SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
  [x]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [FEE
                             REQUIRED] OR
    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF
               THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
                          REQUIRED]
For Fiscal Year Ended
Commission File
December 31, 1996
Number 0-17469

                      CINEMA PLUS, L.P.
                   (Exact name of registrant as specified
                   in its certificate of limited
                   partnership)
                   
       Delaware
13-3437795
(State or other jurisdiction of
(IRS Employer
 incorporation or organization)
Identification No.)

   1100 Avenue of the Americas, New York, New York  10036
  (Address of principal executive offices)      (Zip Code)
  
Registrant's telephone number, including area code: (212) 512
1000
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 Interests

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
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes   x      No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.       [x]


   As of March 15, 1997, there were 43,286 units of limited
partnership interests outstanding, all held by non-affiliates.
The aggregate market value of those interests is not

determinable because there is no active public trading market

for the units. <PAGE>

                            PART I.

Item 1.  Business.

Formation.

   Cinema Plus, L.P. (the "Partnership")  is a Delaware

limited partnership which was formed to finance, own and

exploit through various distribution arrangements English

language feature-length theatrical motion pictures ("Films"

or "Partnership Films").  The Partnership was organized

under the laws of the State of Delaware on September 10,

1987.  HBO Film Management, Inc., a Delaware corporation

wholly owned by Time Warner Operations Inc. ("Time

Warner"), is the managing general partner (the "Managing

General Partner") of the Partnership.  Entertainment

Finance Services, Inc., a Delaware corporation, is the

administrative general partner (the "Administrative General

Partner") of the Partnership.  The Managing General Partner

and the Administrative General Partner are sometimes

collectively referred to as the "General Partners."  A

public offering (the "Offering") of limited partnership

interests was completed over the course of two closings,

the first of which took place on August 5, 1988 and the

second of which took place on September 30, 1988.  36,028

units and 7,398 units, respectively, of limited partnership

interests were sold at the closings, at a price of $1,000

per unit. Pursuant to section 6.4 of the limited

partnership agreement, 140 limited partnership units were

redeemed in October 1989.  Accordingly, the Partnership

received gross proceeds in the amount of $43,286,000 (the

"Gross Proceeds") and net proceeds in the amount of

$37,341,000 (the "Net Proceeds") after adjusting for the

140 units that were redeemed.  Subscriptions were accepted

by the Partnership from taxable as well as tax-exempt

investors and from United States citizens and foreign

investors.  In the event that the Partnership terminates or

is dissolved prior to the time that an Assured Return of

Film Investment Payment is to be made, provision will be

made in accordance with the limited partnership agreement

for payment of such Assured Return of Film Investment

Payment.  Such provision may include the appointment of a

liquidating trustee to receive such payments and transmit

them to the former limited partners.

As is required by its limited partnership agreement, the

Partnership will dissolve at the expiration of its term on

September 30, 1997, and the Partnership Assets shall thereupon

be liquidated and distributed in accordance with such

agreement. Provisions shall be made, as necessary,  prior to

such date for the establishment of a trust for the purpose,

among others, of receiving and distributing the Assured Return

of Film Investment Payments in accordance with the limited

partnership agreement at the time, and to the limited partners

to whom, they would otherwise become due.

Business Plan.

   The Partnership invested in the production of four Films

which had production costs (including contingency reserves,

the production and overhead fees payable to the General

Partners, and completion bond fees) ranging from approximately

$11 million to approximately $22 million per Film, with an

average production cost of approximately $16.5 million.  The

dollar amounts set forth in the preceding sentence are higher

than those anticipated at the time of the Offering and

included in the Offering prospectus (the "Prospectus");

however, the aggregate Partnership Investment (as defined

below) and ownership interest in Films has remained unchanged.

As of December 31, 1996, an aggregate of $98,383,000

(including the HBO Commitment, as defined below) had been

incurred toward the production and theatrical release of

Partnership Films.  Each Partnership Film was produced by an

experienced independent producer and was distributed

theatrically by Warner Bros. ("Warner"),  a division of Time

Warner Entertainment Company, L.P., as assignee of Warner

Bros., Inc., in the United States and Canada.  In addition,

Warner has the right to distribute the Partnership's Films on

network television in the United States and Canada.

Distribution rights in all other domestic television and

consumer video media have been licensed on an exclusive basis

in perpetuity to Home Box Office ("HBO"), a

division of Time Warner Entertainment Company, L.P., as

assignee of Home Box Office, Inc.  All other distribution

rights have been licensed to distributors selected by the

Managing General Partner.  See "Film Distribution."  The

Partnership will not produce any additional Films.

Film Selection.

  As of December 31, 1996, all of the Partnership's Films had

been released in domestic theatres.

 The title and domestic theatrical release date for the Films

are set forth below:

       Title                                      Release Date

       Switch                                    May 1991
       Don't Tell Mom The Babysitter's Dead
        ("Don't Tell Mom")                        June 1991
       Ricochet                                   October 1991
       Mom and Dad Save The World                 July 1992
  As of March l5, 1997, all of the Partnership Films had been

released in foreign markets and have been made available

domestically on video cassette.  In addition, as of March 15,

1997, "Don't Tell Mom" and "Ricochet" have been exhibited on

network television; and "Switch" has been exhibited on

syndicated television.

