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 [FEE REQUIRED]
                              OR
    [  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
             THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For Fiscal Year Ended
Commission File
December 31, 1996                                 Number 0-15763

               ML DELPHI PREMIER PARTNERS, L.P.
    (Exact name of registrant as specified in its charter)
   Delaware                                                      13-
3350265
(State or other jurisdiction of
(IRS Employer
 incorporation or organization)
Identification No.)

         666 Third Avenue, New York, New York   10017
     (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (212) 983-9040
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 Interests

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 March 15, 1997, there were 12,610 units of limited
partnership interests outstanding, all held by non-affiliates.  The
aggregate market value of those interests is not determinable
because there is no active public trading market for the units.  See
Item 5.  Market for the Registrant's Common Equity and Related
Security Holder Matters.
<PAGE>

                            PART I.

Item 1.  Business.

Formation.

       ML Delphi Premier Partners, L.P. (the "Partnership") is a

Delaware limited partnership formed with the principal business

objective of achieving cash returns through the production,

ownership, acquisition of interests in and exploitation of

feature length motion pictures.  The Partnership has acquired

(a) Preferred Film ("PF") Interests in 22 films, with payments

based on the gross receipts of those films, and (b) Single Film

("SF") Interests in 20 films with payments based on the net

proceeds of those films or, if it would result in a greater

amount, payments based on gross receipts.  The PF Interests and

most of the SF Interests have been acquired through a joint

venture between the Partnership and TriStar Pictures, Inc.

("TriStar").  The remaining SF Interests are in films

distributed by Columbia Pictures ("Columbia Pictures"), a

division of Columbia Pictures Industries, Inc. ("Columbia").

       A public offering (the "Offering") of limited partnership

interests in the Partnership, at $5,000 per unit, was completed

in December l986 with the sale of 12,610 units.  Net proceeds to

the Partnership after selling commissions, organizational

expenses and other expenses of the Offering were approximately

$55,500,000.  The general partner of the Partnership, ML Delphi

Partners, L.P. (the "General Partner"), contributed

approximately $637,000 as its capital contribution to the

Partnership.

Preferred Film Interests.

       Approximately 40% ($22,445,000) of the net proceeds of

the Offering, including the General Partner's capital

contribution, was available for contribution to a joint venture

between the Partnership and TriStar (the "Tri-Star Joint

Venture") for the acquisition, at the rate of $l,000,000 per

film, of PF Interests (the "PF Proceeds").  PF Interests were

acquired in 22 TriStar and Columbia feature length motion

pictures having direct production costs (excluding overhead) of

at least $5,000,000.  In June 1989, it was agreed that Columbia

films, meeting the same criteria as set forth for Tri-Star PF

Interest films (the "Tri-Star PF Interest Films"), would be

treated as if they were Tri-Star PF Interest Films and would be

accounted for, through the Tri-Star Joint Venture, in the same

manner as Tri-Star PF Interest Films (hereinafter referred to as

the "Columbia PF Interest Films").  Of the $22,000,000 that was

contributed by the Partnership toward the acquisition of PF

Interests, $19,000,000 was contributed toward Tri-Star PF

Interest Films and $3,000,000 was contributed toward the

acquisition of Columbia PF Interest Films.  Films in which PF

Interests have been acquired are hereinafter collectively

referred to as the "PF Films."

       Payments which have been made to the Partnership with

respect to the PF Films consisted of two components, one

determined on a film-by-film basis and the other determined on

an aggregate basis (as described below).  Both components were

based on the gross receipts of the film or films to which they

relate.

       The Partnership received an amount equal to the following

percentages of gross receipts of each PF Film:



                5.0% of the first $5,000,000
                7.5% of the next $5,000,000
               10.0% of the next $5,000,000
       Accordingly, the maximum payment based on gross receipts

for any PF Film based on the individual film component was

$l,l25,000.

       The Partnership was also entitled to receive an amount

equal to the following percentages of the aggregate gross

receipts of all the PF Films (computed after deducting U.S. and

Canadian (domestic) theatrical gross receipts of the films):



               12.5% of the first $74,800,000
                ll.5% of the next  $74,800,000
                ll.0% of the next  $202,400,000
                1.0% of the excess over $352,000,000
       The distribution agreement between TriStar and the Tri-

Star Joint Venture provides, in general, that gross receipts

consist of all sums received by TriStar, as distributor, from

the exploitation of a film throughout the world, including its

receipts from theatrical showings (i.e., the amounts received by

the distributor from exhibitors, which generally are based on a

percentage of "box office" receipts), pay cable television

exhibition, its receipts from free television showings, and

specified royalties (less certain expenses) from video cassette

and video disc sales, soundtrack revenue, music publishing and

merchandising licenses.  Gross receipts generally include all

advances and guaranteed payments received and not refunded by

TriStar, as distributor, for theatrical exhibition, free

television, soundtrack, music publishing and merchandising.

      The Partnership received its first payment in respect of PF

Films in December 1987.  Payments in respect of PF Films were

made on an annual basis in December of each year through 1996.

TriStar agreed to advance to the Partnership, through the TriStar

Joint Venture, an amount sufficient to enable the Partnership to

receive a payment in December  1987 equal to l4% of the PF

Proceeds (the "14% Return").  Approximately $3,142,000 was paid

to the Partnership, through the Tri-Star Joint Venture, by

TriStar in December 1987, of which approximately $458,000 was

attributable to the performance of one PF Film which was released

in 1987.  The balance of $2,684,000 represented an advance (the

"Advance") which TriStar was entitled to recoup, without

interest, in December 1996 from revenues earned by the

distribution of the Partnership's PF Films.  In addition, in

December of each year 1988 through 1995 TriStar, through the Tri-

Star Joint Venture, made a payment to the Partnership of

$3,142,000 representing the 14% Return.  To the extent the annual

cash return to the Partnership from the PF Interests caused the

Partnership's cumulative non-compounded return to exceed the l4%

Return in any of the years 1988 through 1995, the excess amount

was carried forward and, was paid without interest in December

1996 less the Acceleration Payment recoupments and related

interest (described below).  TriStar was obligated to make a

final payment in December 1996 taking into account gross receipts

to the date of payment, as well as the gross receipts estimated

to be received by TriStar during the next seven years from the

distribution of all PF Films (subject to discount).  Since the

Partnership has received the final payment, the Partnership's PF

Interests have ceased.  As of December 31, 1996, the Partnership

received $20,770,078 net of Acceleration Payments and related

interest (described below) and the Advance, from Tri-Star as the

final payment with respect to the Partnership's interest in PF

Films.  Accordingly, the Partnership no longer has any interest

in the PF Films.

      If in any calendar year the Partnership recognized income

for federal tax purposes with respect to PF Interest Films in

excess of the December payment for that year (the "Excess"),

TriStar was required to make an acceleration payment to the

Partnership with respect to the Excess.  The amount of the

acceleration payment was equal to the Excess multiplied by the

maximum individual federal income tax rate in effect for the

year of the Excess (the "Acceleration Payment").  During March

1993 and 1992, the Partnership received $360,000 and $7,548,000

with respect to the Acceleration Payment for 1992 and 1991,

respectively.

       These Acceleration Payments were distributed to partners

in April 1993 and 1992, respectively.  These Acceleration

Payments were recouped, with interest, by TriStar, in December

1996.

      Single Film Interests

      The Tri-Star Joint Venture acquired interests in certain

films produced or co-produced by earlier joint ventures between

TriStar and one or more of the Delphi Partnerships (as that term

is defined under "Distribution of Films" below) and produced

certain films for which TriStar commenced production after the

expiration of TriStar's similar commitment to an earlier joint

venture between TriStar and Delphi Film Associates V.



       The Partnership has SF Interesst in 20 films, 17 through

the Tri-Star Joint Venture (the "Tri-Star SF Interest films")

and three which are participation interests owned directly in

films being distributed by Columbia Pictures (the "Columbia SF

Interest films").  Those films in which the Partnership has an

SF Interest are sometimes collectively referred to as the "SF

Interest films" and individually referred to as an "SF Interest

film."  See "Columbia SF Interest Films" and "Tri-Star SF

Interest Films."  See also "Tri-Star SF Interest Extra Film

Profit Participations" regarding the Partnership's interest in

the films "Avalon," "Another You," and "Fisher King."

       The Partnership has an interest ranging from 5% to 25% in

each of the SF Interest films.  The maximum contribution that

the Partnership was required to make for any Tri-Star SF

Interest film was $3,600,000;  however, the Partnership had the

right to elect to contribute up to 25% of the total production

cost of any Tri-Star SF Interest film.  The Partnership agreed

to contribute amounts in excess of $3,600,000 toward the

production of four motion pictures ("Nadine," "The Squeeze,"

"Gardens of Stone" and "Suspect").

       In 1987, it was agreed that to the extent the Partnership

contributed amounts to the Tri-Star Joint Venture in excess of

$3,600,000 toward the production of these four films, the

Partnership, through the Tri-Star Joint Venture, would have the

right to reduce its interest in a mutually agreed upon film and

to apply that amount toward an interest in three additional SF

Interest films produced by the Tri-Star Joint Venture.  In

December 1987, the Partnership, through the Tri-Star Joint

Venture, elected to reduce its interest in the motion picture

"Blind Date" to 5% and contribute the funds thereby made

available toward the production of the motion pictures "Sunset,"

"For Keeps," and "The Seventh Sign."  The Partnership has a 5%

interest in each of these films.

       The Partnership's ownership interest with respect to each

SF Interest film is generally equal to the percentage the

Partnership's cash contribution for production or acquisition of

a film bears to the total cash contributions for production or

acquisition of that film.  The Partnership (directly, or through

the Tri-Star Joint Venture) is entitled to payments based on the

net proceeds of SF Interest films or, if it would result in a

greater amount, payments based on gross receipts.  Each

Distributor (as hereinafter defined) was also required to make

special recoupment payments which may enable the Partnership to

recover up to the otherwise unrecouped amount of its

contributions for SF Interest films distributed by that

Distributor.  These special recoupment payments were made in

December 1996.

       All 20 films in which the Partnership has an SF Interest

have been released both domestically and in foreign markets.

The Partnership's contributions (including interest) for the

production and acquisition of SF Interest films aggregated

approximately $42,213,000.  Of this amount, approximately

$37,768,000 was contributed to the Tri-Star Joint Venture and

approximately $4,445,000 to Columbia.

Future Sale of Interests in Films.

       The Partnership has begun evaluating the value of its

interest in the film assets for the purpose of possibly selling

that interest and liquidating the Partnership.  The General

Partner anticipates that the Partnership may be liquidated in

1998.  No assurance can be provided that the film assets will be

sucessfully sold, or if sold, when such sale would occur.  Upon

the ultimate sale of the film assets, the Partnership will

commence taking steps to dissolve and liquidate.  Cash

distributions as a result of the liquidation may be made to the

partners to the extent, and only to the extent, the proceeds

from a sale of the Partnerships' interest in the film assets in

connection with the liquidation are in excess of the

Distributors' entitlement to the recoupment described above and

a reserve for the Partnership's remaining obligations and

operating expenses.

Distribution of Films.

       The films in which the Partnership owns an interest are

distributed pursuant to distribution agreements (the

"Distribution Agreements") between TriStar and the Tri-Star

Joint Venture and between Columbia Pictures and the Partnership.

TriStar and Columbia Pictures, as distributors, are sometimes

referred to collectively as the "Distributors" and individually

as a "Distributor."  The Distributor has the ultimate authority

for all decisions with respect to the distribution of the films.

For each SF Interest film, the Partnership is generally entitled

to receive an amount equal to the product of its percentage

interest in a film multiplied by the greater of (a) an amount

equal to 100% of the net proceeds from the distribution of the

film and (b) an amount equal to 32% of the gross receipts from

the distribution of the film.  As previously discussed, the

payments to which the Partnership is entitled in respect of PF

Interest films are based solely on gross receipts without regard

to net proceeds. The Distribution Agreements provide, in

general, that gross receipts consist of all sums received by the

Distributor from the worldwide exploitation of a film.  Net

proceeds with respect to each film generally are determined by

deducting from gross receipts:

       (a)  a distribution fee equal to 17-1/2% of substantially

all of the gross receipts of the film.  The Distributor's

entitlement to this distribution fee is deferred until the Tri-

Star Joint Venture or the Partnership (in the case of Columbia's

SF Interest films) has received from the distribution of that

film an amount equal to the amount contributed (other than

interest) to produce or acquire an interest in the film;

       (b) expenses incurred in the distribution, promotion and

marketing of the film, including expenditures for prints and

advertising except that deductions for the cost of domestic

theatrical distribution of Tri-Star SF Interest films may not be

deducted beyond the sum of $6,000,000 plus 20% of the gross

receipts from the domestic theatrical release of a film; and

       (c) payments to third party participants who have a

contingent participation in the film.  The extent to which

payments to third party participants may be deducted from the

gross receipts of a film in determining net proceeds is limited

by the Distribution Agreements.

