FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


         (x)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996

                                       OR

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

For the transition period from..............  to..............

Commission file number 0-14421

                         SILVER SCREEN PARTNERS II, L.P.
                        (A Delaware Limited Partnership)
                  (Exact name of registrant as specified in its
                Certificate and Agreement of Limited Partnership)


Delaware                                                         13-3276962
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

c/o Chelsea Piers, Pier 62 - Suite 300
New York, New York                                               10011
----------------------------------------                      ------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code (212) 336-6700

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

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

                      Units of Limited Partnership Interest

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months,  and (2) has been subject to such  requirements for the
past 90 days.

                                    YES   X           NO
                                        ------           ------


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<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

     The financial information set forth below is set forth in the September 30,
1996 Third Quarter Report of Silver Screen Partners II, L.P. (the "Partnership")
filed herewith as Exhibit 20 and is incorporated herein by reference.

          Balance Sheets -- September 30, 1996 and December 31, 1995.

          Statements  of  Operations  -- For  the  Three  and Six  Months  ended
          September 30, 1996 and 1995.

          Statements of Partners'  Equity -- For the Nine Months ended September
          30, 1996 and the Year ended December 31, 1995.

          Statements  of Cash Flows -- For the Nine Months ended  September  30,
          1996 and 1995.

     Notes to Financial Statements
     ------------------------------

     The financial  statements included herein are unaudited.  In the opinion of
the  management  of  the  Partnership,  all  adjustments  necessary  for a  fair
presentation of the results of operations have been included and all adjustments
are of a normal recurring nature.  The results of operations for the nine months
ended  September  30,  1996 are not  necessarily  indicative  of the  results of
operations which may be expected for the entire year.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

     Results of Operations
     ---------------------

     Revenues  for the nine months and  quarter  ended  September  30, 1996 were
approximately   $43,921,000  and  $147,000,   respectively,   as  compared  with
approximately  $3,563,000 and $699,000 for the  comparable  periods in 1995. The
Partnership  sold its  interest in the Joint  Venture (see  Investment  in Joint
Venture  below)  during  the  nine  months  of  1996  resulting  in  a  gain  of
approximately  $43,186,000.  Revenues for the  comparable  period and quarter in
1995  consisted of income from the Joint  Venture of  approximately  $3,450,000.
Interest  income for the nine months and quarter  ended  September  30, 1996 was
approximately $734,000 and $147,000,  respectively,  as compared to $113,000 and
$42,000  for the  comparable  periods in 1995.  The  increase of $621,000 is the
result of an increase in funds  available for  investment due to the sale of the
investment  in the Joint  Venture.  Interest  rates for the first nine months of
1996 ranged from 4.80% to 5.79%,  while those for the comparable  period in 1995
ranged from 5.1% to 6.04%.



                                       2
<PAGE>


     Expenses  for the nine months and  quarter  ended  September  30, 1996 were
approximately $483,000 and $82,000, respectively, as compared with approximately
$515,000 and $156,000,  respectively,  for the  comparable  periods in 1995. The
decrease of approximately  $32,000 in expenses is attributable to a reduction of
audit  expenses of  approximately  $19,000,  reporting  to the  limited  partner
expense of $13,000.

     The Partnership generated income before taxes of approximately  $43,438,000
for the nine  months  ended  September  30,  1996,  as  compared  with income of
approximately  $3,048,000  for the comparable  period in 1995.  This increase is
primarily from the Sale of the Joint Venture's interest.

     During the  quarter  ended  September  30,  1996 the  Partnership  recorded
$320,300  in   unincorporated   business  tax  resulting  in  a  net  income  of
approximately  $43,118,000.  On September 30, 1996 the  Partnership  received an
assessment from New York City regarding unincorporated business tax covering all
periods  from  inception  through  December  31,  1995  of  $420,000  (including
interest). This liability was paid on that date. The Unincorporated Business Tax
Expense  reflects  the  excess  of  this  payment  over  an  amount   previously
established as a contingency reserve.

     The Partnership  committed  approximately  $22,000,000 toward the Completed
Films  pursuant to the Loan  Agreement.  In  addition,  the  Partnership  became
committed to fund ten films and part of one  additional  film with total budgets
amounting to approximately  $150,690,000,  of which  substantially  all has been
expended.  Accordingly,  all  Partnership  Funds  have  been  committed  and the
Partnership will not finance or purchase any additional motion pictures.