Film Production.

    The Partnership monitored all phases of production and

administered all Partnership funds invested in Films.

Negotiation of production agreements was undertaken by the

Managing General Partner.  Subject to the Partnership's

approval rights exercised through the Managing General

Partner, the independent producer, in consultation with

creative personnel, made all determinations concerning

creative and artistic matters and conducted all day-to-day

operations concerning the production of a Film.

  The agreement with each independent producer provided HBO,

the Partnership and the theatrical distributor the right of
approval regarding the subject matter, story-line and
screenplay of each Film.  The Partnership also had certain
approval rights

concerning artistic personnel (such as principal cast and

director).  In addition, each agreement with an independent

producer provided a maximum budget for each Film, and the

Partnership also exercised certain approval rights over line

items in each budget.  Furthermore, each such agreement

provides that the Partnership will control in perpetuity all

rights (including copyright) in the Films throughout the

world.

   Production Costs.  The "Budgeted Negative Cost of a Film"

represents its budgeted production cost which includes the

following elements:

           o    the estimated direct production

           costs of a

                Film, including all costs

           incurred in

                connection with the acquisition

           of rights,

                the development of the project,

           the anticipated costs of principal

           photography and post-production

           (including interest on development

           and production expenditures advanced

           by HBO prior to commitment of funds

           by the Partnership, and all other

           costs associated with delivering a

           Film and complying with negotiated

           delivery requirements), and a fee

           payable to the independent producers

           of a Film (the "Direct Costs");

           o    a net bonding fee paid to the

           completion guarantor in an amount

           which did not exceed 6% of the

           Direct Costs;

                        o    a production

                        contingency fund in an

                        amount equal to 10%

of the Direct Costs

                        (the "Contingency"); and

         o a fee payable to the General Partners

(the                    "Production and Overhead

Fee") equal to 12.5%                   of the

total of the Direct Costs, the bonding fee and

the Contingency, as compensation to the General

Partners

           for negotiating and administering

production, financing

            and    distribution agreements,

reviewing and

                approving Film budgets,

           monitoring expenditures of

           Partnership funds, monitoring and

           auditing Film revenues and accounting

           and reporting to investors.  See

           "Executive Compensation."

       The full amount actually paid by the Partnership
directly in connection with a Film's production and delivery
to the Partnership (including deferments, bonuses and
participations, if any, in gross receipts payable to
creative personnel before the Partnership has recouped its
investment in such Film), after taking into account any
rebates provided to the Partnership by the completion
guarantor or any other party and any portion of the
Contingency which was not expended, is the "Partnership
Investment," which is the amount upon which the Assured
Return of Film Investment Payment (as defined below) is
based.  See "Film Distribution - Domestic Cable and Other
Non-Standard Television and ThirdParty Participations."  The
Partnership Investment does not

include the HBO Commitment, the Shortfall Production Advance

(as defined below), or certain interest which has been

capitalized for purposes of the financial statements that

accompany this report.  See "HBO Commitment."

       All costs and expenses relating to the production of

a Film to be paid by the Partnership were advanced in

accordance with budget, production and cash flow schedules

approved by the Partnership and HBO.  The Administrative

General Partner monitored the compliance with such

schedules. Shortfall Production Advance.

       HBO loaned to the Partnership, on a non-recourse

basis to the general and limited partners, the additional

funds necessary to complete the production of the

Partnership's last Film to commence principal photography,

entitled "Ricochet" (the "Shortfall Production Advance").

HBO is entitled to recoup this loan with interest at the

Prime Rate from funds remitted to the Partnership (other

than the Foreign Distribution Advance used to repay the HBO

Commitment) from the exploitation of such Film.  See Note

4(b) of the Financial Statements for financial information

relating to the Shortfall Production Advance.

 HBO Commitment.

       Pursuant to the terms of the HBO License Agreement,
HBO advanced to the Partnership, for investment in each
Partnership Film, approximately 30% of the aggregate
production costs of such Film (the "HBO Commitment").  On a
per Film basis, the amount so advanced approximated the
advance payable to the Partnership for foreign distribution
rights (the "Foreign Distribution Advance") discounted by an
amount attributable to interest at the Prime Rate.  For each
Partnership Film, HBO is entitled to recoup the HBO
Commitment, plus interest, from the Foreign Distribution
Advance as it is paid.  See Note 4(a) of the Financial

Statements for financial information relating to the HBO

Commitment.

Film Distribution.

       The Managing General Partner has negotiated and

entered into agreements on behalf of the Partnership for the

worldwide distribution of its Films in all media in which

HBO does not distribute directly.  Each Partnership Film has

been distributed theatrically by Warner in the United States

and Canada.  In addition, Warner has the right to distribute

the Partnership's Films on network television in the United

States and Canada.  Distribution rights in all other

domestic television and consumer video media have been

licensed on an exclusive basis in perpetuity to HBO.