       Each Distributor reports to the Partnership or the Tri-

Star Joint Venture, as the case may be, on a quarterly basis

with respect to gross receipts and net proceeds for each film.

The Distributors make payments with respect to the SF Interest

films based on those quarterly reports when the reports are

delivered.  Under the terms of each Distribution Agreement,

payments based on gross receipts did not take into account

amounts accrued through December 31, 1986.  In addition to

distributing motion pictures produced or acquired by the Joint

Venture and the Partnership (in the case of the Columbia SF

Interest films), each Distributor distributes films in which

joint ventures between each of Columbia and TriStar and certain

other limited partnerships (the "Delphi Partnerships") own an

interest, as well as films in which neither the Partnership nor

any of the Delphi Partnerships own an interest.

Special Recoupment Payment for SF Interest Films.

       Under the terms of the Distribution Agreements, the

Partnership was entitled to a payment (a "Special Recoupment

Payment") from the Distributors in late 1996 for each SF

Interest film (an "Unrecouped Film") for which the Tri-Star

Joint Venture or the Partnership (in the case of the Columbia SF

Interest films) had not received from the distribution of that

film (or its sale) an amount equal to the total contributions to

produce or acquire an interest in the film, other than amounts

spent for payments in the nature of interest ("Cost Return").

       The Special Recoupment Payment would be payable only to

the extent of the distribution fees received by the Distributor

from the distribution of all of its SF Interest films.  The

Special Recoupment Payments to the Tri-Star Joint Venture based

on distribution fees were allocated by the Tri-Star Joint

Venture first to the Partnership to the extent necessary for the

Partnership to recoup (without interest) the amount of its

contributions to the Tri-Star Joint Venture for the production

or acquisition of the Unrecouped Films (other than contributions

for payments in the nature of interest); any excess would then

be allocated to TriStar.  If these distribution fees were

insufficient to enable a Distributor to make the Special

Recoupment Payments with respect to all of its Unrecouped Films,

gross receipts and net proceeds of each remaining Unrecouped

Film distributed by that Distributor were recalculated to

include as gross receipts in respect of that Unrecouped Film (i)

the excess, if any, of the minimum payments under its license

agreement with Home Box Office, Inc. ("HBO"), in the case of

Columbia, or the minimums determined under the agreement between

TriStar and HBO based on the formula for films that commence

principal photography in 1986, in the case of TriStar, and (ii)

certain minimum amounts in respect of video cassette and video

disc exploitation in excess of the amounts previously included

in the gross receipts of that Unrecouped Film.  Each Distributor

made a Special Recoupment Payment to the Partnership with

respect to each Unrecouped Film to the extent of the

Partnership's share of additional gross receipts or net proceeds

payable as a result of the recalculation but only up to the

amount of the unrecouped contributions (other than contributions

for payments in the nature of interest) in respect of that

Unrecouped Film.  Each Special Recoupment Payment made on the

basis of such recalculation was allocated between the

Partnership and TriStar in proportion to their respective

interests in the applicable Unrecouped Film.

       Each Distributor is entitled to recoup the Special

Recoupment Payments made to the Partnership in respect of each

Unrecouped Film, with interest calculated at 110% of the prime

rate from time to time, from the Partnership's share of

subsequent gross receipts or net proceeds of that Unrecouped

Film and from the proceeds of any sale of the Partnership's

interest in that Unrecouped Film.  In calculating the amount of

distribution fees available for the Special Recoupment Payments,

no distribution fee was deemed received by a Distributor (and

therefore no distribution fee will be deemed available for the

Special Recoupment Payment) from a film with respect to which

the most recent payment by that Distributor was based on gross

receipts or from a film that did not reach Cost Return.

       During December 1996, the Partnership received $860,000

and $16,678,000 relating to Special Recoupment Payments for the

three Columbia SF Interest films and the seventeen  Tri-Star SF

Interest films.  In February 1997, the Partnership received

additional Special Recoupment Payments totalling $1,516,000 and

$1,744,000 relating to the Columbia SF Interest films and the

Tri-Star SF Interest films, respectively.  After the February

1997 payment, the Partnership has achieved Cost Return on all

but two Columbia films and one Tri-Star Joint Venture film.  The

amount needed to achieve Cost Return for the two Columbia films

is $896,000.  It is unlikely that Cost Return will be reached

for the Columbia films.  The amount needed to achieve Cost

Return for the one Tri-Star Joint Venture film is $370,000.

However, there are four other films in the Tri-Star Joint

Venture which are expected to continue to earn distribution fees

and such fees inure to the Partnership until Cost Return is

reached on that one film.  Accordingly, it is expected that

additional Special Recoupment Payments will be made to the

Partnership such that the Partnership may achieve Cost Return

with respect to the Tri-Star Joint Venture.

Tri-Star SF Interest Bonus Film Profit Payments.

       The Partnership is entitled to receive certain bonus

profit payments with respect to the three films "Like Father,

Like Son," "Blind Date" and "Peggy Sue Got Married" (the "Bonus

Films") for which it paid no consideration (the "Bonus Film

Profit Payments").  All three SF Interest films have generated

cash payments to the Partnership.  The Film Profit Bonus

Payments are equal to 30% of the first $9,000,000 of profits to

the Partnership from its SF Interest in each of these films.

Bonus Film Profit Payments in the amounts of $13,000,     $9,000

and $81,000 were received by the Partnership in 1996, 1995 and

1994, respectively.

       Additional Bonus Film Profit Payments will be paid in

installments, without interest, and will continue on a quarterly

basis, on the basis of each Bonus Film's performance, subject to

reaching a stipulated maximum amount.

Tri-Star SF Interest Extra Film Profit Participations.

       Pursuant to the Distribution Agreement between Tri-Star

and the Tri-Star Joint Venture, the Partnership, through the Tri-

Star Joint Venture, has a net profit participation in three

extra SF Interest films (the "Extra Films").  The Partnership's

Extra Films are "Avalon", "Another You" and "Fisher King" each

of which has been released.

       The Partnership was not required to make a capital

contribution with respect to the Extra Films.  The Partnership's

profit participation (through the Tri-Star Joint Venture) with

respect to the Extra Films is equal to 10% of the net proceeds

of the Extra Film after 100% of the net proceeds of the Extra

Film exceeds 112 1/2% of its production cost.  The interest in

these Extra Films will cease should the Partnership's overall

Cash Return (as defined below) with respect to Tri-Star SF

Interest films plus any payments with respect to the Extra Films

equal 200% of the Allocated Amount.  For these purposes, "Cash

Return" is an amount equal to (a) the estimated cash payments

ultimately to be received by the Partnership from the Tri-Star

SF Interest films less (b) the Partnership's contributions for

those films in excess of the Allocated Amount and interest on

such excess.  Based on the performance of the Extra Films

through December 31, 1996, no receivable has been reflected in

the accompanying financial statements.

TriStar and Columbia License Arrangements.

       Certain of the Partnership's SF Interest films were

licensed to HBO for exhibition on its pay television services.

The Distribution Agreements provide that the gross receipts of a

film will initially be credited with respect to pay television

exhibition by HBO in an amount equal to specified percentages of

the first year's domestic theatrical gross receipts of that

film, regardless of the actual license fee payable to Columbia

or TriStar under its license agreement with HBO.  The amount

initially included in gross receipts may have been less, and in

some instances substantially less, than the amount actually

received by Columbia or TriStar under its agreement with HBO.

See the "Special Recoupment Payments" provision described above

for information concerning additional amounts that gross

receipts may be credited with in connection with pay television

exhibition by HBO.

       Columbia Pictures entered into an arrangement with CBS

Inc. ("CBS") for CBS to license for exhibition on the CBS

television network, a specified number of motion pictures from

among a specified number of groups of Columbia's motion

pictures.  The arrangement provides for CBS to pay a specified

average license fee for the motion pictures in each group

licensed by CBS.  The Partnership and Columbia Pictures have

agreed that, subject to adjustment in certain circumstances,

gross receipts for films licensed to CBS under this arrangement

would include an amount equal to the higher of the license fees

paid by CBS and the comparable fair market value for the license

rights involved for the relevant license period.  The Columbia

SF Interest films may be licensed for network television

exhibition under this arrangement.  Certain of the Tri-Star SF

Interest Films have been licensed for network television

exhibition on CBS or on other television networks on a film-by-

film basis.

       The films in which the Partnership owns an interest are

subject to agreements between each Distributor and Columbia

TriStar Home Video (formerly known as RCA/Columbia Pictures Home

Video) and Columbia TriStar Home Video (International) Inc.

(formerly known as RCA/Columbia Pictures International Video).

The Distribution Agreements provide for a specified royalty for

video cassettes and video discs regardless of the amounts

payable to TriStar or Columbia under their respective

arrangements with such joint ventures (which may exceed the

amounts includable in gross receipts).

       Many films in which the Partnership has an interest have

been licensed by their respective Distributors for exhibition on

other cable television services, independent television stations

in the United States and on foreign television stations.

Generally, these films have been made available for foreign

television exhibition and domestic independent television

exhibition approximately three and five years, respectively,

after a film's domestic theatrical release.

Tri-Star SF Interest Films.

       All 17 films in which the Tri-Star Joint Venture has an

SF Interest have been released.  Certain information concerning

these films is set forth below:

                                                  Partnership's
                                                  Approximate
                                 Initial
Percentage
       Title                            Release Date
Interest

   Let's Get Harry                                 October 1986
5%
   Peggy Sue Got Married  October 1986                5%
   Every Time We Say Goodbye                       November 1986
5%
   The Boss' Wife                                  November 1986
5%
   No Mercy                                        December 1986
18%
   Blind Date                                      March 1987
5%
   Amazing Grace and Chuck                         April 1987
25%
   Gardens of Stone                                May 1987
25%
   The Squeeze            July 1987                  25%
   Nadine                 August 1987                25%
   The Principal                                   September
1987     25%
   Like Father Like Son   September 1987             25%
   Suspect                October 1987               25%
   For Keeps                                       January 1988
5%
   Sunset                 April 1988                  5%
   The Seventh Sign                                April 1988
5%
   Sweet Hearts Dance     September 1988             23%
   In addition, the Partnership holds a l0% net profit

participation interest in the films "Avalon," "Another You" and

"Fisher King" each of which are Extra Films.  See "Tri-Star SF

Interest Extra Film Profit Participations."

Columbia SF Interest Films.

   All three of the Columbia SF Interest films have been

released. Certain information concerning these films is set

forth below:

                                                 Partnership's
                            Initial               Percentage
   Title                                         Release Date
Interest
   Armed and Dangerous    August 1986               5%
   That's Life                                   September 1986
5%
   Ishtar                                        May 1987
7.5%

PF Interest Films.

   All 22 Films in which the Partnership had an interest have

been released.  Certain information concerning these films is

set forth below:


                              Initial
      Title                   Release Date
      The Principal           September 1987
      Short Circuit 2         July 1988
      Tap                     February 1989
      Who's Harry Crumb?                         February 1989
      Chances Are             March 1989
      Slaves of New York                         March 1989
      Sing                    March 1989
      See No Evil,
        Hear No Evil          May 1989
      Loverboy                April 1989
      Casualties of War       August 1989
      Look Who's Talking                         October 1989
      Immediate Family        October 1989
      Steel Magnolias         November 1989
      Glory                   December 1989
      Family Business         December 1989
      Loose Cannons           February 1990
      Blind Fury              June 1989 (Foreign)
                              March 1990 (Domestic)
      Side Out                March 1990
      I Love You To Death                        April 1990
      The Freshman            July 1990
      Postcards From The Edge               September 1990
      Avalon                  October 1990

      With the exception of "Casualties of War," "Immediate

Family" and "Postcards From The Edge," which are each Columbia

PF Interest Films, the films set forth above are Tri-Star PF

Interest Films.

      All of the Partnership's SF Interest films and PF Films

have been theatrically released both domestically and in foreign

markets.  In addition, substantially all of the Partnership's SF

Interest films have been made available on video cassettes and

have been exhibited on pay television.  Certain of the

Partnership's SF Interest films and PF Films have been exhibited

on network television and certain of these films are currently

under license for domestic syndicated television exhibition and

foreign television exhibition.  See "Distribution of Films."

Competition.

      Competition in the motion picture industry is intense,

both in theatrical distribution as well as in the ancillary

markets where most of the Partnership's films are now being

distributed.  All of the "major" studios and independent

distribution companies are distributing films that compete for

the attention of purchasers of product for these ancillary

markets which include pay cable television, home video, network

television exhibition, and syndicated television exhibition both

foreign and domestic.  The Partnership's films compete in many

of these markets not only with films that were released

contemporaneously, but also with many films that were released

in prior and subsequent years.  The level of theatrical success

that a film enjoyed is often an important factor with respect to

results achieved in these ancillary markets.

Employees.

      The Partnership has no employees.  The General Partner,

however, retains the services of Magera Management Corporation

("Magera") to provide operational and financial services to it.

See Item l0 "Directors and Executive Officers of the Partnership-

Operational and Financial Services."  Magera has seven employees

who perform services for the General Partner and for the general

partners of other private and public limited partnerships,

including the other Delphi Partnerships.

