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 0-11949

                          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,
1996 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, 1996 and December 31, 1995.

          Statements  of  Operations  -- For the  Three  and Nine  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 three and
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 $132,000 and $44,000, respectively, as compared with approximately
$144,000 and $49,000,  for the comparable periods in 1995. Revenues for the nine
months and third  quarter of 1996  consisted of film  revenues of  approximately
$7,000 and  $4,000,  respectively,  and  investment  revenues  of  approximately
$125,000 and $42,000, while those for the comparable period in 1995 consisted of
film revenues of approximately $7,000 and $4,000,  respectively,  and investment
revenues of  approximately  $136,000 and $46,000.  Film revenues  continue to be
infrequent  and  unpredictable.  Film revenues  remained the same while interest
income decreased by approximately  $11,000 from 1995 to 1996. This is due to the
decrease of interest rates from the previous year.  Interest rates for the first
nine months of 1996 ranged  from 5.12% to 5.79,  while those for the  comparable
period in 1995 ranged from 5.67% to 6.04%.


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<PAGE>


     Expenses  for the nine months and  quarter  ended  September  30, 1996 were
approximately $97,000 and $30,000,  respectively, as compared with approximately
$124,000  and  $31,000  for the  comparable  periods  in 1995.  The  Partnership
expenses decreased by approximately $27,000,  consisting of a reduction of legal
expenses of $14,000,  payroll expense of $3,000,  auditing expense of $8,000 and
miscellaneous expense of $2,000.

     The Partnership generated an income before tax of approximately $36,000 for
the nine months ended  September 30, 1996, as compared with income before tax of
approximately  $20,000 for the  comparable  period in 1995.  The increase in net
income is the result of a reduction of expense in general.

     The  Partnership  had  recorded a  contingency  reserve for  unincorporated
business  taxes of $946,000 and after a payment of $106,000  generated an income
after taxes of  approximately  $875,000.  The  Partnership's  tax  returns  were
audited by the City of New York and the Partnership had 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.  Accordingly, as of
December  31,  1995 the  Partnership  had  recorded  a  contingency  reserve  of
$946,000.  The Partnership contested these assessments and on September 30, 1996
a final amount of $106,600  (including  interest) was reached with New York City
for all periods through December 31, 1995. The liability was paid that date. The
Partnership recorded an income of $839,400 in 1996, representing the reversal of
the  contingency  reserve  in  excess of the  settlement.  The  amount  shown as
Unincorporated  Business Tax is the difference between the settlement amount and
the contingency liability for unincorporated business tax established in earlier
years.

     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.

     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.  The Partnership expects to dissolve by
the end of 1996.

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


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

     As of September 30, 1996, the General  Partners' capital accounts reflect a
deficit of $719,976.  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.

     The  Partnership  expects  to  dissolve  by the  end  of  1996  upon  final
disposition of the remaining assets and distribution of 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, 1996  September 30, 1996  September 30, 1995  September 30, 1995
                               ------------------  ------------------  ------------------  ------------------
<S>                                <C>                 <C>                 <C>                 <C>         
Revenues:                                                   
  Film revenues ..........         $     1,706         $     7,220         $     3,510         $      7,411
  Interest income ........              41,949             125,227              45,721              136,230
                                 -------------       -------------       -------------        -------------
                                   $    43,655         $   132,447         $    49,231         $    143,641
Costs and Expenses:                                                                  
  General and
   administrative
   expenses ..............             (30,461)            (96,786)            (30,607)            (123,777)
                                 -------------       -------------       -------------        -------------
Income before tax.........              13,194              35,661              18,624               19,864
Unincorporated business
   tax ...................             839,400             839,400                  --             (746,000) 
                                 -------------       -------------       -------------        -------------

Net income (loss) .........        $   852,594         $   875,061         $    18,624         $   (726,136)
                                 =============       =============       =============        =============

Net income per $500
  limited partnership
  unit (based on 165,639
  Units outstanding) .....         $      5.10         $      5.23         $      0.11         $      (4.34)
                                 =============       =============       =============        =============

                                             
                                                September 30, 1996                       September 30, 1995
                                                ------------------                       ------------------
                                             
Total assets .............                             $ 3,028,696                             $  3,102,435
                                                     =============                            =============
                                                              
</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 -- 1996 Third Quarter Report

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







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



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