       Domestic Theatrical Distribution.  The Partnership

was party to an agreement with Metro-Goldwyn-Mayer Pictures,

Inc. ("MGM") which granted MGM the exclusive right to

distribute certain of the Partnership's Mercury/Douglas

Films in the domestic theatrical and non-theatrical media

and in the foreign media.  By its terms, the MGM agreement

is no longer in effect.

       On October 2, 1989, the Partnership entered into an
agreement with Warner granting Warner the right to
distribute each of the Partnership's Films in the domestic
theatrical and network television media (hereinafter
referred to as the "Warner Agreement").  HBO agreed to
provide for the expenditure of not less than $5 million in
print and advertising costs in connection with each Film's
domestic theatrical release.  HBO is entitled to recoup that
portion of such expenditure which is in excess of the HBO
P&A Advance (as defined below), plus interest at the Prime
Rate, from domestic theatrical revenues ("Rentals") and Non-
Theatrical Revenues (as defined below) remitted to the
Partnership with respect to such Film.  "Non-Theatrical
Revenues" has the

meaning commonly given to such term in the motion picture

industry, which does not include television or home video

revenues.  HBO is entitled to recoup the lesser of

$5,000,000 or 50% of such expenditures (the "HBO P&A

Advance") for a Film, plus interest at the Prime Rate, in a

priority position from all the funds remitted to the

Partnership from the exploitation of such Film (excluding

the Foreign Distribution Advance which will be used to repay

the HBO Commitment). Print and advertising costs incurred in

connection with the domestic theatrical distribution of each

Film in excess of those funded by HBO were paid by Warner;

Warner is entitled to recoup such amounts from Rentals and

Non-Theatrical Revenues.  In addition, Warner received a

distribution fee equal to 15% of each Film's Rentals and Non-

Theatrical Revenues.  Rentals and Non-Theatrical Revenue

less Warner's distribution fees and expenses and amounts

recoupable by HBO were remitted to the Partnership.

Revenues from each Film are accounted for separately.  See

Note 4(c) of the Financial Statements for financial

information relating to Print and Advertising Expenses.

       Domestic Consumer Video.  Domestic consumer video
distribution rights in the Films have been licensed to HBO.
The Partnership receives 100% of domestic consumer video
revenues (after the deduction of direct manufacturing,
marketing, advertising and distribution costs, and guild
residuals as well as any amounts recoupable by HBO) from
each Film until the Partnership has received sufficient
funds from domestic consumer video and all prior sources to
recoup its Investment in the Film. Thereafter, the
Partnership receives 35% of domestic consumer video revenues
(after deduction of direct manufacturing, marketing,
advertising and distribution costs and guild residuals).
See Note 3(b) of the Financial Statements for financial
information relating to the Net

Domestic Video Receivable.

       Domestic Cable and Other Non-Standard Television.

All domestic cable and other non-standard television rights

and all English-language foreign cable and other non-

standard television rights in the Films have been licensed

to HBO. For each Film, the Partnership receives a license

fee from HBO for these rights based on a percentage of the

Rentals earned by a Film.  License fees are payable within

90 days after a Film first becomes available for non-

standard television exhibition on a subscription basis by

HBO, which has been generally six to thirteen months after a

Film's initial theatrical release.  The Partnership receives

an amount equal to 20% of Rentals between $10 million and

$20 million, plus 10% of Rentals between $20 million and $40

million, plus 5% of Rentals between $40 million and $60

million.  HBO is entitled to retain amounts recoupable by it

from amounts otherwise payable to the Partnership with

respect to this source of revenue.  In the aggregate, as of

December 31, 1996 the Partnership had recorded $ 29,000 for

non-standard television net revenues related to "Don't Tell

Mom."  The Partnership does not anticipate any other

significant domestic cable or non-standard television

revenue.

       Under the HBO License Agreement, if net proceeds from
all sources to the Partnership are less than 115% of the
Partnership Investment in any Film, HBO will pay to the
Partnership on the seventh anniversary of the theatrical
release of that Film an additional license fee sufficient to
assure an aggregate return to the Partnership of 115% of the
Partnership Investment in that Film (the "Assured Return of
Film Investment Payment" or "ARFIP").  In return for HBO's
agreement to make the Assured Return of Film Investment
Payment, the Partnership has agreed to pay HBO 10% of the

Partnership's subsequent revenues from each Film after the

Partnership has received from all sources 115% of its

Investment in the Film.  Based on the anticipated

performance of the Partnership's Films at December 31, 1996,

it is expected that HBO will be required to make an Assured

Return on Film Investment Payment with respect to each of

these Films.  Accordingly, $21,540,000 (amount present

valued) was recorded by the Partnership as a receivable in

the accompanying financial statements as of December 31,

1996. ARFIP payments will be payable to the Partnership in

1998 and 1999.