Item 2.                 Properties.

      The executive offices of the Partnership and the General

Partner are located at 666 Third Avenue, New York, New York

10017.  The Partnership pays no rent.

Item 3.                 Legal Proceedings.

      None.

Item 4.                 Submission of Matters to a Vote of

Security Holders.

      None.

<PAGE>

                           PART II.
Item 5.    Market for the Registrant's Common Equity and
       Related Security Holder Matters.

       An established public market for the Partnership's Units

does not now exist, and it is not anticipated that such a market

will develop in the future.  Accordingly, accurate information

as to the market value of a Unit at any given date is not

available.

       As of March 15, 1997, there were approximately 4,800

holders of record of limited partnership units of the

Partnership.

       Beginning with the December 1994 client account

statements, Merrill Lynch, Pierce, Fenner & Smith Incorporated

("Merrill Lynch") implemented new guidelines for providing

estimated values of limited partnerships and other direct

investments reported on client account statements.  As a result,

Merrill Lynch no longer reports general partner estimates of

limited partnership net asset value on its client account

statements, although the Partnership may continue to provide its

estimate of net asset value to Unit holders.  Pursuant to the

guidelines, estimated values for limited partnership interests

originally sold by Merrill Lynch (such as the Partnership's

Units) will be provided two times per year to Merrill Lynch by

independent valuation services.  The estimated values will be

based on financial and other information available to the

independent services on (1) the prior August l5th for reporting

on December year-end and subsequent client account statements

through the following May's month-end client account statements

and on (2) March 31st for reporting on June month-end and

subsequent client account statements through the November month-

end client account statements of the same year.  Merrill Lynch

clients may contact their Merrill Lynch Financial Consultants or

telephone the number provided to them on their account

statements to obtain a general description of the methodology

used by the independent valuation services to determine their

estimates of value.  The estimated values provided by the

independent services and the Partnership's current net asset

value are not market values and Unit holders may not be able to

sell Units or realize either amount upon a sale of their Units.

In addition, Unit holders may not realize the independent

estimated value or the Partnership's current net asset value

amount upon the liquidation of the Partnership's assets over its

remaining life.

Cash Distributions.

       Cash distributions attributable to revenue received by

the Partnership from PF Films commenced in December of 1987.

Cash distributions attributable to revenue received by the

Partnership from SF Interests commenced in September 1989.

       The following chart sets forth the cash distributions

made by the Partnership through March 27, 1997:

       Year                                      Amount Per Unit
       1987                                          $ 245
       1988                                             245
       1989                                             270
       1990                                             270
       1991                                             330
       1992                                             840
       1993                                             275
       1994                                             245
       1995                                             245
       1996                                                 0
       1997    (through March 27)                    3,135
       Total                                       $6,100

       Accordingly, as of March 27, 1997, the limited partners

have received cash distributions in excess of their original

investment in the Partnership.



<PAGE>
<TABLE>
<CAPTION>
Item 6.    Selected Financial Data.


                (000's omitted except for per unit information)

                                                               Year
Ended December 31
                         1996             1995   1994         1993
1992
<S>                                              <C>
<C>        <C>               <C>                 <C>
Net revenue from
  motion pictures
  released (1):                               $         9
$      17     $        8          $     68             $      35
Share of profit
   in motion
  picture venture:                          $  2,738       $ 1,156
$    609          $ 1,420           $  3,814
Net profit:                                           $  1,961
$    788     $    208          $    905           $  3,312
Net profit
  per unit:                                        $       58
$       62    $       16         $       71           $      260
Total assets:                              $43,249        $41,311
$43,653         $46,590     $ 49,150
Total liabilities:                            $38,193       $
53    $       63         $       88           $        50
Paid and accrued cash
  distributions per unit:       $  2,900   $     245    $     245
$     275           $      840

(1)  The Partnership's interest in the Tri-Star Joint Venture is
not included in Operating Revenue as it is accounted for by the
equity method.
</TABLE>

Item 7.    Management's Discussion and Analysis of Financial
       Condition and Results of Operations.
       1.  Liquidity and Capital Resources.

       The Partnership has satisfied its commitment to

contribute funds to the Tri-Star Joint Venture and to Columbia

for the production of, and acquisition of SF Interests in films.

In addition, the Partnership has satisfied its commitment to

contribute funds to the Tri-Star Joint Venture for PF Interests

in films.  As of December 31, 1996, the Partnership held cash of

approximately $187,000 and short-term investments of

approximately $39,262,000.  Short-term investments consist

solely of U.S. government securities.



       The Partnership has begun evaluating the value of its

interest in the film assets for the purpose of possibly selling

that interest and liquidating the Partnership.  The General

Partner anticipates that the Partnership may be liquidated in

1998.  No assurance can be provided that the film assets will be

sucessfully sold, or if sold, when such sale would occur.  Upon

the ultimate sale of the film assets, the Partnership will

commence taking steps to dissolve and liquidate.  Cash

distributions as a result of the liquidation may be made to the

partners to the extent, and only to the extent, the proceeds

from a sale of the Partnerships' interest in the film assets in

connection with the liquidation are in excess of the

Distributors' entitlement to the recoupment described above and

a reserve for the Partnership's remaining obligations and

operating expenses.

       Since the Partnership's obligations to make contributions

to the Joint Venture for the production of, and acquisition of

interests in, films have been satisfied, all revenue received by

the Partnership (for other than Unrecouped Films) is used to pay

operating expenses of the Partnership and to make cash

distributions to partners.  The Partnership does not anticipate

significant future revenues and accordingly, the Partnership

does not currently anticipate making cash distributions to

partners on a quarterly basis.  However, the Partnership may

make future distributions if it realizes proceeds from its

interest in other than Unrecouped Films.  On December 31, 1996 a

distribution was declared by the General Partner in the amount

of $2,900 per unit for all limited partners of record as of that

date.  In accordance with the Partnership Agreement as a result

of this declared distribution, the General Partner was entitled

to receive a total of approximately $1,594,000 which amount

includes its entitlement to distributions after Capital Return

as defined and discussed below (see Item 11 Executive

Compensation).

       2.  Results of Operations.

       The Partnership's operating results are primarily

dependent upon the operating results of the Tri-Star Joint

Venture's films and films owned directly and are significantly

impacted by the Tri-Star Joint Venture's and Columbia's

policies.

       The performance of each film where net proceeds

determines the amount of revenue recognized is based upon the

amount expended for production and other costs associated with a

film and the gross receipts generated by a film.  The amount and

timing of gross receipts generated by each film is dependent

upon the degree of acceptance by the consumer public and the

particular ancillary market in which the film is then being

exhibited.

       Amounts contributed toward each film are compared

periodically to the expected total revenue to be generated for

that film, and write-downs may occur to the extent the amounts

invested exceed the expected total revenue for that film.

       Additionally, the Tri-Star Joint Venture and the

Partnership may record income with respect to Special Recoupment

Payments, to the extent available, which may allow it to recover

its investment in SF Interest films.

       For the year ended December 31, 1996, the Tri-Star Joint

Venture had a net profit of which the Partnership's share was

approximately $2,738,000 and the Partnership had an overall net

profit of approximately $1,961,000.  The variance between the

Partnership's share of the Tri-Star Joint Venture's net profit

and the Partnership's net profit for the year ended December 31,

1996 was attributable to the Partnership's total expenses and

the recapture of the Special Recoupment Payments, partially

offset by interest income and revenues generated by films in

which the Partnership holds an interest directly.  The

Partnership's share of the net profit reported by the Tri-Star

Joint Venture was due primarily to the Special Recoupment

Payments and related interest income and the profitable results

of certain PF Interest films offset, in part, by interest

expense related to the Acceleration Payments.

       For the year ended December 31, 1995, the Tri-Star Joint

Venture had a net profit of which the Partnership's share was

approximately $1,156,000 and the Partnership had an overall net

profit of approximately $788,000.  The variance between the

Partnership's share of the Tri-Star Joint Venture's net profit

and the Partnership's net profit for the year ended December 31,

1995 was attributable to the Partnership's total expenses

(including amortization of the Partnership's direct interest in

motion pictures), partially offset by the accrual of the Special

Recoupment Payments, revenues generated by films in which the

Partnership holds an interest directly and interest income.  The

Partnership's share of the net profit reported by the Tri-Star

Joint Venture was due primarily to interest income related to

the accrual of the Special Recoupment Payments and the

profitable results of certain films offset, in part, by interest

expense related to the Acceleration Payments and the recapture

of the Special Recoupment Payments.

       For the year ended December 31, 1994, the Tri-Star Joint

Venture had a net profit of which the Partnership's share was

approximately $609,000 and the Partnership had an overall net

profit of approximately $208,000.  The variance between the

Partnership's share of the Tri-Star Joint Venture's net profit

and the Partnership's net profit for the year ended December 31,

1994 was attributable to the Partnership's total expenses

(including amortization of the Partnership's direct interest in

motion pictures), partially offset by the accrual of the Special

Recoupment Payments, interest income and revenues generated by

films in which the Partnership holds an interest directly.  The

Partnership's share of the net profit reported by the Tri-Star

Joint Venture was due primarily to interest income related to

the accrual of Special Recoupment Payments and the profitable

results of certain PF Interest films offset, in part, by

expenses related to foreign exchange losses and by interest

expense related to the Acceleration Payments and the recapture

of the Special Recoupment Payments.

       The decrease in the Special Recoupment Payments accrued

for the year ended December 31, 1996 as compared with the prior

year was primarily due to the recapture of  Special Recoupment

Payments of $200,000.  The increase in the Special Recoupment

Payments accrued for the year ended December 31, 1995 as

compared with the prior year is primarily due to the shortening

of the discount period in 1994.

       The Partnership reports net revenues from motion picture

exploitation for the three films in which it owns interests

directly. The decrease in net revenues for the year ended

December 31, 1996 as compared with the prior year is due

primarily to lower syndicated television revenues accrued in

1996.  The increase in net revenues for the year ended December

31, 1995 as compared with the prior year is due primarily to an

increase in the accrual of syndicated television revenues in

1995. The decrease in amortization of the Partnership's direct

interest in motion pictures for the year ended December 31, 1996

as compared with the prior year is due primarily to a decrease

in net revenues from motion picture exploitation.  The

amortization of the Partnership's direct interest in motion

pictures for the year ended December 31, 1995 as compared with

the prior year is unchanged.

       The increase in interest income for the years ended

December 31, 1996 and 1995 as compared with the corresponding

periods in 1995 and 1994 was due primarily to more funds being

available for short-term investments as well as higher interest

rates earned on short-term investments during 1996 and 1995.

       The increase in total expenses for the year ended

December 31, 1996 and 1995 as compared with the prior years

(exclusive of amortization of the Partnership's direct interest

in motion pictures) is due primarily to an increase in Operating

Expenses.  The increase in Operating Expenses is primarily

attributable to an increase in professional fees.

       The Partnership does not believe that the impact of

inflation on the results of its operations has been material.

Item 8.    Financial Statements and Supplementary Data.

       See the financial statements set forth in Item 14 of this

annual report.

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

       None.
<PAGE>

                           PART III.

Item 10.   Directors and Executive Officers of the Partnership.

       The General Partner of the Partnership is ML Delphi

Partners, L.P., a Delaware limited partnership formed in January

1987 between ML Film Entertainment Inc. ("ML Film"), a Delaware

corporation, and a wholly-owned subsidiary of ML Leasing

Equipment Corp. (which is an indirect wholly-owned subsidiary of

Merrill Lynch & Co., Inc., and the successor in interest to

Merrill Lynch Leasing Inc. and Merlease Leasing Corp.) and an

affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated

("Merrill Lynch"), its general partner, and Delphi Film

Services, its sole limited partner.  ML Delphi Partners, L.P. is

the successor to ML Delphi Partners, a New York general

partnership between ML Film and Delphi Film Services, which was

the general partner of the Partnership from June 1986 through

December 1986.  Since the Partnership's inception, ML Film has

been the managing partner of the Partnership's General Partner.

Set forth below is certain information regarding the current

management of the General Partner.

ML Film.