     The four Completed Films are:  "Return to Oz," released June 21, 1985; "The
Black Cauldron,"  released July 19, 1985; "My Science Project,"  released August
9, 1985; and "The Journey of Natty Gann," released September 27, 1985. The Joint
Venture Films are: "One Magic Christmas,"  released November 22, 1985; "Down and
Out in Beverly Hills," released January 31, 1986;  "Offbeat," released April 11,
1986;  "Ruthless  People,"  released June 27, 1986; "The Great Mouse Detective,"
released  July 2, 1986 and  re-released  February  14, 1992 under the title "The
Adventures  of the Great Mouse  Detective;"  "Tough Guys,"  released  October 3,
1986; "The Color of Money,"  released  October 17, 1986;  "Outrageous  Fortune,"
released January 30, 1987; "Tin Men," released March 6, 1987 and "Ernest Goes to
Camp," released May 22, 1987.  "Stakeout," which was financed  approximately 75%
by the  Partnership  and 25% by Silver  Screen  Partners  III,  L.P. (a separate
limited  partnership  with the same Managing  General  Partner formed to finance
subsequent Disney films), was released August 5, 1987.

     During the quarter ended September 30, 1996, the  Partnership  made no cash
distributions to the Partners because revenues generated during the quarter were
insufficient to warrant a distribution.



                                       3
<PAGE>


     Investment in Joint Venture
     ---------------------------

     The  Investment  in the Joint  Venture was  accounted  for using the equity
method of  accounting.  Under the equity  method,  the  investment was initially
recorded  at cost,  and was  thereafter  increased  by  additional  investments,
adjusted  by  the  Partnership's   share  of  the  Joint  Venture's  results  of
operations,  and reduced by distributions  received from the Joint Venture.  The
Joint Venture's fiscal year ended September 30, while the  Partnership's  fiscal
year ends  December 31. On January 1, 1996 the  investment  in the Joint Venture
was $591,842.

     The Partnership  entered into a Letter  Agreement (The "Buyout  Agreement")
with Disney dated September 11, 1995, providing for the sale to Disney of all of
the Partnership's  interest in the Joint Venture.  In accordance with the Buyout
Agreement  the closing of the sale  occurred on January 2, 1996 and the purchase
paid to the  Partnership was $44,678,304 in cash after an adjustment for certain
film revenues  totaling $321,696 received in 1995. The Partnership will continue
to operate until dissolution.  The Partnership  currently expects to dissolve by
year-end. Funds have been reserved for operational purposes, and remaining funds
in reserve at the time of dissolution will be distributed to investors.


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

     As of September 30, 1996, the General  Partners' capital accounts reflect a
deficit of $116,195.  At or prior to  dissolution  this deficit will be reversed
through  a  special  allocation  to  the  limited  partners.   In  view  of  the
Partnership's   limited   requirements  for  liquidity,   short  and  long  term
evaluations do not anticipate any effect of current capital account  balances on
the Partnership's cash flow.

                                       4
<PAGE>


ITEM 3.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                       SILVER SCREEN PARTNERS II, L.P.    
                                                       -------------------------------

                                           Three Months      Nine Months    Three Months      Nine Months
                                                  Ended            Ended           Ended            Ended
                                         Sept. 30, 1996   Sept. 30, 1996  Sept. 30, 1995   Sept. 30, 1995
                                         --------------   --------------  --------------   --------------
<S>                                        <C>             <C>               <C>           <C>       
REVENUES:
 Income from Joint Venture ............            --      $43,186,462       $657,145      $3,450,089
  Interest income .....................    $  146,871          734,055         41,967         113,146
                                           ----------      -----------       --------      ----------
                                           $  146,871      $43,920,517       $699,112      $3,563,235
                                                                                        
Cost and Expenses:                                                                      
  General and administrative expenses .        81,621          482,562        155,656         515,242
                                           ----------      -----------       --------      ----------
                                                                                        
  Income before tax ...................        65,250       43,437,955        543,456       3,047,993
  Unincorporated business tax .........       320,300          320,300            --              --
                                           ----------      -----------       --------      ----------
                                                                                        
Net (loss) income .....................    $( 255,050)     $43,117,655       $543,456      $3,047,993
                                           ==========      ===========       ========      ==========
Net (loss) income per                                                                   
   $500 limited                                                                         
   partnership unit                                                                     
   (based on 385,200                                                                    
   Units outstanding) .................    $    (0.56)     $     95.15       $   1.20      $    6.73
                                           ==========      ===========       ========      ==========
                                                                                        
                                                                                        
                                                        Sept. 30, 1996                 Sept. 30, 1995 
                                                        --------------                 -------------- 
                                                                                        
Total assets ..........................                    $10,402,787                     $3,188,168
                                                           ===========                     ==========
</TABLE>


                       See notes to financial statements.


                                       5
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               Exhibit 20 -- 1996 Third Quarter Report

          (b)  The  Partnership  did not file any reports on Form 8-K during the
               quarter ended September 30, 1996.


                                       6
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.


                                            SILVER  SCREEN  PARTNERS II,  L.P.,
                                            a Delaware limited partnership

                                            By: Silver Screen Management,  Inc.,
                                                Managing General Partner


Date:  November 13, 1996                    By: /s/ Roland W. Betts
                                               --------------------------------
                                                Roland W. Betts, President



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