       With respect to any Film for which an ARFIP is made,

HBO will thereafter be entitled to receive from the

Partnership any additional revenues received by the

Partnership with respect to that Film until the entire

amount of such ARFIP has been recouped by HBO.  If HBO has

not recouped this ARFIP for a Film by July l999, the

Partnership will be

required to pay to HBO at that time an amount (the "HBO
Interest Recoupment") equal to the lesser of: (a) the sum of
the unrecouped ARFIP and the non-standard television
residuals for such Film or (b) the Per Film Interest.  "Per
Film Interest" represents the interest income earned on
Partnership Funds awaiting investment in Films divided by
the four Partnership Films.  $283,000, $218,000, and
$246,000 was recorded by the Partnership as an expense
relating to Per Film Interest for the years ended December
31, 1996, 1995 and 1994, respectively.  $4,251,000 (amount
present valued) has been recorded by the Partnership and
included in the Payable to HBO in the accompanying financial
statements as of December 31, l996.  This expense does not
have any effect on the Partnership's entitlement to receive
115% of the Partnership Investment in Films.

       Domestic Standard Broadcast Television-Network.

Pursuant to the Warner Agreement, the Partnership has

granted domestic network television rights in the Films to

Warner. HBO and Warner will receive a distribution fee

aggregating no more than 20% of the gross receipts from such

license.  The remaining revenues, less distribution expenses

and guild residuals, are being remitted to the Partnership.

HBO will be entitled to retain amounts recoupable by it from

amounts otherwise payable to the Partnership with respect to

this source of revenue. "Ricochet" aired on network

television during the first quarter of 1995 and the third

quarter of 1996.  See Note 3(a) of the Financial Statements

for financial information relating to the Network Receivable

from HBO.

       Domestic Standard Broadcast Television-Syndication.

Domestic syndicated television rights in the Films may be

licensed by HBO (or a subdistributor designated by HBO) on

behalf of the Partnership.  HBO and its subdistributor, if

any, will receive distribution fees aggregating no more than

37.5% of the gross receipts from such license.  Gross

receipts less distribution fees and expenses and guild

residuals will be remitted to the Partnership.  HBO will be

entitled to retain amounts recoupable by it from amounts

otherwise payable to the Partnership with respect to this

source of revenue.  Through an arrangement in which Warner

acted as subdistributor, "Switch" aired on syndicated

television during the third quarter of l994.

       Foreign Distribution-All Media.  The Partnership has

an agreement with The Odyssey/Regency Switch Company

("Odyssey"), a joint venture between Odyssey Distributors,

B.V. and Regency International Pictures, B.V., which grants

to Odyssey foreign distribution rights with respect to the

Partnership Film "Switch" in media other than foreign
English-

language cable and other non-standard television which

rights are licensed to HBO.  Pursuant to the terms of the

Odyssey agreement, during 1991 the Partnership received

approximately $7,925,000 representing 47% of the production

cost of "Switch."  The advance was paid to HBO in

reimbursement of the HBO Commitment for "Switch" together

with interest thereon at the Prime Rate.  With respect to

the remaining three Films, the Partnership has an agreement

with The Summit Group (MEV) N.V. ("Summit") which appoints

Summit as the Partnership's exclusive sales agent for these

three Films in foreign territories.  As such, Summit is

entitled to receive distribution fees calculated upon, and

recoup its distribution expenses out of, the gross proceeds

of these Films from foreign territories.  See Note 4(a) of

the Financial Statements for financial information relating

to the HBO Commitment.

       Worldwide Music, Merchandising and Publication.  To
the extent not otherwise acquired by the domestic or
foreign distributors of the Partnership Films, all music,
merchandising and publication rights in the Partnership
Films may be licensed by HBO on behalf of the Partnership.
HBO will be entitled to a fee not to exceed 20% of the
revenues to the Partnership from the exploitation of these
rights. Soundtrack album agreements have been entered into
for certain of the Partnership's Films.  All revenues
(other than album advances offset by music production
costs), less fees payable to HBO and to third parties from
the exploitation of music, merchandising and publication
rights, were paid to the Partnership.  HBO will be entitled
to retain amounts recoupable by it from amounts otherwise
payable to the Partnership with respect to this source of
revenue.  The Partnership does not anticipate receiving any
additional revenue from this source of income.

       Remakes, Sequels, Television Movies and Television

Series.  The Partnership will receive fixed payments and,

in certain circumstances, revenue participations in the

event that a remake, sequel, television movie or television

series is produced based on a Partnership Film.  HBO will

be entitled to retain amounts recoupable by it from amounts

otherwise payable to the Partnership with respect to this

source of revenue.  The Partnership does not anticipate

that a remake, sequel, television movie or television

series will be produced based on any of the Partnership

Films.

       Third Party Participations.  The Partnership's

agreements with independent producers generally provide

that third party profit participations (i) will not be

payable until after the Partnership recoups 110% of the

Partnership Investment in the relevant Film and (ii) will

generally not exceed 45% of Partnership revenues on that

Film thereafter. Based on estimates of ultimate net revenue

as of December 31, 1996, additional profit participations

will be paid only with respect to "Don't Tell Mom."

Competition.

       The Partnership must compete with other filmmakers

for the services of a limited number of distribution

companies, including distribution companies which engage in

the production of their own motion pictures.  Competition

for distribution in other media is as intense as the

competition for theatrical distribution.

Employees.