The executive officers and directors of ML Film are:

Kevin K. Albert . . . . .   President, Director
Robert F. Aufenanger.   Executive Vice President, Director
Steven N. Baumgarten.  Vice President, Director
Michael E. Lurie. . . . .   Vice President, Director
Diane T. Herte    . . . . .   Treasurer

       Kevin K. Albert, 44, a Managing Director of Merrill

Lynch Investment Banking Group ("ML Investment Banking"),

joined Merrill Lynch in 1981.  Mr. Albert works in the

Equity Private Placement Group and is involved in

structuring and placing a diversified array of private

equity financings including common stock, preferred stock,

limited partnership interests and other equity related

securities.  Mr. Albert is also a director of  ML Media

Management Inc. ("ML Media"), an affiliate of ML Film and a

joint venturer of Media Management Partners, the general

partner of ML Media Partners, L.P.; a director of ML

Opportunity Management Inc. ("ML Opportunity"), an affiliate

of ML Film and a joint venturer in Media Opportunity

Management Partners, the general partner of ML Media

Opportunity Partners, L.P.; a director of ML Mezzanine II

Inc. ("ML Mezzanine II"), an affiliate of ML Film and the

general partner of the managing general partner of ML Lee

Acquisition Fund II, L.P. and ML Lee Acquisition Fund

(Retirement Accounts) II, L.P.; a director of ML Mezzanine

Inc. ("ML Mezzanine"), an affiliate of ML Film and the

general partner of the managing partner of ML Lee

Acquisition Fund, L.P.; a director of Merrill Lynch Venture

Capital Inc. ("ML Venture"), an affiliate of ML Film and the

general partner of the Managing General Partner of ML

Venture Partners II,L.P. ("Venture II"), and ML Oklahoma

Venture Partners Limited Partnership ("Oklahoma"); and a

director of Merrill Lynch R&D Management Inc. ("ML R&D"), an

affiliate of ML Film and the general partner of the Managing

General Partner of ML Technology Ventures, L.P.  Mr. Albert

also serves as an independent general partner of Venture II.

       Robert F. Aufenanger, 43, a Vice President of Merrill

& Co. Corporate Credit and a Director of the Partnership

Management Department, joined Merrill Lynch in 1980.  Mr.

Aufenanger is responsible for the ongoing management of the

operations of the equipment, real estate and project related

limited partnerships for which subsidiaries of ML Leasing

Equipment Corp. and Merrill Lynch, Hubbard Inc., affiliates

of Merrill Lynch, are general partners.  Mr. Aufenanger is

also a director of ML Media, ML Opportunity, MLH Real

Estate, Inc., an affiliate of ML Film and the general

partner of the Associate General Partner of ML/EQ Real

Estate Portfolio, L.P., MLH Property Managers Inc., an

affiliate of ML Film and the Managing General Partner of MLH

Income Realty Partnership VI, ML Venture, ML R&D, ML

Mezzanine, and ML Mezanine II.

       Steven N. Baumgarten, 41, a Vice President of Merrill

Lynch & Co. Corporate Credit, joined Merrill Lynch in 1986.

Mr. Baumgarten shares responsibility for the ongoing

management of the operations of the equipment and project

related limited partnerships for which subsidiaries of ML

Leasing Equipment Corp., an affiliate of Merrill Lynch, are

general partners.

       Michael E. Lurie, 53, a First Vice President of

Merrill Lynch & Co. Corporate Credit and the Director of the

Asset Recovery Management Department, joined Merrill Lynch

in 1970.  Prior to his present position, Mr. Lurie was the

Director of Debt and Equity Markets Credit responsible for

the global allocation of credit limits and the approval and

structuring of specific transactions relating to debt and

equity products.  He also served as Chairman of the Merrill

Lynch International Bank Credit Committee.  Mr. Lurie is

also a director of ML Media, ML Opportunity, ML Venture and

ML R&D.

       Diane T. Herte, 36, a Vice President of Merrill Lynch

& Co. Investment Banking Group since 1996 and previously an

Assistant Vice President of Merrill Lynch & Co. Corporate

Credit Group since 1992, joined Merrill Lynch in 1984.  Ms.

Herte's responsibilities include controllership and

financial management functions for certain partnerships for

which subsidiaries of  Merrill Lynch are the general

partner.

       Mr. Aufenanger is an executive officer of Mid-Miami

Diagnostics Inc. ("Mid-Miami Inc.").  On October 28, 1994

both Mid-Miami Inc. and Mid-Miami Diagnostics, L.P. filed

voluntary petitions for protection from creditors under

Chapter 7 of the United States bankruptcy Code in the United

States Bankruptcy Court for the Southern District of New

York.

       Merrill Lynch was a co-managing underwriter of the

initial public offering of Sony Pictures Entertainment Inc.

("SPE") (then known as "Tri-Star Pictures, Inc.") securities

and of several subsequent public offerings of additional SPE

securities.  In addition, an affiliate of the Managing

Partner serves as a manager for certain film financing

transaction conducted on behalf of SPE in Japan.  Therefore,

ML Film and its affiliates could have interests that may

conflict with those of the Partnership.

       Merrill Lynch, or an affiliate, has served as a

selling agent for the public offerings of units in each of

the Delphi Partnerships.

Operational and Financial Services.

       To assist it in the performance of its duties, the

General Partner has engaged Magera, subject to the direction

and supervision of the General Partner, to provide

operational and financial services which are provided at no

additional cost to the Partnership for each year for which

there is a management fee.  Magera is owned by Richard M.

Mason and Aaron German.  Mr. Mason, the sole shareholder of

Goshen Services, Inc. (which is a partner of Delphi Film

Services, the sole limited partner of the General Partner)

and the Chairman of Magera, and Mr. German, the President of

Magera, also previously acted as consultants to SPE.  Magera

also provides operational and financial services to the

general partners of other private and public limited

partnerships, including the other Delphi Partnerships, and

serves as a consultant to others engaged in the

entertainment industry.

Item 11.   Executive Compensation.

       The General Partner was paid a management fee of

approximately $569,000 for 1996.  The General Partner is

responsible for payments to all personnel employed by it,

office and travel expenses and other matters relating to the

administration of the Partnership.  The General Partner does

not, however, bear the expense of professional fees rendered

on behalf of the Partnership, such as legal fees and fees to

certified public accountants which are paid directly by the

Partnership.  In addition, the General Partner is being

reimbursed for out-of-pocket expenses with respect to

administering the Partnership and reporting to partners.

For years beginning after 1996 there will be no fixed

management fee.  In that regard, the General Partner, on

behalf of the Partnership, has retained Magera to provide

those services to the Partnership for years after 1996.

       As set forth in the Partnership Agreement, until the

year prior to the limited partners  receiving total

distributions equal to their capital contributions (the

"Capital Return"), they  receive 99% of, and the General

Partner receives 1% of, all cash distributions. Beginning

with the year in which Capital Return is reached and until

the limited partners have received total cash distributions

equal to 150% of Capital Return, the General Partner, in

addition to receiving distributions in respect of 1%

interest for which it has paid, is entitled to receive

distributions in amounts equal to 10% of all further cash

distributions made.  With the distributions accrued in

December 1996 the limited partners reached Capital Return

and in accordance with these provisions, the General Partner

received $1,224,000 representing its 10% distribution.  If

the limited partners receive total distributions equal to

150% of Capital Return, which is not expected, the General

Partner, in addition to receiving distributions in respect

of the 1% interest for which it has paid, will be entitled

to receive distributions in amounts equal to 15% of all

further cash distributions made.

       Prior to the year in which Capital Return is reached,

income was allocated 99% to the limited partners and 1% to

the General Partner.  Once Capital Return is reached,

allocations of income are based on the aggregate prior

allocations of income and losses, the aggregate prior cash

distributions and cash available for distribution.


Item 12.   Security Ownership of Certain Beneficial Owners
and
       Management

       To the best of the knowledge of the Partnership, no

person beneficially owns in excess of 5% of the limited

partnership units of the Partnership.

       To the best of the knowledge of the Managing Partner, as

of March 1, 1997, no person is the beneficial owner of 5% or

more of the outstanding common stock of Merrill Lynch.

Item 13.   Certain Relationships and Related Transactions.

       The Partnership's operations relating to the ownership

and exploitation of films involve Columbia or TriStar.  See Item

1 "Business."

       The General Partner is entitled to a portion of cash

distributions to partners.  The General Partner of the

Partnership is affiliated with the general partners of other

Delphi Partnerships all of which are limited partnerships

similar to the Partnership.

<PAGE>

                           PART IV.
                               
Item 14.   Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K.


 (a)(1)    Financial Statements:

               ML Delphi Premier Partners, L.P.

       Independent Auditors' Report

       Balance Sheets at December 31, 1996 and 1995

       Statements of Operations for the Years Ended
         December 31, 1996, 1995 and 1994

       Statements of Cash Flows for the Years Ended
         December 31, 1996, 1995 and 1994

       Statements of Changes in Partners' Capital
         for the Years Ended December 31, 1996,
         1995 and 1994

       Notes to Financial Statements

            Tri-Star-ML Delphi Premier Productions

       Report of Independent Accountants

       Balance Sheets at December 31, 1996
         and 1995

       Statements of Operations for the Years Ended
         December 31, 1996, 1995 and 1994

       Statements of Cash Flows for the Years Ended
         December 31, 1996, 1995 and 1994

       Statements of Venturers' Capital for the
         Years Ended December 31, 1996, 1995 and 1994

       Notes to Financial Statements

(a)(2) Financial Statement Schedules:

          No financial statement schedules have been filed as
       part of

       this report as none are required.
<TABLE>
<CAPTION>
(a)(3) Exhibits
Exhibit No.
       <S>                                   <C>
       Amended and Restated Agreement
         of Limited Partnership (1)
4.l

       Production Credit Agreement dated
         as of January 18, 1988 (2)
4.2(a)

       Amendment No. 1 to the Production
         Credit Agreement dated as of March 1, 1988 (3)
4.2(b)

       Tri-Star Joint Venture Agreement (1)
l0.1

       Product Origination
         Agreements (1)
l0.2

       Distribution Agreements (1)
l0.4

       Agreement dated June 13, 1989 between
         ML Delphi Premier Partners, L.P.
         and Columbia Pictures Entertainment, Inc. (4)
10.5

       Financial Data Schedule                              27
</TABLE>

       (1)  Incorporated by reference to the Partnership's
registration statement No. 33-6489, as amended, on file with the
Securities and Exchange Commission.

       (2)  Incorporated by reference to the Partnership's Form
10-K
for the year ended December 31, 1987 on file with the Securities
and Exchange Commission.

       (3)  Incorporated by reference to the Partnership's Form
10-K for the year ended December 31, 1988 on file with the
Securities and Exchange Commission.

       (4)  Incorporated by reference to the Partnership's Form
10-K for the year ended December 31, 1989 on file with the
Securities and Exchange Commission.

(b)    Reports on Form 8-K.

       No reports on Form 8-K were filed during the last quarter

of the Partnership's fiscal year ended December 31, 1996.

(c)    Exhibits.

       The Exhibits required by Item 601 of Regulation S-K are

submitted as a separate section following the Partnership's

financial statements.

(d)    Financial Statement Schedule.

       No financial statement schedules have been filed as part

of this report as none are required.

<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.

       Dated: March 27, 1997         ML DELPHI PREMIER PARTNERS,
L.P.
                                           By:  ML DELPHI
PARTNERS, L.P.
                                    General Partner
                                           By:  ML Film
Entertainment Inc.,
                                    General Partner

                                    /s/ Kevin K. Albert
                                    (Kevin K. Albert)
                                    President

       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.

Signature                  Title                     Date

/s/ Kevin K. Albert     Director and President of      March 27, 1997
(Kevin K. Albert)       the general partner
                    of the General Partner
                    (principal executive
                    officer of the Registrant)

/s/ Robert F. Aufenanger           Director and Executive Vice
March 27, 1997
(Robert F. Aufenanger)             President of the general
                    partner of the General Partner

/s/ Steven N. Baumgarten           Director and Vice President
March  27, 1997
(Steven N. Baumgarten)  of the Managing Partner
                    of the General Partner

/s/ Michael E. Lurie               Director and Vice President
March 27, 1997
(Michael E. Lurie)      of the Managing Partner
                    of the General Partner

/s/ Diane T. Herte      Treasurer of the general  March  27, 1997
(Diane T. Herte)                   partner of the General Partner
                    (principal financial
                    officer and principal
                    accounting officer of the
                    Registrant)
                         EXHIBIT INDEX


Page Reference

in Sequentially

Numbered Copy

               4.1     Amended and Restated Agreement
                         of Limited Partnership*

       4.2(a)  Production Credit Agreement
                         dated as of January 18, 1988*

       4.2(b)       Amendment No. 1 to the Production
                 Credit Agreement dated as of
                 March 1, 1988*

       l0.l         Tri-Star Joint Venture Agreement*

               l0.2    Product Origination Agreements*

               l0.4    Distribution Agreements*

       10.5         Agreement dated June 13, 1989 between
                 ML Delphi Premier Partners, L.P.
                 and Columbia Pictures Entertainment, Inc.*

        27     Financial Data Schedule



<PAGE>
                 INDEPENDENT AUDITORS' REPORT

The Partners
ML Delphi Premier Partners, L.P.:

We have audited the accompanying balance sheets of  ML Delphi
Premier Partners, L.P. (a Delaware Limited Partnership) as of
December 31, 1996 and 1995, and the related statements of
operations, cash flows and changes in partners' capital for
each of the years in the three-year 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  ML Delphi Premier Partners, L.P. (a Delaware
Limited Partnership) at December 31, 1996 and 1995, and the
results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 1996 in
conformity with generally accepted accounting principles.



