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 June 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 June 30, 1998
Second Quarter Report of Silver Screen Partners,  L.P. (the "Partnership") filed
herewith as Exhibit 20 and is incorporated herein by reference.

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

          Statements  of  Operations  -- For the Three and Six Months ended June
          30, 1998 and 1997.

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

          Statements of Cash Flows -- For the Six Months ended June 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
six months ended June 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  six  months  and  quarter  ended  June  30,  1998  were
approximately $70,000 and $32,000,  respectively, as compared with approximately
$87,000 and $45,000 for the  comparable  periods in 1997.  Revenues  for the six
months and second  quarter of 1998  consisted of film revenues of  approximately
$4,000 and $0,  respectively,  and interest income of approximately  $67,000 and
$32,000, respectively,  while those for the comparable periods in 1997 consisted
of film revenues of approximately $7,000 and $5,000, respectively,  and interest
income  of  approximately  $80,000  and  $40,000,  respectively.  Film  revenues
continue  to  be  infrequent  and  unpredictable.  Film  revenues  decreased  by
approximately  $3,000  from 1997 to 1998  while  interest  income  decreased  by
approximately  $13,000  from 1997 to 1998.  This is due to the decrease in funds
available for investment  from the previous  year.  Interest rates for the first
six months of 1998  ranged from 5.17% to 5.4%,  while  those for the  comparable
period in 1997 ranged from 5.27% to 5.6%.



                                       2
<PAGE>


     Expenses  for  the  six  months  and  quarter  ended  June  30,  1998  were
approximately $119,000 and $82,000, respectively, as compared with approximately
$66,000 and  $31,000,  respectively,  for the  comparable  periods in 1997.  The
Partnership's  expenses increased by approximately  $53,000. The issues with the
film industry  guilds with respect to historical  residual  payment  obligations
were  resolved  during the quarter  resulting  in an expense of  $30,187,  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 by
$6,000.

     The  Partnership  generated net loss of  approximately  $49,000 for the six
months ended June 30, 1998, as compared with net income of approximately $21,000
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  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  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 net proceeds,
if any, received from such sale to the investors.  However, 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
1997;  the  Partnership  currently  expects to finalize the sale during 1998. In
order to conclude this sale, any contingent liabilities that the Partnership may
have 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
partnership agreement.

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


                                       3
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     Liquidity and Capital Resources
     -------------------------------

     As of June 30,  1998,  the General  Partners'  capital  accounts  reflect a
deficit of $720,091.  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.



                                       4
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ITEM 3.  SELECTED FINANCIAL DATA.


                          SILVER SCREEN PARTNERS, L.P.
<TABLE>
<CAPTION>
                                Three Months     Six Months   Three Months     Six Months
                                       Ended          Ended          Ended          Ended
                               June 30, 1998  June 30, 1998  June 30, 1997  June 30, 1997
                               -------------  -------------  -------------  -------------
<S>                            <C>            <C>            <C>            <C>          
                                                                                         
                                                                                         
REVENUES:
  Film revenues ...........      $       --     $     3,595    $     4,559    $     7,163
  Interest income .........           31,988         66,537         40,243         80,187
                               -------------  -------------  -------------  -------------
                                 $    31,988    $    70,132    $    44,802    $    87,350
COSTS AND EXPENSES:
  Film industry guilds
   obligation .............           30,187         30,187            --             --
  General and                                                                            
   administrative                                                                         
   expenses ...............           51,560         89,030         31,122         66,154
                               -------------  -------------  -------------  -------------
                                                                                         
Net (loss) income .........      $   (49,759)   $   (49,085)   $    13,680    $    21,196
                               =============  =============  =============  =============
Net (loss) income per $500
  limited partnership                                                                    
  unit (based on 165,639                                                                 
  Units outstanding) ......      $     (0.30)   $     (0.29)   $      0.08    $      0.13
                               =============  =============  =============  =============

                                                                                        
                                              June 30, 1998                 June 30, 1997
                                              -------------                 -------------
                                                                                         
Total assets ..............                     $ 2,053,835                   $ 2,873,211
                                              =============                 =============
</TABLE>                                                     
                                                             
                       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 -- 1998 Second Quarter Report

       (b)    The Partnership did not file any reports on Form
              8-K during the quarter ended June 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: August 13, 1998                          By:   /s/ Roland W. Betts
                                                --------------------------------
                                                   Roland W. Betts, President








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