     The Partnership has no employees; its business is

conducted by the Managing General Partner and the
Administrative General Partner.  The Administrative General
Partner has retained Magera Management Corporation
("Magera") to provide operational and financial services as
well as certain supervisory services for the Partnership.
See Item

l0, "Directors and Executive Officers of the

Partnership." Magera has seven employees who perform

services for the Administrative General Partner and for

the general partners of other private and public limited

partnerships.

Item 2.    Properties.

       The executive offices of the Partnership and the

General Partners are located at 1100 Avenue of the

Americas, New York, New York 10036.  The Partnership pays

no rent; all charges for leased space and administrative

facilities are borne by the General Partners.

Item 3.    Legal Proceedings.

      On August 14, 1995, a lawsuit styled as a class

action was filed by two holders of  Cinema Plus limited

partnership units in the United States District Court of

the Western District of Pennsylvania against HBO Film

Management, Inc. and Entertainment Finance Services, Inc.,

the general partners of Cinema Plus, Home Box Office, Inc.,

and Kidder, Peabody & Co., Incorporated and Smith Barney

Inc., two of the underwriters of the original sale of

limited partnership units of Cinema Plus.  Cinema Plus has

not been named as a defendant in the lawsuit.  The lawsuit

alleged various violations of law by the defendants in

connection with the original sale of limited partnership

units of Cinema Plus and the subsequent operation of Cinema

Plus.  The action was dismissed on March 4, 1996.  On March

20, 1996, the plaintiffs filed a Notice of Appeal in the

Third Circuit Court of Appeals.  Oral argument before the

Third Circuit Court of Appeals was heard on October 3,

1996.  The defendants believe the lawsuit to be without

merit and are vigorously defending it.

Item 4.    Submission of Matters to a Vote of Security

Holders.

       None.

<PAGE>
                         PART II.
                             
Item 5.    Market for the Registrant's Common Equity and
       Related Security Holder Matters.

       The Partnership is a limited partnership; there is

no public market for limited partnership units of the

Partnership.

       As of March 15, 1997, there were approximately 4,000

holders of record of limited partnership units of the

Partnership.

Cash Distributions.

       The Partnership commenced making cash distributions

in November 1988.  The following chart sets forth the cash

distributions made by the Partnership to the limited

partners through March 15, 1997:





           Year                                  Amount Per
Unit

           1988                                  $ 22.50
           1989                                     95.00
           1990                                   130.15
           1991                                     97.50
            l992                                    20.00
           1993                                     30.00
           1994
0
           1995                                     10.00
           1996                                     15.00
           1997                    (through March l5th)
0
           Total                                 $420.15

       Accordingly, as of March 15, 1997, limited partners

had received distributions aggregating 42% of their

original investment in the Partnership.  These

distributions were attributable primarily to Minimum

Distribution Advances received from HBO (which have been

fully repaid from net domestic consumer video revenues) and

to interest received on Partnership funds.  Future cash

distributions will be dependent upon the revenue generated

by the Partnership's Films once advances and distribution

expenses have been

recouped.  It is not anticipated that significant cash

distributions will be made until the Partnership receives

the Assured Return of Film Interest Payments from HBO in

l998 and l999.

Item 6.    Selected Financial Data.

<TABLE>                  (000's omitted except for per unit
information)
<CAPTION>

Year Ended December 31,
                    1996      1995      1994           1993
1992
<S>                           <C>       <C>       <C>
<C>          <C>
Net revenues from
  motion pictures:                   $ 1,893$   2,023        $
3,844
$ 8,045     $ 27,088
Interest Income:                          $    304   $      210
$      79         $      88     $        77
Other (Expense) Income,
  net:                        $  (267) $      237        $    861
$  (130)     $    8,493
Operating Expenses:              $  (612)$  (1,377)       $(3,281)
$  (6,892)  $(37,773)
Net income (loss):                  $ 1,318           $
1,093        $   l,503        $ 1,111      $ (2,115)
Net income (loss) per
   limited partner unit:              $   30.15         $
                            25.00
$  34.38        $  25.41     $  (48.36)

Total assets:                   $ 26,405         $25,938
$26,778        $27,554     $ 33,732
Total liabilities:                        $   5,505
$
5,700         $  7,196        $  9,475     $ 15,452
Accrued and paid cash
 distributions per
    unit:           $   15.00         $   10.00        $
                              0
$    30.00   $   20.00
</TABLE>
Item 7.    Management's Discussion and Analysis of Financial
       Condition and Results of Operations.
       1.  Liquidity and Capital Resources.

       As of December 31, 1996, the Partnership held cash

and cash equivalents of $176,000 and short-term investments

of $2,275,000.

       The Partnership invested in the production of four

Films.  The production costs (including contingency

reserves, the production and overhead fee payable to the

General Partners and completion bond fees) of Partnership

Films

ranged from approximately $11 million to approximately $22

million per Film, with an average production cost of

approximately $16.5 million.  As of December 31, 1996, an

aggregate of $98,383,000

 (including the HBO Commitments) had been incurred toward

the production and theatrical release of the Partnership's

four Films.