                              KPMG PEAT MARWICK LLP


New York, New York
March 27, 1997


<PAGE>
               ML DELPHI PREMIER PARTNERS, L.P.
               (A Delaware Limited Partnership)
                               
                        BALANCE SHEETS
                        (000's Omitted)
<TABLE>
<CAPTION>
                                                      December
31,
                                            
                                1996        1995
                                
<S>                             <C>         <C>
ASSETS                                                
Cash                                     $           $
                                       187         714
Short-Term Investments (Note 2)     39,262         588
Receivable from Tri-Star-ML                           
Delphi Premier
  Productions, net (Note 4)          2,179      37,301
Receivable from Columbia                              
Pictures
  (Distributor) (Note 2)               103         110
Interests in Motion Pictures                          
Released, net of
   accumulated amortization of                        
$11,527 and
    $11,527, respectively (Note          2           2
2)
Interest in Motion Picture                            
Venture-Tri-Star-
     ML Delphi Premier                  --          20
Productions
      (Notes 2 & 4)                                   
Motion Picture Costs                                  
Recoverable from
     Special Recoupment                               
Payments
      (Notes 2 & 5)                                   
                                     1,516       2,576
                                                      
                     Total               $           $
Assets                              43,249      41,311
                                                      
LIABILITIES AND PARTNERS'                             
CAPITAL
                                                      
Liabilities:                                          
  Accrued Expenses and Accounts          $           $
Payable                                 30          53
  Distribution Payable (Note 9)                       
                                    38,163          --
                      Total                           
Liabilities                         38,193          53
                                                      
Partners' Capital (Notes 1 &                          
9):
  General Partner                      123         486
  Limited Partners                                    
                                     4,933      40,772
                                                      
                       Total                          
Partners' Capital                    5,056      41,258
                       Total                          
Liabilities and Partners'
                                         $           $
Capital                             43,249      41,311
      See accompanying notes to the financial statements.

</TABLE>

<PAGE>
               ML DELPHI PREMIER PARTNERS, L.P.
               (A Delaware Limited Partnership)
                               
                   STATEMENTS OF OPERATIONS
          (000's Omitted, except net profit per unit)

<TABLE>
<CAPTION>
                                For the Year Ended December
31,

1996            1995        1994
<S>                           <C>    <C>      <C>
Net Revenue from Motion                            
Pictures
    Released (Note 2)              $      $       $
                                   9     17       8
Special Recoupment Payment                         
     (Recapture) Accrual       (200)    203     186
(Note 5)
Interest Income                                    
                                  76     69      47
                                                   
                               (115)    289     241
Expenses:                                          
    Management Fee               569    569     569
    Amortization of                                
Interests in  Motion
       Pictures Released          --      1       1
(Note 2)
    Operating Expenses                             
                                  93     87      72
                                                   
                                 662    657     642
                                                   
Loss before Share of Profit                        
in Motion
  Picture Venture              (777)  (368)   (401)
Share of Profit in Motion                          
  Picture Venture--Tri-Star-                       
ML Delphi
  Premier Productions (Notes                       
2 & 4)                         2,738  1,156     609
                                                   
Net Profit                         $      $       $
                               1,961    788     208
                                                   
Net Profit Per Unit of                             
Limited
   Partnership Interest            $      $       $
(12,610) units                    58     62      16

                               
      See accompanying notes to the financial statements.

</TABLE>
<PAGE>
                               
                               
               ML DELPHI PREMIER PARTNERS, L.P.
               (A Delaware Limited Partnership)
                   STATEMENTS OF CASH FLOWS
                        (000's Omitted)
<TABLE>
<CAPTION>

For the Year Ended December 31,

1996                  1995             1994
<S>
<C>                 <C>                  <C>
Cash Flow From Operating                                    
Activities:
Net Profit                               $        $        $
                                     1,961      788      208
Adjustments to reconcile Net                                
Profit to net cash
   provided by operating                                    
activities:
    Amortization of Interests in                            
Motion Pictures
      Released                          --        1        1
    Share of Profit in Motion      (2,738)  (1,156)    (609)
Picture Venture
    Distributions from Joint         2,758    1,175      754
Venture
    Changes in Assets and                                   
Liabilities:
        Decrease (Increase) in                              
Motion Picture Costs
          Recoverable from                                  
Special Recoupment
            Payments                 1,060    (203)    (186)
        Decrease in Receivable                              
from Columbia
           Pictures (Distributor)        7        3       23
        Decrease in Receivable                              
from Tri-Star-ML
            Delphi Premier          35,122    2,299    3,168
Productions, net
         Decrease in Accrued                                
Expenses and
            Accounts Payable                                
                                      (23)     (10)     (25)
        Net Cash Provided by                                
Operating Activities                38,147    2,897    3,334
Cash Flow From Investing                                    
Activities:
Purchases of Short-Term            (42,149  (1,671)  (2,181)
Investments                              )
Redemptions of Short-Term                                   
Investments                          3,475    1,985    1,958
       Net Cash (Used) Provided                             
by Investing
           Activities                                       
                                   (38,674      314    (223)
                                         )
Cash Flow from Financing                                    
Activities:
Distributions to Partners                                   
                                        --  (3,120)  (3,120)
       Net Cash Used by Financing                           
Activities                              --  (3,120)  (3,120)
 (Decrease) Increase In Cash and                            
Cash
   Equivalents                       (527)       91      (9)
Cash at beginning of year                                   
                                       714      623      632
Cash at end of year                      $        $        $
                                       187      714      623
      See accompanying notes to the financial statements.
</TABLE>
<PAGE>
               ML DELPHI PREMIER PARTNERS, L.P.
                (A Delaware Limited Partnership)

          STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
     FOR THE YEARS ENDED DECEMBER 3l, 1996, 1995 AND 1994
        (000's Omitted, except distributions per unit)

<TABLE>
<CAPTION>
                                   General            Limited
Total
<S>                           <C>               <C>
<C>
Balance January 1, 1994              $         $         $
                                   538    45,964    46,502
                                                          
Net Profit for the Year                                   
Ended
  December 31, 1994                  2       206       208
                                                          
Distributions to Partners                                 
($245 per unit)                   (31)   (3,089)   (3,120)
                                                          
Balance December 31, 1994          509    43,081    43,590
                                                          
Net Profit for the Year                                   
Ended
  December 31, 1995                  8       780       788
                                                          
Distributions to Partners                                 
($245 per unit)                   (31)   (3,089)   (3,120)
                                                          
Balance December 31, 1995          486    40,772    41,258
                                                          
Net Profit for the Year                                   
Ended
  December 31, 1996              1,231       730     1,961
                                                          
Distributions to Partners                                 
($2,900 per unit)              (1,594)  (36,569)  (38,163)
                                                          
Balance December 31, 1996            $         $         $
                                   123     4,933     5,056



      See accompanying notes to the financial statements.

</TABLE>
<PAGE>
               ML DELPHI PREMIER PARTNERS, L.P.
               (A Delaware Limited Partnership)


                 NOTES TO FINANCIAL STATEMENTS



1.  General

   ML Delphi Premier Partners, L.P. (the "Partnership") is a

limited partnership which was formed to participate in the

production, ownership, acquisition of interests in and

exploitation of feature length motion pictures.  The Partnership

was organized under the laws of the State of Delaware on

June 12, 1986.  ML Delphi Partners, L.P., a Delaware limited

partnership (the "General Partner"), is the general partner of

the Partnership.  The General Partner, which has the full

responsibility for the management of the Partnership's business,

received a fee for its management services of $569,000 in l996,

l995 and 1994.  A public offering (the "Offering") of limited

partnership interests in the Partnership was completed on

December 23, 1986.  A total of 12,610 units at $5,000 per unit

were sold.

   A substantial portion of the business of the Partnership is

the production, ownership, acquisition of interests in and

exploitation of motion pictures through its participation in the

Joint Venture (as hereinafter defined.)  Accordingly, the

Partnership's operating results are in large part dependent upon

the operating results of the Joint Venture, and are

significantly impacted by the Joint Venture's policies (see Note

4).

   The General Partner contributed $637,000, an amount equal to

l% of the total capital contributions, to the Partnership.

Profits and losses are allocated  to the General Partner and to

the limited partners in accordance with the Partnership

Agreement (see Note 9).

   The Partnership (a) has acquired Preferred Film ("PF")

Interests in films through Tri-Star-ML Delphi Premier

Productions (the "Joint Venture"), a joint venture with TriStar

Pictures, Inc. (formerly Tri-Star Pictures, Inc.) ("TriStar"),

with returns based on gross receipts of those films and (b) has

acquired Single Film ("SF") Interests in films through the Joint

Venture with returns generally based on the net proceeds of

those films or upon certain gross receipts if it would result in

a greater amount.  In addition, SF Interests have been acquired

in three films released by Columbia Pictures, a division of

Columbia Pictures Industries, Inc. (the "Columbia Distributor").



2.  Summary of Significant Accounting Policies

   (a)  Short-Term Investments

   Short-Term Investments consist solely of U.S. government

securities which are stated at cost plus accrued interest, which

approximate market value.

   (b)  Accounting for Participation in Tri-Star-ML Delphi
Premier Productions
   The Partnership records its investment in the Joint Venture

under the equity method of accounting.

   (c) Interests in Motion Pictures Released and Amortization

   Interests in Motion Pictures Released include the

Partnership's share of the direct costs of production of certain

films plus an overhead charge equivalent to 12.5% of the direct

production costs.  In addition, advertising expenditures which

benefit future periods were capitalized as incurred by the

Partnership and are included in Interests in Motion Pictures

Released.

   The Partnership's interests in motion pictures are amortized

based on net revenues recognized in proportion to the

Partnership's estimate of ultimate net revenues to be received.

Unamortized amounts are compared with net realizable value on a

film by film basis, and losses are recognized to the extent of

any excess of costs over net realizable value with respect to

each film.

   However, should losses be indicated for films, the Special

Recoupment Payments described in Note 5, to the extent

available, are accrued as Motion Picture Costs Recoverable from

Special Recoupment Payments.

   Columbia agreed to compensate the Partnership for the

unavailability to it of an investment tax credit with respect to

one of the films in which the Partnership has a direct ownership

interest by making a payment to the Partnership in l987 of

$85,000.  This amount is equal to approximately one and one-half

times the investment tax credit applicable to the Partnership's

interest in that film.  This payment results in a reduction in

the account, Interests in Motion Pictures Released, in the

accompanying financial statements.

   (d) Recognition of Revenue for Motion Pictures Released

   Net revenues from the Columbia Distributor with respect to SF

Interest motion pictures released in which the Partnership has

an interest are recognized on an accrual basis.  Net revenues

consist of: (a) the portion of net proceeds (gross receipts less

a distribution fee, unless deferred, and other distribution and

releasing costs) or, if greater, a percentage of gross receipts

accrued payable to the Partnership under the distribution

agreement, plus, (b) the portion of gross receipts accrued (not

in excess of the advertising expenditures for the films, subject

to certain limitations, plus an amount intended to approximate

the cost of funds incurred by the Partnership in connection with

its advertising obligation).  However, certain advances received

by the Columbia Distributor which are includable in gross

receipts under the distribution agreement are not reflected in

the calculation of net revenues until those advances are earned.

       (e)     Receivable from Columbia Pictures (Distributor)

   This asset represents the amounts receivable by the

Partnership from Columbia.  The total receivable from Columbia

consists of amounts accrued with respect to film exploitation of

$103,000 in 1996 and $110,000 in l995.



(f)    Distribution Fee

   The Columbia Distributor is entitled to receive a 17.5%

distribution fee on substantially all gross receipts in

calculating the net proceeds to which the Partnership is

entitled from the distribution of a film; however, the Columbia

Distributor's entitlement to this distribution fee is deferred

until the Partnership has received from the distribution of a

film an amount equal to the amount spent by the Partnership to

produce or acquire an interest in that film, other than amounts

spent for payments in the nature of interest ("Cost Return").

After Cost Return for a film, the deferred distribution fee will

be recouped by the Distributor from a portion (based on the

Partnership's interest in the film) of the amount otherwise

payable to the Partnership.  After Cost Return, the Distributor

would be entitled to receive a distribution fee equal to 17.5%

of substantially all gross receipts, including gross receipts

prior to Cost Return.

   (g)  Accounting for Income Taxes

   No provision for income taxes has been made as ML Delphi

Premier Partners, L.P. is treated as a partnership for income

tax purposes, with all income tax consequences flowing directly

to its partners.

   As of December 31, 1996 and 1995, the reported amounts of the

Partnership's assets less liabilities were (less) greater than

the tax bases by approximately ($40,217,000) and $13,492,000,

respectively.

   (h)  Use of Estimates

   Management of the Partnership has made a number of estimates

and assumptions relating to the reporting of assets and

liabilities and the disclosure of contingent liabilities to

prepare these financial statements in conformity with generally

accepted accounting principles.  Actual results could differ

from those estimates.

3.  Supplemental Disclosure of Cash Flow Information

   No amounts for interest were paid in 1996, l995 and l994.

   On December 31, 1996 a per unit distribution was declared by

the General Partner in the amount of $2,900 per unit for all

limited partners of record as of that date.

