paradise   July 1987          3,463,408      34.87
   Wall Street           December 1987      5,284,830      29.82
   Broadcast News        December 1987      7,000,000      26.11
   Off Limits            March 1988         3,874,389      32.61
                                           36,978,524
Participation Films:
   Aliens                July 1986          3,500,000      12.65
   The Fly               August 1986        1,750,000      15.25
   Jumpin' Jack Flash    October 1986       6,471,363      30.66
                                           11,721,363
Additional Film:
   The Pick-Up Artist    September 1987     5,417,693      33.10
                                          $54,117,580

Competition
Distribution of motion pictures is a highly competitive business.  Fox
competes with several other prominent motion picture distributors, some of
which have substantially greater financial and personnel resources, in
licensing motion pictures to theaters and other markets.  The Partnership's
films currently are appearing primarily in ancillary markets such as
domestic and foreign syndication, basic cable and home video.  In addition
to distributing the motion pictures of the Joint Venture in these markets,
Fox is distributing other motion pictures produced by or on behalf of Fox
and motion pictures as to which Fox has acquired distribution rights.
These films, as well as films released by other motion picture
distributors, are competing with films which the Joint Venture produced and
films in which it has participations.

Relationship with Fox
Although Fox had substantial discretion with respect to other aspects of
the films, because all the films have been produced, Fox currently has
substantial discretion only in the distribution of films in which the Joint
Venture has an interest.

The Joint Venture's (and therefore the Partnership's) receipt of net
proceeds from the exploitation of the films is dependent upon the
compliance by Fox with its obligations under agreements entered into
between it and the Joint Venture.  The term "net proceeds" is utilized
solely as a measuring device to calculate amounts payable to the Joint
Venture by Fox and no specific funds will be segregated for payment to the
Joint Venture.  Fox's payment obligations are not secured, and the Joint
Venture relies on the general credit of Fox to receive any amounts due to
it.

Fox Buy-Out Option
Pursuant to the terms of the Partnership Agreement, Fox has the 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 commencing 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
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.

Changes in the Motion Picture Industry
The entertainment business in general, and the motion picture business in
particular, has undergone significant changes, primarily due to
technological developments such as the advent of home video equipment.
While these developments have resulted in the availability of alternative
forms of leisure time entertainment, which may have a negative impact on
the Partnership's films while in domestic theatrical release, the
developments have also resulted in additional sources of revenue for the
Partnership's films.  The level of domestic theatrical success, however,
remains a critical factor in generating revenues in the ancillary markets
where the Partnership's films are currently distributed.  Given the
rapidity of technological development and shifting consumer tastes, it is
impossible to predict what effect these technological and other changes
will have on the potential overall revenues for the Joint Venture's feature
length motion pictures in the future.

Employees
The Partnership has no employees.


ITEM 2.  Properties

The principal offices of the Partnership and the General Partner are
located at 3 World Financial Center, 29th Floor, New York, New York.  The
Partnership pays no rent.  All other charges for space and administrative
facilities are borne by an affiliate of the General Partner.


ITEM 3.  Legal Proceedings

The Registrant is not a party to any material pending legal proceedings.


ITEM 4.  Submission of Matters to a Vote of Security Holders

None.

                               PART II


ITEM 5.  Market for the Partnership's Limited Partnership Interests and
         Related Security Holder Matters

(a)(b) Market Information and Holders - The Partnership is a limited
       partnership and there is no established public market for
       the Partnership's Units.  As of December 31, 1997, there were 8,825
       holders of record ("Unitholders") of the Partnership's Units.

(c) Distributions - Incorporated by reference to the sections "Cash
    Distributions", "Financial Highlights" and Note 3 of the Notes to the
    Financial Statements of the Partnership's Annual Report to Unitholders
    for the year ended December 31, 1997, which is filed as an exhibit
    under Item 14 and incorporated herein by reference.


ITEM 6.  Selected Financial Data

Incorporated by reference to the "Financial Highlights" table of the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997.

ITEM 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Liquidity and Capital Resources

The Partnership's principal source of funds is the proceeds received from
Fox pursuant to the Distribution Agreement, as defined in the Partnership's
prospectus.  According to the terms set forth in the Partnership Agreement,
effective January 1993, the Partnership receives proceeds from Fox on an
annual basis.  Accordingly, all subsequent cash distributions from the
Partnership's investment in the Joint Venture films have been paid to
Limited Partners on an annual basis.

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, 1997.  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 unaffiliated 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 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.

The Partnership's cash balance at December 31, 1997 was approximately
$1,559,000 as compared to approximately $2,479,000 at December 31, 1996.
The decrease is primarily attributable to the payment of the 1996 cash
distribution in February 1997 totaling approximately $1,995,000 and the
payment of Partnership expenses during 1997.  The Partnership's cash
balance is expected to provide sufficient liquidity to enable the
Partnership to fund cash distributions and meet its operating expenses.

On February 20, 1998, the Partnership paid the 1997 annual distribution
totaling $902,000 of which $893,000 or $14.00 per Unit was paid to the
Limited Partners and approximately $9,000 was paid to the General Partner.