     Prior to the receipt of the ARFIP receivable, no

significant cash outlays are expected to be made by the

Partnership other than its operating expenses and the

satisfaction of the Partnership's payables to HBO (except

for the HBO Interest Recoupment).  Subsequent to the

receipt of the ARFIP in 1998 and 1999, additional cash

outlays are expected to be made to HBO for payment of the

HBO Interest Recoupment, as well as to pay the

Partnership's operating expenses and to make distributions

to partners.

       As of December 31, 1996, the Partnership's net

payable to HBO totaled $4,805,000.  Of this amount

$4,251,000 relates to the HBO Interest Recoupment which is

not payable until one month after the last ARFIP proceeds

are received from HBO. Based on current estimates of

ultimate net revenues, it is anticipated that the remainder

of the payable to HBO at December 31, 1996 will be

substantially repaid to HBO within the next two years.

       During the year ended December 31, 1996, the

Partnership recognized net revenue in the amounts of

$1,000, $300,000, $757,000 and $882,000 with respect to the

domestic theatrical, foreign, domestic video and network

television markets, respectively, for its Films.  In

addition, third party participations expense related to

"Don't Tell Mom," was $47,000 thereby decreasing the

Partnership's Net Revenue from Motion Pictures for the year

ended December 31, 1996.

       Since the Partnership is not anticipating

significant

future revenue (other than those used to repay HBO) until

the Assured Return of Film Investment Payments are received

from HBO in 1998 and 1999, the Partnership's future

operating expenses are expected to be met from current cash

and shortterm investments.  Management believes that the

cash and short-term investments held at December 31, 1996

are sufficient to meet its liquidity needs without the need

to obtain external financing from a third party or its

General Partners.  Cash distributions will be made only as

significant cash becomes available from the exploitation of

the Films in excess of the payables due to HBO or as the

Assured Return of Film Investment Payments are received

from HBO.

       As is required by its limited partnership agreement,

the Partnership will dissolve at the expiration of its term

on September 30, 1997, and the Partnership Assets shall

thereupon be liquidated and distributed in accordance with

such agreement.  Provisions shall be made, as necessary,

prior to such date for the establishment of a trust for the

purpose, among others, of receiving and distributing the

Assured Return of Film Investment Payments in accordance

with the limited partnership agreement at the time, and to

the limited partners to whom, they would otherwise become

due.

       2.  Results of Operations

       For the year ended December 31, 1996, the

Partnership recorded net income of $1,318,000 due primarily

to the performance of its Films in the foreign markets,

domestic consumer video and "Ricochet" in the domestic

television network market as well as the resolution of

audits of domestic consumer video and domestic theatrical

distribution activity.

       For the year ended December 31, 1995, the

Partnership recorded net income of $1,093,000 due primarily

to the

performance of its Films in the foreign markets, domestic

consumer video and "Ricochet" in the domestic television

network market.

       For the year ended December 31, 1994, the

Partnership recorded net income of $1,503,000 due

primarily to the performance of its Films in the foreign

markets and "Don't Tell Mom" in the domestic television

network market.

       The decrease in operating expenses during the period

ended December 31, 1996 and 1995 as compared, respectively,

with the corresponding periods in 1995 and 1994 is due

primarily to a decrease in amortization of Motion Picture

Production Costs.  The decrease in amortization of Motion

Picture Production Costs is due primarily to a decrease in

Net Revenue from Motion Pictures.

       There was a decrease in interest expense, included
in Other Income (Expense), net, during the periods ended
December 31, l996 and 1995 as compared, respectively, with
the corresponding periods in l995 and l994.  This decrease
is due primarily to the decline in outstanding payables to
HBO.




Item 8.    Financial Statements and Supplementary Data.

       See the financial statements set forth in Item 14 of
this annual
report.

Item 9.Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure.
       
       None.
<PAGE>

                         PART III.

Item 10.   Directors and Executive Officers of the

Partnership.

       The Partnership is managed by HBO Film Management,
Inc., the Managing General Partner, and by Entertainment
Finance Services, Inc., the Administrative General Partner.
Both of the General Partners were incorporated in Delaware
in September 1987.  The Managing General Partner is
primarily

responsible for negotiating production and distribution

agreements.  The Administrative General Partner is

primarily responsible for reviewing Film budgets,

monitoring expenditures of Partnership funds, administering

financing, production and distribution agreements,

monitoring and auditing Partnership revenues, and

accounting and reporting to the limited partners.

The Managing General Partner

       The executive officers and directors of the Managing

General Partner are set forth below.  Each of these

individuals has served as an officer or director of the

Managing General Partner since the Managing General Partner

was incorporated, except that in March 1989 John B. Newton

resigned as Executive Vice President and Director of the

Managing General Partner and was replaced in such position

by Leslie H. Jacobson, and in November 1995, Michael J.

Fuchs left his position as Chairman.  Mr. Fuchs was

succeeded as Chairman by Jeffrey L. Bewkes and Bill Nelson

assumed the position of Director, Executive Vice President

and Chief Financial Officer.