4.  Transactions with Joint Venture

   (a) PF Interests in Motion Pictures

   The Partnership, through the Joint Venture, acquired PF

interests in twenty-two films for a cost of $l,000,000 per film.

Of these twenty-two films, nineteen were produced by TriStar and

three were produced by Columbia.  For the years 1988 through

1995, the Partnership was receiving an amount for each film

based on certain percentages of gross receipts of that film from

all sources, with a maximum payment of $l,l25,000 per film.  In

addition, the Partnership was also  entitled to receive an

amount based on certain percentages of the aggregate gross

receipts of all PF Interest films excluding U.S. and Canadian

domestic theatrical gross receipts.  In any of the years l988

through l995 in which the annual cash return to the Partnership

from the PF Interest films would cause the Partnership's

cumulative non-compounded return on the amount of the

Partnership's total funds to be contributed for PF Interest

films to exceed l4% per year, the balance of the amount due was

carried forward and was paid, without interest, to the

Partnership in December l996 less the Acceleration Payment

recoupments and the recoupment of the Advance as described

below.

   As of December 31, 1996, the Partnership had an interest in

twenty-two Joint Venture PF Interest films all of which had been

released.  In each December of 1988 through 1995, TriStar,

through the Joint Venture, made a payment to the Partnership of

$3,l42,000 representing revenue for the PF Interest Films.  In

December l987, $3,l42,000 was also paid to the Partnership,

through the Joint Venture, by TriStar.  Approximately $2,684,000

of the l987 amount represented an advance (the "Advance") which

TriStar recouped, without interest, in December l996 from

revenues earned by the distribution of the Partnership's PF

Interest Films.  Such amount has been netted against the payment

received from the Tri-Star Joint Venture (see Note 4(e)).

   If in any calendar year the Partnership recognizes income for

federal tax purposes with respect to PF Interest films in excess

of the December payment for that year (the "Excess"), TriStar is

required to make an acceleration payment to the Partnership with

respect to the Excess.  The amount of the acceleration payment

is equal to the Excess multiplied by the maximum individual

federal income tax rate in effect for the year of the Excess

(the "Acceleration Payment").  The Partnership received in the

aggregate approximately $8,702,000 with respect to the

Acceleration Payment.  The Acceleration Payment was recouped,

with interest, by TriStar, with certain exceptions, from the

payment  received by the Partnership in December 1996 (see Note

4(e)).

   (b) SF Interests in Motion Pictures

   The Partnership, through the Joint Venture, has interests

ranging from 5% to 25% in (and has borne a corresponding

percentage of the cost of) seventeen motion pictures produced by

the Joint Venture ("Joint Venture Films").  The Partnership has

satisfied its commitment to contribute (including interest) a

maximum of approximately $37,768,000 to the Joint Venture for

the production or acquisition of SF Interest films.  The Joint

Venture Films are distributed pursuant to a distribution

agreement between TriStar Pictures, Inc. (a "Distributor") and

the Joint Venture (see Note 5).  The Distributor is entitled to

receive a fee of l7.5% of substantially all gross receipts from

each film, except that the Distributor's entitlement to this

distribution fee is deferred until the Joint Venture has

received from the distribution of that film an amount equal to

that spent by the Joint Venture to produce or acquire an

interest in the film, other than amounts spent for payments in

the nature of interest.  In light of the results of Joint

Venture Films, net revenues have been computed as of December

31, l996, l995 and l994 without the Distributor deducting a

distribution fee, with the exception of four films in 1996, 1995

and 1994 for which a portion of the fees were deducted.

    (c)  Joint Venture Revenue Recognition

   The Joint Venture recognizes net revenues for SF Interest

films from the Distributor on an accrual basis.  Net revenues

consist of: a) the portion of net proceeds (gross receipts less

a distribution fee, unless deferred, and other distribution and

releasing costs) or, if greater, gross receipts payable to the

Joint Venture under the distribution agreement, plus b) gross

receipts accrued (not in excess of the amount of the advertising

and promotion charge paid by the Joint Venture plus an amount

intended to approximate the cost of funds incurred by the

Partnership in connection with the payment of that charge).  The

Joint Venture recognizes revenues for a PF Interest film based

on certain percentages of gross receipts for that film up to a

maximum amount of $l,l25,000 per film.  In addition, the Joint

Venture also recognizes revenue based on certain percentages of

the aggregate gross receipts of all PF Interest films, excluding

U.S. and Canadian theatrical gross receipts.  However, certain

advances received by the Distributor which are includable in

gross receipts under the distribution agreement are not

reflected in the calculation of net revenues until those

advances are earned.

   (d)  Joint Venture Amortization Policies

   Advertising expenditures which benefit future periods were

capitalized as incurred by the Joint Venture.  Advertising

expenditures and unamortized production costs are amortized by

the Joint Venture 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

without regard to any Special Recoupment Payments (see Note 5).

Unamortized production costs are compared with net realizable

value on a film by film basis, and losses are recognized to the

extent of any excess of costs over net realizable value.

Unamortized advertising expenditures are compared with the total

estimated gross receipts from all films in the aggregate and

losses are recognized to the extent of any excess of

expenditures over gross receipts.

    (e)  Receivable from Tri-Star-ML Delphi Premier Productions,

net

   This asset represents the excess of the amounts receivable by

the Partnership from the Joint Venture over amounts payable by

the Partnership to the Joint Venture.  The total receivable of

$2,179,000 in 1996 consists of $2,220,000 accrued as special

recoupment payments, partially offset by a net non-refundable

advance of $41,000.  The total receivable of $37,301,000 in l995

consisted of $l5,642,000 accrued as special recoupment payments

and $27,025,000 accrued with respect to gross receipts payments

from PF Interest films (net of Acceleration Payments of

$8,702,000) and $188,000 accrued with respect to net proceeds

and gross receipts payments from SF Interest films partially

offset by a $2,684,000 advance to the Partnership related to its

PF Interest films and $2,870,000 of interest expense related to

the Acceleration Payments.

   (f) Transactions with Tri-Star

   The films in which the Joint Venture has an interest are

distributed pursuant to a distribution agreement between TriStar

and the Joint Venture with terms similar to those with the

Columbia Distributor (see Note 2(f)).



5.  Special Recoupment Payments

   Under the terms of the distribution agreement between the

Joint Venture and its Distributor and the distribution agreement

between the Partnership and the Columbia Distributor, the

Partnership was entitled to a payment (a "Special Recoupment

Payment") from the Distributors in l996 for each SF Interest

film (an "Unrecouped Film") for which the Partnership had not

received from the distribution of that film or a sale of the

Partnership's interest in that film an amount ("Cost Return")

equal to the amount spent by the Partnership to produce or

acquire an interest in the film, other than amounts spent for

payments in the nature of interest.  Each Special Recoupment

Payment would be in the amount necessary for the Partnership to

be repaid (without interest) the amounts contributed by it (from

all sources) with respect to the production or acquisition of an

Unrecouped Film (other than contributions for payments in the

nature of interest), but not more than the amount specified

below.  The Special Recoupment Payment would be payable only to

the extent of the distribution fees received by each Distributor

from the distribution of all SF Interest films distributed by

it, reduced to the extent of the Special Recoupment Payments

made with respect to other Unrecouped Films distributed by it.

The Special Recoupment Payments to the Tri-Star Joint Venture

based on distribution fees were allocated by the Tri-Star Joint

Venture first to the Partnership to the extent necessary for the

Partnership to recoup (without interest) the amount of its

contributions to the Tri-Star Joint Venture for the production

or acquisition of the Unrecouped Films (other than contributions

for payments in the nature of interest); any excess would then

be allocated to TriStar.  If those distribution fees were

insufficient to enable each Distributor to make the Special

Recoupment Payments with respect to all Unrecouped Films

distributed by it, gross receipts and net proceeds of each

remaining Unrecouped Film distributed by that Distributor were

recalculated by including as gross receipts in respect of each

such Unrecouped Film the excess, if any, of the minimum payments

under its license agreement with Home Box Office, Inc. ("HBO"),

in the case of Columbia, or the minimums determined under the

agreement between TriStar and HBO based on the formula for films

that commenced principal photography in l986, in the case of

TriStar, and certain minimum amounts in respect of video

cassette and video disc exploitation in excess of the amounts

previously included in the gross receipts of that Unrecouped

Film in respect of those arrangements.  The Distributor made a

Special Recoupment Payment for the account of the Partnership to

the extent of the additional gross receipts or net proceeds

payable for the account of the Partnership as a result of the

recalculation (and, in the case of a Columbia SF Interest film,

to the extent of the amount equal to any additional payments

that the Partnership would have received in respect of that film

had the limit on the deduction of distribution expenses

applicable to Tri-Star SF Interest films been applicable to that

Columbia SF Interest film), but only up to the amount of the

unrecouped contribution (other than contributions for payments

in the nature of interest) in respect of that Unrecouped Film.

Each Special Recoupment Payment made on the basis of such

recalculation was allocated between the Partnership and TriStar

in proportion to their respective interests in the applicable

Unrecouped Film.  The Distributor is entitled to recoup the

Special Recoupment Payments in respect of each Unrecouped Film,

with an amount in the nature of interest calculated at ll0% of

the prime rate from time to time, from the Partnership's share

of all subsequent gross receipts or net proceeds of that

Unrecouped Film and from the proceeds of any sale of the

Partnership's interest in that Unrecouped Film.  In calculating

the amount of distribution fees available for the Special

Recoupment Payments, no distribution fee was deemed received by

a Distributor (and therefore no distribution fee will be deemed

available for the Special Recoupment Payment) from a film with

respect to which the most recent payment by that Distributor was

based on gross receipts or from a film that did not reach Cost

Return.

   In December 1996, the Partnership received Special Recoupment

Payments of $860,000 and $16,678,000 from Columbia and the Tri-

Star Joint Venture, respectively.  Based on the anticipated

performance of the three films released by Columbia as of

December 31, 1996 and 1995 $1,516,000 and $2,576,000,

respectively have been accrued by the Columbia Distributor as

Special Recoupment Payments payable to the Partnership.  Based

on the anticipated performance of the seventeen SF films

released by the Joint Venture as of December 31, 1996 and 1995,

$2,220,000 and $l5,642,000, respectively have been accrued by

the Joint Venture as Special Recoupment Payments allocable to

the Partnership.  To the extent available, the Special

Recoupment Payments from the Distributors are expected to enable

the Partnership to achieve Cost Return for certain Unrecouped

Films.



6.  Bonus Film Profit Payments

   The Partnership is entitled to certain additional payments

("Bonus Profit Payments") with respect to the three Tri-Star SF

Interest films that generate the greatest payments to the

Partnership ("Bonus Films").  All three SF Interest Films have

generated cash payments to the Partnership.  The Bonus Profit

Payments will be equal to 30% of the first $9,000,000 received

by the Joint Venture in excess of the Partnership's

contributions with respect to that Bonus Film.  Bonus Profit

Payments were made in 1996, 1995 and 1994 in the amounts of

$13,000, $9,000 and $81,000, respectively.  Additional Bonus

Profit Payments will be made to the extent earned, in

installments, without interest, and continue on a quarterly

basis to the extent subsequently earned until reaching the

maximum profit payments.



7.  Extra Film Profit Participations

   The Partnership will be entitled to receive, without any

additional cost or payment to it, a profit participation in

three additional Tri-Star SF Interest films ("Extra Films")

since, in December l990, the aggregate Cash Return (as defined

below) to the Partnership from the Tri-Star SF Interest films

was estimated to be less than l25% of the portion of the net

proceeds of the Offering (and of the General Partner's capital

contribution) allocated to such Tri-Star SF Interest films (the

"Allocated Amount").  The profit participation will equal l0% of

the net proceeds of each Extra Film after l00% of the net

proceeds of that Extra Film exceeds 112 1/2% of its production

cost.  The profit participation in these Extra Films will cease

should the Partnership's overall Cash Return with respect to Tri-

Star SF Interest films plus any profit participation payments

with respect to the Extra Films equal 200% of the Allocated

Amount.  The Cash Return is an amount equal to (a) the cash

payments then estimated ultimately to be received by the

Partnership from the Tri-Star SF Interest films less (b) the

Partnership's contributions for those films in excess of the

Allocated Amount and an amount in the nature of interest on such

excess.  Insofar as the selection of these Extra Films is

concerned, the Partnership chose one Extra Film, TriStar chose

one Extra Film, and the third Extra Film was jointly chosen.  As

of December 31, 1996, all three Extra Films have been selected

and released.  Based on the performance of the Extra Films

through December 31, 1996, no receivable has been reflected in

the accompanying financial statements.



8. Current Operations

   As of December 31, 1996, the Partnership had an interest in

twenty SF Interest films (seventeen of which are owned through

the Joint Venture), all of which had been released.

Additionally, the Partnership had an interest in twenty-two PF

Interest films which had been released.  Based on the

performance of the released films during the year ended

December 31, 1996 and after deducting the net operating expenses

of the Partnership, the Partnership is reporting a net profit of

$1,961,000 for the year ended December 31, 1996.



