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, 1998

                                       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.)

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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                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

     The financial information set forth below is set forth in the September 30,
1998 Third Quarter Report of Silver Screen  Partners,  L.P. (the  "Partnership")
filed herewith as Exhibit 20 and is incorporated herein by reference.

                    Balance  Sheets  --  September  30,  1998 and
                    December 31, 1997.

                    Statements of Operations -- For the Three and
                    Nine  Months  ended  September  30,  1998 and
                    1997.

                    Statements  of  Partners'  Equity  -- For the
                    Nine Months ended  September 30, 1998 and the
                    Year ended December 31, 1997.

                    Statements  of Cash  Flows  -- For  the  Nine
                    Months ended September 30, 1998 and 1997.

                    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 and
nine months  ended  September  30, 1998 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, 1998 were
approximately   $446,000   and   $376,000,   respectively,   as  compared   with
approximately  $124,000 and $37,000 for the comparable periods in 1997. Revenues
for the nine  months and third  quarter of 1998  consisted  of film  revenues of
approximately  $354,000  and  $350,000,  respectively,  and  interest  income of
approximately $93,000 and $26,000, respectively,  while those for the comparable
period in 1997  consisted  of film  revenues  of  approximately  $8,000  and $0,
respectively,  and  interest  income  of  approximately  $117,000  and  $37,000,
respectively.  The  Partnership  sold its remaining  rights to the portfolio for
$350,000 during the quarter.  Interest income decreased by approximately $24,000
from 1997 to 1998. This is due to the decrease in funds available for investment
from the previous year.  Interest rates for the first nine months of 1998 ranged
from 4.93% to 5.4%,  while those for the  comparable  period in 1997 ranged from
5.15% to 5.6%.


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<PAGE>


     Expenses  for the nine months and  quarter  ended  September  30, 1998 were
approximately $155,000 and $36,000, respectively, as compared with approximately
$98,000 and  $32,000,  respectively,  for the  comparable  periods in 1997.  The
Partnership's  expenses increased by approximately  $57,000. The issues with the
film  industry  guilds  were  resolved  during the nine months  resulting  in an
expense of $30,188,  which  represents  the  difference  between the  settlement
amounting to $628,460  and the reserve for other  liabilities  of  $598,273.  In
addition,  legal  expenses  increased  by  approximately  $17,000  and  expenses
relating to reporting to investors increased by $6,000.

     The Partnership generated net income of approximately $292,000 for the nine
months ended  September 30, 1998,  as compared with net income of  approximately
$26,000 for the comparable period in 1997.

     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  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  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.

     By the end of 1993, the U.S. home video rights to the  Partnership's  films
reverted back to the  Partnership.  The Partnership sold these rights during the
quarter  and  expects to  dissolve  by  November  16,  1998 and  distribute  the
available balance of cash at that time.


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     During the quarter ended September 30, 1998, the  Partnership  made no cash
distributions to the Partners because  revenues  generated were  insufficient to
warrant a distribution.


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

     As of September 30, 1998, the General  Partners' capital accounts reflect a
deficit of $716,683.  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 expects to dissolve by November 16, 1998 and distribute the
remaining cash to the Partners.


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ITEM 3.  SELECTED FINANCIAL DATA.


                                               SILVER SCREEN PARTNERS, L.P.
                                               ----------------------------
<TABLE>
<CAPTION>
                                     Three Months         Nine Months        Three Months         Nine Months
                                            Ended               Ended               Ended               Ended
                               September 30, 1998  September 30, 1998  September 30, 1997  September 30, 1997
                               ------------------  ------------------  ------------------  ------------------
<S>                                <C>                 <C>                 <C>                 <C>           
Revenues:                                                                                                    
  Film revenues ..........         $   350,000         $   353,595         $       398         $     7,561   
  Interest income ........              26,300              92,837              36,600             116,787   
                                 -------------       -------------       -------------       -------------   
                                   $   376,300         $   446,432         $    36,998         $   124,348   
Costs and Expenses:                                                                                          
  Film industry                                                                                              
   guilds obligations ....                  -              (30,188)                 -                   -    
  General and                                                                                                
   administrative                                                                                            
   expenses ..............             (35,503)           (124,533)            (32,132)            (98,286)  
                                 -------------       -------------       -------------       -------------   
Net income ................        $   340,797         $   291,711         $     4,866         $    26,062   
                                 =============       =============       =============       =============   
                                                                                                             
Net income per $500                                                                                          
  limited partnership                                                                                        
  unit (based on 165,639                                                                                     
  Units outstanding) .....         $      2.04         $      1.74         $      0.03         $      0.16   
                                 =============       =============       =============       =============   
                                                                       
                                             
                                                September 30, 1998                       September 30, 1997
                                                ------------------                       ------------------
                                             
Total assets .............                             $ 2,349,710                             $  2,711,889
                                                     =============                            =============
                                                              
</TABLE>

                       See notes to financial statements.


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                           PART II. OTHER INFORMATION


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

                  (a)        Exhibits:

                             Exhibit 20 -- 1998 Third Quarter Report

                  (b)        The Partnership did not file any reports on Form
                             8-K during the quarter ended September 30, 1998.







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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:  November 13, 1998                By:    /s/ Roland W. Betts
                                            --------------------------------
                                            Roland W. Betts, President



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