The Partnership's receivable from Fox totaled approximately $11,000 at
December 31, 1997, compared to approximately $44,000 at December 31, 1996.
The decrease is due to the collection in 1997 of motion picture revenue
from Fox.  As stated above, the Partnership receives proceeds from Fox on
an annual basis.

Accounts payable and accrued expenses increased from approximately $34,000
at December 31, 1996, to approximately $59,000 at December 31, 1997.  The
increase is primarily due to higher audit fees for 1997, as well as the
accrual of certain expenses incurred by an unaffiliated third party service
provider in servicing the Partnership, which were voluntarily absorbed by
affiliates of the General Partner in prior periods, and were reimbursed to
the General Partner and its affiliates.

Results of Operations

1997 compared to 1996
For the year ended December 31, 1997, the Partnership reported net income
of approximately $997,000 as compared to approximately $1,451,000 in 1996.
The decrease in net income is primarily due to a decrease in revenue
generated from motion picture exploitation.  Motion picture profits are
based on current estimates of ultimate film revenues and costs.  These
estimates are subject to review periodically as more information about a
film's distribution becomes available.  Such reviews can result in
significant adjustments to prior estimates.  The decrease in net income is
also due to an increase in general and administrative expenses.

For the year ended December 31, 1997, the Partnership recognized revenues
from motion picture exploitation and amortization of motion picture costs
with respect to its investment in the released films of approximately
$1,319,000 and $20,000, respectively, compared to $1,797,000 and $97,000
during 1996.  The decrease in revenue from motion picture exploitation and
amortization of motion picture costs is primarily due to lower revenue from
the foreign pay and free television markets and domestic syndicated
television market.  The Partnership currently receives nearly all of its
revenues from the distribution of the films in ancillary markets.

General and administrative expenses for the year ended December 31, 1997
were approximately $114,000, compared to $79,000 in 1996.  During the 1997
period, certain expenses incurred by an unaffiliated third party service
provided in servicing the Partnership, which were voluntarily absorbed by
affiliates of the General Partner in prior periods, were reimbursed to the
General Partner and its affiliates.  Professional fees increased from
approximately $21,000 at December 31, 1996 to approximately $28,000 at
December 31, 1997, primarily due to an increase in audit fees incurred by
the Partnership.

1996 compared to 1995
For the year ended December 31, 1996, the Partnership reported net income
of approximately $1,451,000 as compared to approximately $730,000 in 1995.
The increase in net income was primarily due to an increase in revenues
generated from motion picture exploitation in foreign pay and free
television markets and the domestic syndicated market.  Motion picture
profits are based on current estimates of ultimate film revenues and costs.
These estimates are subject to review periodically as more information
about a film's distribution becomes available.  Such reviews can result in
significant adjustments to prior estimates.

For the year ended December 31, 1996, the Partnership recognized revenues
from motion picture exploitation and amortization of motion picture costs
with respect to its investment in the released films of approximately
$1,797,000 and $97,000, respectively, compared to $1,046,000 and $46,000
during 1995.  The increases in revenues from motion picture exploitation
and amortization of motion picture costs were primarily attributable to
higher revenue from the home video sell-through market and from new sales
in the U.S. free television market.  The Partnership currently receives
revenues from the distribution of the films in ancillary markets.

Professional fees decreased from approximately $38,000 at December 31, 1995
to $21,000 at December 31, 1996 primarily due to a decrease in legal fees
incurred by the Partnership.


ITEM 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended December 31, 1997.  For a listing of financial
statements and schedules, see Item 14a.


ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

                               PART III


ITEM 10.  Directors and Executive Officers of the Partnership

The General Partner of the Partnership is AEP Premiere Corporation, a
Delaware corporation formed on May 20, 1985.  It is an affiliate of Lehman
Brothers Inc. ("Lehman Brothers").

Certain officers and directors of the General Partner are now serving (or
in the past have served) as officers or directors of entities which act as
general partners of a number of real estate limited partnerships which have
sought protection under the provisions of the federal Bankruptcy Code.  The
partnerships which have filed bankruptcy petitions own real estate which
has been affected adversely by the economic conditions in the markets in
which that real estate is located and, consequently, the partnerships
sought protection of the bankruptcy laws to protect the partnerships'
assets from loss through foreclosure.

  Name                               Office
  Jeffrey C. Carter                  President & Director
  Rocco F. Andriola                  Director
  Michael T. Marron                  Vice President and Chief Financial
                                     Officer

Jeffrey C. Carter, 52, is a Senior Vice President of Lehman Brothers in the
Diversified Asset Group.  Mr. Carter joined Lehman Brothers in September
1988.  From 1972 to 1988, Mr. Carter held various positions with
Helmsley-Spear Hospitality Services, Inc. and Stephen W. Brener Associates,
Inc. including Director of Consulting Services at both firms. From 1982
through 1987, Mr. Carter was President of Keystone Hospitality Services, an
independent hotel consulting and brokerage company.  Mr. Carter received
his B.S. degree in Hotel Administration from Cornell University and an
M.B.A. degree from Columbia University.