9.  Distribution to Partners

       Until the year prior to the limited partners

receiving total distributions equal to their capital

contributions (the "Capital Return"), they will receive 99%

of, and the General Partner will receive 1% of, all cash

distributions.  Following Capital Return and until limited

partners have received total distributions equal to 150% of

Capital Return, the General Partner, in addition to

receiving distributions in respect of 1% interest for which

it has paid, will be entitled to receive distributions in

amounts equal to 10% of all further cash distributions made.

After the limited partners have received total distributions

equal to 150% of Capital Return, the General Partner, in

addition to receiving distributions in respect of the 1%

interest for which it has paid, will be entitled to receive

distributions in amounts equal to 15% of all further cash

distributions made.  On December 31, 1996, the Partnership

declared a distribution of $38,163,000 to partners of record

on such date.  With this distribution, the limited partners

reached Capital Return.  Accordingly, the General Partner

was entitled to a l0% distribution equaling $1,224,000.



       Prior to the year of reaching Capital Return, income

will be allocated 99% to the limited partners and 1% to the

General Partner.  In years after Capital Return is reached,

allocations of income will be based on the aggregate prior

allocations of income and losses, the aggregate prior cash

distributions and cash available for distribution. Prior to

1996 the limited partners had not reached Capital Return

and, as such, income and losses were allocated 99% to the

limited partners and 1% to the General Partner.  After

reaching Capital Return in 1996 for the purpose of computing

the net profit per unit, the net profit is allocated first

to the General Partner to the extent of distributions made

through the end of the year in which Capital Return has been

reached and cash then available for distribution with

respect to the right to the additional 10% and 15%

distributions (as applicable) and the balance is then

allocated 99% to the limited partners and 1% to the General

Partner.  For the purpose of computing the net profit per

unit for the year ended December 31, 1996, the net profit

allocated to the General Partner was $1,231,000 with the

remaining $730,000 allocated to the limited partners.

10.  Future Sale of Interests in Films

       The Partnership has begun evaluating the value of its

interest in the film assets for the purpose of possibly selling

that interest and liquidating the Partnership.  The General

Partner anticipates that the Partnership may be liquidated in

1998.  No assurance can be provided that the film assets will be

sucessfully sold, or if sold, when such sale would occur.  Upon

the ultimate sale of the film assets, the Partnership will

commence taking steps to dissolve and liquidate.  Cash

distributions as a result of the liquidation may be made to the

partners to the extent, and only to the extent, the proceeds

from a sale of the Partnerships' interest in the film assets in

connection with the liquidation are in excess of the

Distributors' entitlement to the recoupment described above and

a reserve for the Partnership's remaining obligations and

operating expenses.





<PAGE>
               REPORT OF INDEPENDENT ACCOUNTANTS

Venturers
Tri-Star - ML Delphi Premier Productions

In our opinion, the accompanying balance sheets and the
related statements of operations, of cash flows and of
venturers' capital present fairly, in all material respects,
the financial position of Tri-Star - ML Delphi Premier
Productions at December 31, 1996 and 1995, and the results of
its 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.  These financial
statements are the responsibility of the Venture's management;
our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of
these statements in accordance with generally accepted
auditing standards which 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,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for the opinion expressed above.









Century City, California
March 14, l997

                               
<PAGE>
            TRI-STAR-ML DELPHI PREMIER PRODUCTIONS
                       (A Joint Venture)

                        BALANCE SHEETS
                        (000's Omitted)

<TABLE>
<CAPTION>
                                                      December
31,

1996                      1995
<S>                                    <C>       <C>
ASSETS                                                 
Motion Picture Production  and                         
Advertising
    Costs, net of accumulated                          
amortization of
    $280,547 and $279,715,                             
respectively
     (Notes 1, 2 & 7)                    $     $  1,202
                                       370
Motion Picture Costs Recoverable                       
from
    Special Recoupment Payments                        
     (Notes 3, 7 & 8)               31,640       62,590
Receivable from TriStar                                
Pictures, Inc.
    (Distributor), net (Notes 8                  24,082
& 10)                                1,962
                     Total         $33,972      $87,874
Assets
                                                       
LIABILITIES AND VENTURERS'                             
CAPITAL
                                                       
Liabilities:                                           
  Payable to TriStar Pictures,     $31,423      $49,371
Inc. (Note 8)
  Payable to ML Delphi Premier                         
     Partners, L.P., net (Note                   37,301
8)                                   2,179
                                                       
                      Total         33,602       86,672
Liabilities
                                                       
Venturers' Capital (Notes 1, 3,                        
4 & 5)
  TriStar Pictures, Inc.               370        1,182
   ML Delphi Premier Partners,                         
L.P.                                    --           20
                                                       
                       Total                      1,202
Venturers' Capital                     370
                                                       
                       Total                           
Liabilities and Venturers'
                                                $87,874
Capital                            $33,972

      See accompanying notes to the financial statements.
</TABLE>

<PAGE>
                               
            TRI-STAR-ML DELPHI PREMIER PRODUCTIONS
                       (A Joint Venture)
                               
                   STATEMENTS OF OPERATIONS
                        (000's Omitted)
                               
<TABLE>
<CAPTION>
                                                  For the Year
Ended December 31,
                                                         1996
1995          1994
<S>                      <C>     <C>     <C>
Net Revenues from Motion                      
Picture
    Exploitation (Note        $       $      $
2)                        1,742   1,138    761
                                              
Less: Amortization of                         
Motion
          Picture                             
Production and
           Advertising                        
Costs
            (Notes 2 &                        
7)                          832     145    188
                                              
Income from Operations      910     993    573
                                              
Special Recoupment                            
Payment
     Accrual (Recapture)                      
      (Notes 3 & 7)         486   2,152  (304)
                                              
Interest Income, net      7,417   6,332  5,784
(Notes 7 & 11)
                                              
Other Expense (Note 12)                       
                             --      --  (2,36
                                            3)
                                              
Net Income                    $       $      $
                          8,813   9,477  3,690

      See accompanying notes to the financial statements.


</TABLE>

<PAGE>
           TRI-STAR - ML DELPHI PREMIER PRODUCTIONS
                       (A Joint Venture)
                               
                   STATEMENTS OF CASH FLOWS
                        (000's Omitted)

<TABLE>
<CAPTION>

For the Year Ended December 31,

1996                1995           1994
<S>
<C>               <C>             <C>
Cash Flow From Operating                                           
Activities:
Net Income                               $       $        $        
                                     8,813   9,477    3,690
Adjustments to reconcile Net                                       
Income to net cash
    provided by operating                                          
activities:
  Amortization of Motion Picture                                   
Production
     and Advertising Costs             832     145      188        
  Accrued Distributions to          53,070 (5,390)    2,539        
Venturers
  Changes in Assets and                                            
Liabilities:
       Decrease in Payable to ML                                   
Delphi Premier
         Partners, L.P., net       (35,122 (2,299)  (3,168)        
                                         )
       (Decrease) Increase in                                      
Payable to TriStar
         Pictures, Inc.            (17,948   7,689      629        
                                         )
       Decrease in Receivable                                      
from TriStar
          Pictures, Inc.            22,120   4,128    8,740        
(Distributor), net
       Decrease (Increase) in                                      
Motion Picture Costs
          Recoverable from                                         
Special Recoupment
          Payments                                                 
                                    30,950 (9,518)  (6,201)
                                                                   
        Net Cash Provided  by                                      
Operating Activities                62,715   4,232    6,417
                                                                   
Cash Flow From Financing
Activities:
Distributions to Venturers                                         
                                   (62,715 (4,232)  (6,417)
                                         )
                                                                   
        Net Cash Used by                                           
Financing Activities               (62,715 (4,232)  (6,417)
                                         )
                                                                   
Net Change in Cash                       0       0        0        
Cash at beginning of year                                          
                                         0       0        0
Cash at end of year                      $       $        $        
                                         0       0        0

                               
      See accompanying notes to the financial statements.
</TABLE>
<PAGE>
            TRI-STAR-ML DELPHI PREMIER PRODUCTIONS
                       (A Joint Venture)

               STATEMENTS OF VENTURERS' CAPITAL
     FOR THE YEARS ENDED DECEMBER 3l, 1996, 1995 AND 1994
                        (000's Omitted)
<TABLE>
<CAPTION>                                            ML Delphi
Total
                                TriStar,           Premier
Venturers'
                              Pictures Inc.     Partners
Capital
<S>                           <C>               <C>
<C>
Venturers' Capital as of             $         $         $
January 1, 1994                  1,351       184     1,535
                                                          
Net Income for the Year                                   
Ended
  December 31, 1994              3,081       609     3,690
                                                          
Accrued Distributions to                                  
Venturers                      (3,124)     (754)   (3,878)
                                                          
Venturers' Capital as of         1,308        39     1,347
December 31,
    1994                                                  
                                                          
Net Income for the Year                                   
Ended
  December 31, 1995              8,321     1,156     9,477
                                                          
Accrued Distributions to                                  
Venturers                      (8,447)   (1,175)   (9,622)
                                                          
Venturers' Capital as of                                  
December 31,
    1995                         1,182        20     1,202
                                                          
Net Income for the Year                                   
Ended
  December 31, 1996              6,075     2,738     8,813
                                                          
Accrued Distributions to                                  
Venturers                      (6,887)   (2,758)   (9,645)
                                                          
Venturers' Capital as of                                  
December 31,
    1996                             $         $         $
                                   370        --       370

      See accompanying notes to the financial statements.
</TABLE>
<PAGE>
            TRI-STAR-ML DELPHI PREMIER PRODUCTIONS
                       (A Joint Venture)

                 NOTES TO FINANCIAL STATEMENTS

1. General

   Tri-Star-ML Delphi Premier Productions (the "Joint Venture")

is a joint venture between TriStar Pictures, Inc. (formerly Tri-

Star Pictures, Inc.) ("TriStar") ("TSPI") and ML Delphi Premier

Partners, L.P., a Delaware limited partnership (the

"Partnership") formed in June 1986 to engage in the business of

producing, owning, acquiring interests in and exploiting feature

length motion pictures.  Substantial operation of the Joint

Venture began in December l986.  The Joint Venture has acquired

Preferred Film ("PF") Interests in twenty-two films with returns

based on gross receipts of those films.  Of these twenty-two

films, nineteen were produced by TSPI and three were produced by

Columbia Pictures Industries, Inc. ("Columbia").  In December

1996, the Partnership received a final net payment from the

Joint Venture based on the gross receipts of those films and, as

such, the Partnership's interests in those films ceased.  The

Joint Venture has also acquired seventeen Single Film ("SF")

Interests in films with returns generally based on the net

proceeds of those films.  Generally, through the Joint Venture,

TSPI has either a 75% or a 95% interest and the Partnership has

either a 25% or a 5% interest in, and each was responsible for

those respective percentages of the production cost of, SF

Interest films in which the Joint Venture has a 100% interest

and which were produced by the Joint Venture ("Joint Venture

Films").

   Three of the Joint Venture Films were co-produced with Tri-

Star Delphi IV Productions, a joint venture between TSPI and

Delphi Film Associates IV ("DFA IV"), a New York limited

partnership, and with Tri-Star-Delphi V Productions, a joint

venture between TSPI and Delphi Film Associates V ("DFA V"), a

New York limited partnership.  The Joint Venture has an interest

ranging from l0-36% in these three films.  In addition, three of

the Joint Venture Films were co-produced only with Tri-Star-

Delphi V Productions.  The Joint Venture an interest of l0% in

two and 50% in one of these three films.  With respect to one

Joint Venture Film in which the Joint Venture has a l00%

interest, Tri-Star-Delphi IV Productions acquired a l0%

participation interest which was derived from TSPI's interest in

that film through the Joint Venture.  All seventeen Joint

Venture Films and all twenty-two PF Interest Films had been

released as of December 31, 1996.

   All of the Joint Venture's films are to be distributed

pursuant to a distribution agreement with TSPI (the

"Distributor").  The general partner of the Partnership is

affiliated with the general partner of DFA IV and DFA V.

   The Partnership acquired an SF Interest in three films

released by Columbia, which are similar to the Joint Venture's

SF Interests.

   Sony Pictures Entertainment Inc., the parent company of

Columbia and TriStar, is an indirect wholly-owned subsidiary of

Sony Corporation.



2. Summary of Significant Accounting Policies

   Recognition of Revenue

   The Joint Venture recognizes net revenues for SF Interest

films from the Distributor on an accrual basis.  Net revenues

consist of: a) the portion of net proceeds (gross receipts less

a distribution fee, unless deferred, and other distribution and

releasing costs) or, if greater, gross receipts payable to the

Joint Venture under the distribution agreement, plus b) gross

receipts accrued (not in excess of the amount of the advertising

and promotion charge paid by the Joint Venture plus an amount

intended to approximate the cost of funds incurred by the

Partnership in connection with the payment of that charge).  The

Joint Venture recognizes revenues for a PF Interest film based

on certain percentages of gross receipts for that film up to a

maximum amount of $l,l25,000 per film.  In addition, the Joint

Venture also recognizes revenue based on certain percentages of

the aggregate gross receipts of all PF Interest films, excluding

U.S. and Canadian theatrical gross receipts.  However, certain

advances received by the Distributor which are includable in

gross receipts under the distribution agreement are not

reflected in the calculation of net revenues until those

advances are earned.