                                  Name     Age    Positions
                                 Held
                                 Jeffrey L. Bewkes   44
                                 Chairman
                                 Stephen J. Scheffer 58
                                 President, Director
                                 Leslie H. Jacobson  49
                                 Executive Vice President,
                                 Director
                                 Bill Nelson    48
                                 Executive Vice President,
                                 Chief Financial Officer,
                                 Director
                                 John S. Redpath, Jr.
                                 52 Vice President,
                                 General Counsel
                                            Secretary,
                                 Director
                                 Perry L. Schneider  41
                                 Vice President,
                                 Treasurer,
                                            Director
                                 George A. Cooke, Jr.
                                 49 Vice President
                                 Glenn Whitehead     42
                                 Vice President

        Jeffrey L. Bewkes, Chairman, has been Chairman,

President and Chief Executive Officer of HBO since November

1995. As such, he exercises authority for the overall

management, planning and administration of the nation's

oldest and largest pay television company.  Mr. Bewkes

joined HBO in 1979 and since that time has held positions

in the areas of sales, marketing, finance and strategic

planning as well as served as its Treasurer, Chief

Financial Officer, Executive Vice President and Chief

Operating Officer. He serves on the boards of the National

Cable Television Association and Comedy Central.  A

graduate of Yale University and Stanford Graduate School of

Business, Mr. Bewkes previously was employed as a lending

officer for Citibank, N.A. and as operations director for

Sonoma Vineyards.

        Stephen J. Scheffer, President, has been President,

Film Programming, Home Video and Enterprises, for HBO since

June 1995, having been Executive Vice President, Film

Programming and Home Video since February 1983 and head of

its consumer video activities since May 1984.  He is

responsible for overseeing the acquisition of all motion

pictures for HBO, is Chairman of HBO Video and heads HBO

Enterprises.  A graduate of the U.S. Naval Academy and

recipient of an M.B.A. degree from Harvard Business School,

Mr. Scheffer joined HBO in 1980 after having held executive

positions with Time-Life Films, Allied Artists, Polydor

Records, MGM/UA and Columbia Pictures.

        Leslie H. Jacobson, Executive Vice President, has
been Senior Vice President, Film Programming, for HBO since
March 1989.  From October 1987 until March 1989, Ms.
Jacobson was Senior Vice President, Business Affairs and
Administration for HBO.  Her responsibilities in her
current position include the selection and licensing of
feature films

for exhibition on the HBO program services and for

distribution by HBO Video as well as the supervision of

relationships with independent filmmakers.  A former

general counsel and executive vice president of Tri-Star

Pictures, Inc. from April 1983 to October 1987, Ms.

Jacobson holds degrees from Georgetown University and

Cornell University Law School.

      Bill Nelson, Executive Vice President and Chief

Financial Officer, has been Executive Vice President and

Chief Financial Officer for HBO since April 1994.  Mr.

Nelson holds responsibility for all of HBO's financial

matters and information and systems technology.  He also

oversees HBO's business affairs department.  Prior to

joining HBO as Vice President and Assistant Controller, in

May 1984,  Mr. Nelson was an executive at Time Inc.  A

graduate of Pace University, he also holds an M.B.A. from

that institution.

        John S. Redpath, Jr., Executive Vice President,

General Counsel and Secretary, is responsible for all legal

aspects of HBO's operations.  Mr. Redpath became a member

of HBO's legal department in June 1978, initially

specializing in the film programming area.  He became HBO's

General Counsel in January 1981.  A graduate of Princeton

University, he holds a J.D. from the University of Michigan

and an L.L.M. in taxation from New York University.

        Perry L. Schneider, Vice President and Treasurer,
has been Vice President, Film Programming for HBO since
September 1988.  Mr. Schneider's responsibilities include
licensing programming for exhibition on the HBO program
services in the United States and abroad, as well as
overseeing HBO's investment oriented film activities.
Since joining HBO in 1983, he has held a series of
programming and finance positions.  Prior to joining HBO,
Mr. Schneider was a vice president in the entertainment and
media group at the

European American Bank in New York.  He is a graduate of

the State University of New York at Stony Brook and holds

an M.B.A. from New York University.

        George A. Cooke, Jr., Vice President, has been Vice

President and Chief Counsel, Film Programming for HBO since

September 1995.  Mr. Cooke oversees the legal aspects of

HBO's film licensing and financing arrangements and is

responsible for matters in the areas of corporate and

securities law.  Prior to joining HBO as associate counsel,

film programming, in April 1983, Mr. Cooke was an associate

at the law firm of Ropes & Gray.  A graduate of Dartmouth

College, he holds an M.A. from Cambridge University and a

law degree from Harvard Law School.

      Glenn Whitehead, Vice President, has been Vice

President, Business Affairs and Production for HBO since

January 1992.  Based in Los Angeles, he is responsible for

all contract negotiations and physical production regarding

television motion pictures and West Coast original

programming.  He joined HBO in September 1983 as an

associate counsel, shifting to business affairs in 1985.

He is a graduate of the University of California at

Riverside and holds a law degree from the University of

California at Los Angeles.

       The Managing General Partner was incorporated under

the laws of the State of Delaware in September 1987.  All

of the outstanding capital stock of the Managing General

Partner is owned by Time Warner.

The Administrative General Partner.

