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 March 31, 1997

                                       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 0-11949

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

Delaware                                                         13-3163899
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

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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                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

     The  financial  information  set forth  below is set forth in the March 31,
1997 First Quarter Report of Silver Screen  Partners,  L.P. (the  "Partnership")
filed herewith as Exhibit 20 and is incorporated herein by reference.

            Balance  Sheets -- March 31,  1997 and  December  31,
            1996.

            Statements  of  Operations  -- For the  Three  Months
            ended March 31, 1997 and 1996.

            Statements  of  Partners'  Equity  -- For  the  Three
            Months  ended  March  31,  1997  and the  Year  ended
            December 31, 1996.

            Statements  of Cash  Flows  -- For the  Three  Months
            ended March 31, 1997 and 1996.

            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 three months
ended March 31, 1997 are not necessarily indicative of the results of operations
which may be expected for the entire year.


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

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

     Revenues  for the three  months  ended  March 31,  1997 were  approximately
$43,000, as compared with approximately  $46,000 for the comparable three months
in 1996.  Revenues for the first three months of 1997 consisted of film revenues
of approximately  $3,000 and investment revenues of approximately  $40,000 while
those  for  the  comparable  period  in  1996  consisted  of  film  revenues  of
approximately  $4,000 and investment  revenues of  approximately  $42,000.  Film
revenues continue to be infrequent and unpredictable. Film revenues increased by
approximately   $1,000  from  1996  to  1997.   Interest  income   decreased  by
approximately  $2,000  from 1996 to 1997.  This is due to the  decrease in funds
available for investment  from the previous  year.  Interest rates for the first
three months of 1997 ranged from 5.27% to 5.53%,  while those for the comparable
period in 1996 ranged from 5.12% to 5.79%.

     Expenses  for the three  months  ended  March 31,  1997 were  approximately
$35,000 as compared  with  approximately  $40,000 for the  comparable  period in
1996. The Partnership expenses in general decreased by approximately $5,000.

     The Partnership  generated net income of approximately $8,000 for the three
months ended March 31, 1997, as compared with net income of approximately $5,000
for the comparable period in 1996. The increase in net income is mainly due to a
decrease of expense.

     The  Partnership  pre-licensed  certain  television  rights  (which  became
available one year after theatrical release) on all of its films to a subsidiary
of HBO for a price  determined by a formula designed to assure the Partnership a
return of 100% of its original  investment  in each  completed  film. As part of
this  arrangement,  HBO  agreed  to  pay a  minimum  license  fee  of 50% of the
Partnership's  investment  in each film  without  regard to other film  revenues
earned.  Amounts due to the  Partnership  from HBO were payable five years after
the United States theatrical release of each film, but not later than August 31,
1991. The Partnership has received  substantially all film revenues and the full
amount of license fees from HBO.

     The Partnership  financed seven films, all of which have been completed and
released in most media. Total budgets amounted to approximately $73,800,000,  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 seven Partnership films are: "Flashpoint," released on August 31, 1984;
"Heaven Help Us," released on February 8, 1985; "Volunteers," released on August
16, 1985;  "Sweet Dreams,"  released on October 2, 1985; "Head Office," released
on January 3, 1986;  "The  Hitcher,"  released on February  21,  1986;  and "Odd
Jobs," released on March 7, 1986.


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     By the end of 1993, the U.S. home video rights to the  Partnership's  films
reverted back to the  Partnership.  The Partnership  plans to sell these rights,
along  with any other  residual  rights to the  Films,  and  distribute  any net
proceeds  received from such sale to the  investors.  The  Partnership  does not
expect these revenues to be significant.  Negotiations regarding the sale of the
U.S.  home video and  ancillary  rights to the Films were not concluded in 1996;
the  Partnership  currently  hopes to finalize the sale within 1997. In order to
conclude this sale, any contingent  liabilities that the Partnership may have in
respect of residual obligations relating to the Films must be settled or assumed
by the buyer of the Partnership's rights. It is impossible to predict the extent
to which the Partnership's  remaining assets will be required to be dedicated to
these  contingent  liabilities.  To the extent that the  Partnership  has assets
remaining after such a settlement or assumption, such assets will be distributed
to the partners in accordance with the Silver Screen partnership agreement.

     During the  quarter  ended March 31,  1997,  the  Partnership  made no cash
distributions to the Partners because  revenues  generated were  insufficient to
warrant a distribution.


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

     As of March 31, 1997,  the General  Partners'  capital  accounts  reflect a
deficit of $719,855.  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.

     The Partnership has no material requirements for liquidity,  other than its
general and  administrative  expenses and  distributions  to holders of Units of
limited  partnership  interests.  Such sources are considered  adequate for such
needs.

     The  Partnership's  tax  returns  were  audited by the City of New York and
received  assessments for  unincorporated  business tax of $675,887 covering the
period  from  June  8,  1983  (inception)  through  December  31,  1990.  It was
anticipated that additional assessments,  approximating $70,000, would be issued
for the years  subsequent to December 31, 1990. All assessments  were subject to
interest.

     The Partnership  contested  these  assessments and on September 30, 1996, a
final settlement of $106,600  (including  interest) was reached with the City of
New York and paid for all periods through December 31, 1995.


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ITEM 3.  SELECTED FINANCIAL DATA.


                                                   Three Months   Three Months 
                                                      Ended          Ended     
                                                  March 31, 1997 March 31, 1996
                                                  -------------- --------------
                                                                 
Revenues
  Film revenues ..............................    $     2,604       $     3,856 
  Interest income ............................         39,944            41,918
                                                  -----------       -----------
                                                       42,548            45,774
Expenses                                                                       
  General and administrative
   expenses ..................................         35,032            40,404
                                                  -----------       -----------
Net income ...................................          7,516             5,370
                                                  ===========       ===========
Net income (loss) per a $500                                                   
  limited partnership                                                          
  unit (based on 165,639                                                       
  Units outstanding) .........................    $       .04       $       .03
                                                  ===========       ===========
                                                                               
Cash distribution                                                              
  per $500 limited                                                             
  partnership unit ...........................    $      0.00       $      0.00
                                                  ===========       ===========
                                                                               
                                                                               
                                               March 31, 1997    March 31, 1996
                                               --------------    --------------
                                                                               
Total assets .................................    $ 2,991,225       $ 3,116,101
                                                   ==========        ========== 
                                                                 

                       See notes to financial statements.











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                           PART 11. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

       (a)    Exhibits:

              Exhibit 20 -- 1997 First Quarter Report

       (b)    The Partnership did not file any reports on Form
              8-K during the quarter ended March 31, 1997.











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                                   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,  L.P.,
                                             a Delaware limited partnership

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


Date:  May 14, 1997                          By:   /s/ Roland W. Betts
                                                --------------------------------
                                                   Roland W. Betts, President








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