   Distribution Fee

   The Distributor is entitled to receive a distribution fee

equal to 17.5% of the gross receipts of an SF Interest film;

however, TSPI's entitlement to this distribution fee is deferred

until the Joint Venture has received from the distribution of a

particular SF Interest film an amount equal to the amount spent

by the Joint Venture to produce or acquire an interest in that

film, other than amounts spent for payments in the nature of

interest ("Cost Return").  After Cost Return for a film, in

calculating subsequent payments to the Joint Venture based on

net proceeds, the Distributor will be entitled to receive a

distribution fee equal to 17.5% of substantially all gross

receipts of the film prior to Cost Return and l7.5% of

substantially all gross receipts after Cost Return.

   Net revenues accrued at December 31, 1996, 1995 and 1994 were

computed without deducting a distribution fee to the Distributor

in light of the results of the films released through those

respective dates, with the exception of five films in 1996 and

four films in 1995 and 1994 for which a portion of the

distribution fees were deducted.

   Motion Picture Production and Advertising Costs

   Motion picture production costs include the direct cost of

production plus an overhead charge equivalent to 12.5% of the

direct production costs; these costs were capitalized as

incurred by the Joint Venture.  Payments by the Joint Venture in

respect of the advertising and promotion charge payable to the

Distributor were capitalized as incurred to the extent those

payments benefit future periods.  These costs are amortized

under the individual film forecast method based upon net revenue

recognized in proportion to the Joint Venture's estimate of

ultimate net revenues to be received.  Unamortized production

costs are compared with net realizable value on a film by film

basis and unamortized advertising costs are compared with net

realizable value in the aggregate; losses are recognized to the

extent of any excess of costs over net realizable value.  If

losses are indicated for films, the Special Recoupment Payments

described in Note 3, to the extent available, are accrued as

Motion Picture Costs Recoverable from Special Recoupment

Payments in the accompanying financial statements.



3. Special Recoupment Payments (See Note 7)

   The Joint Venture was entitled to a payment  (a "Special

Recoupment Payment") from the Distributor in 1996 with respect

to each film (an "Unrecouped Film") for which the Joint Venture

had not received from the film's distribution (or its sale) an

amount equal to the amount spent by the Joint Venture to produce

or acquire an interest in the film (other than amounts spent for

payments in the nature of interest).  Each Special Recoupment

Payment would be in the amount necessary for the Joint Venture

to be repaid (without interest) the amounts spent by it with

respect to the production or acquisition of an Unrecouped Film

(other than contributions for payments in the nature of

interest), but not more than the amount specified below.  The

Special Recoupment Payment would be payable only to the extent

of the distribution fees received by the Distributor from the

distribution of all of the Joint Venture's films (reduced to the

extent of the Special Recoupment Payments made with respect to

other Unrecouped Films).  The Special Recoupment Payments to the

Joint Venture based on distribution fees were allocated by the

Joint Venture first to the Partnership to the extent necessary

for the Partnership to recoup (without interest) the amount of

its contributions to the Joint Venture for the production or

acquisition of the Unrecouped Films (other than contributions

for payments in the nature of interest); any excess would then

be allocated to TSPI.  As those distribution fees were

insufficient to enable the Distributor to make the Special

Recoupment Payments with respect to all Unrecouped Films, gross

receipts and net proceeds of each remaining Unrecouped Film were

recalculated by including as gross receipts in respect of that

Unrecouped Film the excess, if any, of the minimum payments

under the Distributor's license agreement with Home Box Office,

Inc., and certain minimum amounts in respect of video cassette

and video disc exploitation over the amounts previously included

in the gross receipts of that Unrecouped Film in respect of

those arrangements.  The Distributor made Special Recoupment

Payments to the Joint Venture to the extent of the additional

gross receipts or net proceeds payable to the Joint Venture as a

result of the recalculation, but only up to the amount of the

unrecouped contributions (other than contributions for payments

in the nature of interest) for the production or acquisition of

that Unrecouped Film; each Special Recoupment Payment made on

the basis of such recalculation was allocated between the

Partnership and TSPI in proportion to their respective interests

in the applicable Unrecouped Film.  The Distributor is entitled

to recoup the Special Recoupment Payments made on either basis

in respect of each Unrecouped Film, with an amount in the nature

of interest, from the Joint Venture's share of subsequent gross

receipts or net proceeds of that Unrecouped Film and from the

proceeds of any sale of the Partnership's interest in that

Unrecouped Film or amounts allocable to that Unrecouped Film

upon a sale of the Partnership's interest in the Joint Venture.

In calculating the amount of distribution fees available for the

Special Recoupment Payments, no distribution fee was deemed

received by the Distributor (and therefore no distribution fee

will be deemed available for the Special Recoupment Payment)

from a film with respect to which the most recent payment to the

Joint Venture was based on gross receipts or from a film that

did not reach Cost Return.



4.  Bonus Film Profit Payments

   The Joint Venture will be entitled to certain additional

payments ("Bonus Profit Payments") with respect to the three

TSPI SF Interest films that generate the greatest profits to the

Partnership ("Bonus Films").  All three SF Interest Films have

generated cash profits to the Partnership.  The Bonus Profit

Payments will be equal to 30% of the first $9,000,000 of cash

profits received by the Partnership.  Bonus Profit Payments were

made in 1996, l995 and l994 in the amounts of $13,000, $9,000

and $81,000, respectively.  Additional Bonus Profit Payments

will be made to the extent earned, in installments without

interest, and continue on a quarterly basis to the extent

subsequently earned until reaching the maximum Profit Payments.



5.  Extra Film Profit Participations

   The Joint Venture is entitled to receive, without any

additional cost or payment by the Joint Venture, a profit

participation in three additional TSPI SF Interest films ("Extra

Films") not otherwise included in the SF Interest program since,

in December l989, the aggregate Cash Return (as defined below)

to the Partnership from the TSPI SF Interest films was estimated

to be less than l25% of the portion of the net proceeds of the

Partnership's offering (and of the General Partner's capital

contribution) allocated to such TSPI SF Interest films (the

"Allocated Amount").  The profit participation will equal l0% of

the net proceeds of each Extra Film after l00% of the net

proceeds of that Extra Film exceeds 112 1/2% of its production

cost.  The profit participation in these Extra Films will cease

should the Partnership's overall Cash Return with respect to

TSPI SF Interest films plus any profit participation payments

with respect to the Extra Films equal 200% of the Allocated

Amount.  The Cash Return is an amount equal to (a) the cash

payments then estimated ultimately to be received by the

Partnership from the TSPI SF Interest films less (b) the

Partnership's contributions for those films in excess of the

Allocated Amount and an amount in the nature of interest on such

excess.  As of December 31, 1996, all three Extra Films had been

selected and released by TriStar.  Due to the results of their

release to date, the Joint Venture is not expected to receive

any profit participation from those films.



6.  Income Taxes

   No provision for income taxes is made in the Joint Venture's

financial statements since the venturers treat the Joint Venture

as a partnership for income tax purposes, with all income tax

consequences flowing directly to the venturers.

     As of October 31, 1996 and 1995 (the Joint Venture's tax

year end is October 31), the tax bases of the Joint Venture's

assets less liabilities exceeded amounts reported in the

financial statements at December 31, 1996 and l995 by

approximately $72,095,000 and $35,499,000, respectively.

Management estimates that the tax bases of the Joint Venture's

assets and liabilities did not differ significantly between

October 31 and December 31 in l996 and l995 with the exception

of  payments in the aggregate of $60,919,000 received and

subsequently distributed in December 1996.



7.  Current Operations

   As of December 31, 1996, the Distributor had released

seventeen SF Interest films in which the Joint Venture has an

interest.  The Joint Venture is not expected to recoup its

investment in twelve of these SF Interest films out of the

proceeds from their distribution.  However, due to the Special

Recoupment Payment referred to below, the Partnership is

expected to recoup its investment in these films.  In addition,

one of these SF Interest films has also been designated as a PF

Interest film and the Distributor had released another twenty-

one PF films (see Note l).  For the years ended December 31,

1996, 1995 and 1994, motion picture production and advertising

costs have been reduced by amortization of $832,000, $145,000

and $188,000, respectively.

   Based upon the anticipated performance of the films in

release, it is expected that the Distributor will be required to

make Special Recoupment Payments to the Joint Venture with

respect to its SF Interest films (see Note 3).  Accordingly,

approximately $31,640,000 and $62,590,000 have been accrued as

Motion Picture Costs Recoverable from Special Recoupment

Payments at December 31, 1996 and 1995, respectively, in the

accompanying financial statements.  The accrued Motion Picture

Costs Recoverable from Special Recoupment Payments at December

31, 1995 have been discounted at 13% from December 1996.  The

current year decrease in Motion Picture Costs Recoverable from

Special Recoupment Payments of approximately $30,950,000

consists of a payment received in December 1996 of $40,149,000,

offset by an increase in the principal amount of approximately

$486,000 and an increase of approximately $8,713,000 due to the

reduction in the discount period.



8. Receivables and Payables

       Analysis of the Joint Venture's receivables and payables is
as follows:

                                             AT DECEMBER 31, 1996

                               Receivable   Payable    Payable
                                  from        to         to
                               Distributor           TriStar
Partnership
                                          (000's omitted)

Net Proceeds and Gross Receipts$      1,962$ 2,003$     (41)

Accrued Special Recoupment
  Payments                                              31,640
29,420       2,220

       Total                                         $ 33,602
$31,423    $ 2,179


                                             AT DECEMBER 31, 1995

                               Receivable   Payable    Payable
                                  from        to         to
                               Distributor           TriStar
Partnership
                                          (000's omitted)

Net Proceeds and Gross Receipts  $24,082    $2,423   $21,659

Accrued Special Recoupment
  Payments                                              62,590
46,948  15,642

       Total                                          $86,672
$49,371    $37,301

9. PF Interest Payments

   Payments in respect of PF Interest films began December 8,

l987 and were made annually by the Distributor.  In any of the

years l988 through l995 in which the annual cash return to the

Partnership from the PF Interest films would cause the

Partnership's cumulative non-compounded return on the amount of

the Partnership's total contributions for PF Interest films to

exceed l4% per year, the balance of the amount due was carried

forward and paid without interest to the Partnership on December

23, l996.  On that date, the Distributor made a final net

payment of $20,770,000 to the Partnership based on the gross

receipts through the date of the payment in l996, and also on

the additional gross receipts estimated to be received by the

Distributor from the distribution of all PF Interest films

(subject to discount under certain circumstances) during the

next seven years.  Following the final payment, the

Partnership's PF Interests in films ceased.

   l0.    Advance

   On December 8, l987, the Distributor was contractually

obligated to make a payment to the Partnership of $3,l42,000

representing a return to the Partnership equal to l4% of the

amount of the Partnership's total funds to be contributed for PF

Interests in films.  Because net proceeds generated from TSPI

with respect to the PF Interest film were not sufficient to

provide a l4% return to the Partnership, $2,684,000 was advanced

to the Partnership.  This advance was recouped by the

Distributor and reflected as a reduction in the payment from the

Distributor from the December 23, l996 PF Payment. There were no

further payments of $3,142,000 after December 31, 1995.



11.  Acceleration Payment

   With respect to PF Interest films, if in any calendar year

the Partnership recognizes income for federal income tax

purposes in excess of the payment received in December for that

year (the "Excess"), TriStar is required to make an acceleration

payment to the Partnership, through the Joint Venture, with

respect to the Excess.  The amount of the acceleration payment

is equal to the Excess multiplied by the maximum federal income

tax rate in effect for the year of the Excess (the "Acceleration

Payment").  The Acceleration Payment was recouped with interest,

by TriStar, with certain exceptions, from the payment received

by the Partnership with respect to the PF Interest films in

December 1996.  The Partnership received, through the Joint

Venture, approximately $8,702,000, in the aggregate, with

respect to the Acceleration Payments.  For the years ended

December 31, 1996, 1995 and 1994, approximately $1,296,000,

$1,034,000 and $721,000 of interest expense has been recognized

on the Acceleration Payments and has been offset against

Interest Income in the accompanying financial statements.



12.  Foreign Exchange Gains and Losses

   The distribution agreement between the Joint Venture and the

Distributor provides that revenues earned in foreign currencies be

valued as of the date that monies are remitted or are "freely

remittable" to the United States.  Other Expense for the year ended

December 31, l994 of $2,363,000 represents the cumulative difference

between the monies remitted in U.S. dollars and the value previously

recorded based on the exchange rate at the time of revenue

recognition in the applicable international territory.  No such

revenue adjustment was necessary in 1996 or 1995.