Rocco F. Andriola, 39, is a Managing Director of Lehman Brothers Inc. in
its Diversified Asset Group and has held such position since October 1996.
Since joining Lehman in 1986, Mr. Andriola has been involved in a wide
range of restructuring and asset management activities involving real
estate and other direct investment transactions.  From June 1991 through
September 1996, Mr. Andriola held the position of Senior Vice President in
Lehman's Diversified Asset Group.  From June 1989 through May 1991, Mr.
Andriola held the position of First Vice President in Lehman's Capital
Preservation and Restructuring Group.  From 1986-89, Mr. Andriola served as
a Vice President in the Corporate Transactions Group of Shearson Lehman
Brothers' office of the general counsel.  Prior to joining Lehman, Mr.
Andriola practiced corporate and securities law at Donovan Leisure Newton &
Irvine in New York.  Mr. Andriola received a B.A. from Fordham University,
a J.D. from New York University School of Law, and an LL.M in Corporate Law
from New York University's Graduate School of Law.

Michael T. Marron, 34, is a Vice President of Lehman Brothers and has been
a member of the Diversified Asset Group since 1990 where he has actively
managed and restructured a diverse portfolio of syndicated limited
partnerships.  Prior to joining Lehman Brothers, Mr. Marron was associated
with Peat Marwick Mitchell & Co. serving in both its audit and tax
divisions from 1985 to 1989.  Mr. Marron received his B.S. degree from the
State University of New York at Albany and an M.B.A. from Columbia
University.


ITEM 11.  Executive Compensation

Neither the General Partner nor any of its officers or directors received
any compensation from the Partnership.


ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners - No person is known
    to beneficially own in excess of 5% of the Units of the Partnership.

(b) Security Ownership of Management - No officers or directors of the
    General Partner beneficially owned any Units of the Partnership as
    of December 31, 1997.

(c) Changes in Control - None.


ITEM 13.  Certain Relationships and Related Transactions

The Partnership's operations relating to the production, acquisition of
interests and participations and exploitation of films through the Joint
Venture involves the following agreements with Fox:  Joint Venture
Agreement, Product Origination Agreement, Production Services Agreement
(with respect to Joint Venture Films produced by Fox as the production
services company), Participation Agreement and Distribution Agreement.  See
the Joint Venture Agreement which is incorporated by reference to the
Partnership's Registration Statement No. 33-5393 on Form S-1 as filed with
the Securities and Exchange Commission on July 2, 1986.

Beginning with the first quarter of 1997, certain expenses incurred by an
unaffiliated third party in servicing the Partnership, which were
voluntarily absorbed by affiliates of the General Partner in prior years,
were reimbursed to the General Partner and its affiliate in the amount of
$28,051 for the year ended December 31, 1997.

For additional information on related transactions with affiliates, see
notes 5, 6 and 7 of the Notes to the Financial Statements of the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997, which is incorporated herein by reference.
                               PART IV

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as part of this report:

  1.  Financial Statements


                    INDEX TO FINANCIAL STATEMENTS

       Balance Sheets
         At December 31, 1997 and 1996                           (1)
       Statements of Partners' Capital
         For the years ended December 31, 1997, 1996 and 1995    (1)
       Statements of Operations
         For the years ended December 31, 1997, 1996 and 1995    (1)
       Statements of Cash Flows
         For the years ended December 31, 1997, 1996 and 1995    (1)
       Notes to the Financial Statements                         (1)
       Report of Independent Auditors                            (1)

       (1) Incorporated by reference to the Partnership's Annual
           Report to Unitholders for the year ended December 31, 1997.

  2.  Financial Statement Schedules

       No financial statement schedules have been filed as part of this
       report as none are required.

  3.  Exhibits
         Exhibit No.

       * Certificate of Limited Partnership                    3 (a)
       * Form of Agreement of Limited Partnership              3 (b)
       * Form of Joint Venture Agreement                      10 (b)
       * Form of Distribution Rights Acquisition Agreement    10 (c)
       * Form of Production Services Agreement                10 (d)
       * Form of Product Origination Agreement                10 (e)
       * Form of Participation Agreement                      10 (f)
       * Form of Guarantee                                    10 (g)
         Annual Report to Unitholders for
          the year ended December 31, 1997                    13 (a)
         Financial Data Schedule                              27


        * Incorporated by reference to the Partnership's Registration
          Statement No. 33-5393 on Form S-1 as filed with the Securities
          and Exchange Commission on July 2, 1986.


(b) Reports on Form 8-K

       No reports on Form 8-K were filed during the last quarter of the
       year ended December 31, 1997.

                           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.


                         AMERICAN ENTERTAINMENT PARTNERS L.P.

                         BY:    AEP Premiere Corporation
                                General Partner



Date: March 30, 1998     BY:    /s/  Jeffrey C. Carter
                                President and Director





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 in the capacities and on the dates indicated.



                         AEP PREMIERE CORPORATION
                         General Partner



Date: March 30, 1998       BY:  /s/  Jeffrey C. Carter
                                     President and Director



Date: March 30, 1998       BY:  /s/  Michael T. Marron
                                     Vice President and
                                     Chief Financial Officer


Date: March 30, 1998       BY:  /s/  Rocco F. Andriola
                                     Director