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, 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.)

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,
1997 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,  1997 and
                    December 31, 1996.

                    Statements of Operations -- For the Three and
                    Nine  Months  ended  September  30,  1997 and
                    1996.

                    Statements  of  Partners'  Equity  -- For the
                    Nine Months ended  September 30, 1997 and the
                    Year ended December 31, 1996.

                    Statements  of Cash  Flows  -- For  the  Nine
                    Months ended September 30, 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 and
nine months  ended  September  30, 1997 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, 1997 were
approximately $124,000 and $37,000, respectively, as compared with approximately
$132,000 and $44,000, for the comparable periods in 1996. Revenues for the first
nine  months  and  third   quarter  of  1997   consisted  of  film  revenues  of
approximately $8,000 and $500 respectively, and interest income of approximately
$117,000 and $37,000, while those for the comparable period in 1996 consisted of
film revenues of  approximately  $7,000 and $2,000,  respectively,  and interest
income of  approximately  $125,000 and  $42,000.  Film  revenues  continue to be
infrequent  and  unpredictable.  Film revenues were about the same for the first
nine months in 1997 as in the comparable  period in 1996 while  interest  income
decreased by approximately $8,000 from 1996 to 1997. This is due to the decrease
in funds available for investment and to the decrease of interest rates from the
previous year.  Interest rates applicable to the  Partnership's  investments for
the first nine  months of 1997  ranged  from 5.15% to 5.6%,  while those for the
comparable period in 1996 ranged from 5.12% to 5.79%.


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     Expenses  for the nine months and  quarter  ended  September  30, 1997 were
approximately $98,000 and $32,000,  respectively, as compared with approximately
$97,000 and $30,000 for the comparable periods in 1996. The Partnership expenses
remained constant.

     The Partnership  generated net income before taxes of approximately $26,000
for the nine months ended September 30, 1997, as compared with net income before
taxes of approximately  $36,000 for the comparable period in 1996. The reduction
of  approximately  $10,000 was primarily  attributable to lower interest income.
The Partnership had recorded a contingency  reserve for unincorporated  business
taxes of $946,000  and after a payment of  $106,600  generated  an income  after
taxes of approximately $875,000 in 1996.  Unincorporated business taxes for 1997
will be insignificant and have not been reserved for.

     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 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, to the  investors.  Negotiations  regarding the sale of the U.S. home video
and ancillary  rights to the Films were not concluded in 1996;  the  Partnership
currently  expects to finalize  the sale within 1997.  However,  there can be no
assurance  that  the  Partnership  will  be  able  to  consummate  the  sale  on
satisfactory  terms within such time frame.  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 partnership agreement.


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     During the quarter ended September 30, 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 September 30, 1997, the General  Partners' capital accounts reflect a
deficit of $719,669.  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's  current sources of liquidity
are considered adequate for such needs.

     The  Partnership's tax returns were audited by the City of New York and the
Partnership  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.


                                               SILVER SCREEN PARTNERS, L.P.
                                               ----------------------------
<TABLE>
<CAPTION>
                                     Three Months         Nine Months        Three Months         Nine Months
                                            Ended               Ended               Ended               Ended 
                               September 30, 1997  September 30, 1997  September 30, 1996  September 30, 1996 
                               ------------------  ------------------  ------------------  ------------------ 
<S>                                <C>                 <C>                 <C>                 <C>            
Revenues:                                                                                                     
  Film revenues ..........         $       398         $     7,561         $     1,706         $     7,220    
  Interest income ........              36,600             116,787              41,949             125,227    
                                 -------------       -------------       -------------       -------------    
                                   $    36,998         $   124,348         $    43,655         $   132,447    
Costs and Expenses:                                                                                           
  General and                                                                                                 
   administrative                                                                                             
   expenses ..............             (32,132)            (98,286)            (30,461)            (96,786)   
                                 -------------       -------------       -------------       -------------    
Net income ................        $     4,866         $    26,062         $    13,194         $    35,661    
                                 =============       =============       =============       =============    
                                                                                                              
Net income per $500                                                                                           
  limited partnership                                                                                         
  unit (based on 165,639                                                                                      
  Units outstanding) .....         $      0.03         $      0.16         $      5.10         $      5.23    
                                 =============       =============       =============       =============    
                                                                       
                                             
                                                September 30, 1997                       September 30, 1996
                                                ------------------                       ------------------
                                             
Total assets .............                             $ 2,711,889                             $  3,028,696
                                                     =============                            =============
                                                              
</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 -- 1997 Third Quarter Report

                  (b)        The Partnership did not file any reports on Form
                             8-K during the quarter ended September 30, 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:  November 1_, 1997                By:    /s/ Roland W. Betts
                                            --------------------------------
                                            Roland W. Betts, President



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