       Bradley J. Wechsler, age 45, is the sole director
and officer of the Administrative General Partner.  Mr.
Wechsler has served in these positions since the
Administrative General Partner was incorporated in 1987.
Mr. Wechsler is also the sole director and officer of
Bedford Capital

Advisors, Inc., which provides financial and advisory

services in the entertainment and media industries.  Mr.

Wechsler is also a Chairman and Co-Chief Executive Officer

of Imax Corporation.

       All of the outstanding capital stock of the

Administrative General Partner is owned by Mr. Wechsler.

Operational and Financial Services.

       To assist it in the performance of its duties, the

Administrative General Partner has engaged Magera

Management Corporation to provide operational and financial

services to the Partnership.  Magera is owned by Richard M.

Mason and Aaron German.  Magera also provides operational

and financial services to the general partners of other

private and public limited partnerships and serves as a

consultant to others engaged in the entertainment industry.

Item 11.   Executive Compensation.

     The following table sets forth the fees, income,

distributions and other amounts payable to the General

Partners in connection with the management of the

Partnership.

       Except as set forth below, the General Partners will
receive no other remuneration of any type whatsoever from
the Partnership in connection with the administration of
Partnership affairs.




Type of Compensation
and Entity Receiving     Method of Compensation   Aggregate
Amount
Production and Overhead Fee                    5.0% of the
Budgeted $2,965,000
Payable to the Managing  Negative Cost of each
General Partner          Film (excluding the
                         Production and Overhead
                         Fee), payable at the
                         time principal
                         photography commences
                         on the Film
                         
Production and Overhead Fee                    5.0% of the
Budgeted $2,965,000, plus
Payable to the Administrative                  Negative Cost of
each                       interest
General Partner                                   Film
(excluding
the
                         Production and Overhead
                         Fee), payable at the time principal
                         photography commences on the Film, plus
                         interest to the extent payment is
                         deferred (1)
                         
Production and Overhead Fee                    2.5% of the
Budgeted   $1,483,000, plus
Payable to the General                         Negative Cost of
each     interest
Partners, to be allocated                      Film (excluding
the between the General Partners                   Production
and Overhead
based upon the deduction of                    Fee), payable at
the time
certain expenses incurred                      principal
photography
in operating the Partnership                   commences on the
Film, plus
                         interest to the extent
                         payment is deferred (1)

General Partners' Share of                      l% of all
income, profits    Actual amounts depend
Cash Available for Distribu-                    losses and cash
distribu-  upon the results of
tion and Profits and Losses                     tions will
generally be   Partnership operations.
                         allocated to the Adminis-
                         trative General Partner
                         until the Limited Partners
                         have received a return of
                         their Adjusted Capital
                         Contributions (as defined
                         in the partnership agree
                         ment) plus a l2.5% cumula
                         tive (but not compounded)
                         annual return on their
                         Adjusted Capital Contribu
tion.  Thereafter, 20% of all income, profits,
losses and cash distributions will be allocated to
the General Partners (l0% to the Managing General
Partner and l0% to the Administrative General
Partner)


-----------------------------------

(1) The Partnership has established a reserve in the amount
    of the Production and Overhead Fee payable to the
    Administrative General Partner as it accrues.  Amounts
    are being paid to the Administrative General Partner
    from the reserve from time to time in accordance with a
    set schedule.  Interest is accruing on the amounts
    included in the reserve at a rate equal to the interest
    rate earned by the Partnership on the short-term
    investment of its funds.
  The partnership agreement provides that all Partnership
                             
expenses, including, among other things, expenses for

financial statement preparation, tax preparation, auditing

and accounting fees, compliance with government regulations

and legal expenses, will be billed to and paid by the

Partnership.  Subject to the restrictions set forth in the

partnership agreement, the Administrative General Partner

may be reimbursed by the Partnership for certain

administrative services including, among other things, the

cost of goods, materials and services obtained from

entities unaffiliated with the General Partners.

     As of December 31, l996, the General Partners had

received $7,284,000 attributable to the Production and
Overhead Fee.  A portion of the Production and Overhead Fee
to the Administrative General Partner is paid in accordance
with a set schedule and, as such, $484,000 (inclusive of
interest) remains payable to the Administrative General
Partner as of December 31, 1996.  In addition, the
Administrative General Partner has received $7,000, $4,000,
and $0, representing its 1% share of cash distributed to
partners during 1996, 1995 and 1994, respectively.  No
portion of such cash distributions was paid to the Managing
General Partner.




Item 12.  Security Ownership of Certain Beneficial Owners
and
           Management.
     To the best knowledge of the General Partners, no

person beneficially owns in excess of 5% of the limited

partnership units of the Partnership.

Item 13.   Certain Relationships and Related Transactions.

       The Partnership's operations relating to the

ownership and exploitation of films involve HBO.  See

"Business."  The General Partners are entitled to receive a

Production and Overhead Fee and to an interest in cash

distributions.  See "Executive Compensation."

<PAGE>
                          PART IV.
Item 14.   Exhibits, Financial Statement Schedules,
and
                Reports on Form 8-K.
                          
                          
(a)(1) Financial Statements:


Report of Independent Auditors

       Balance Sheets at December 31, 1996 and 1995
       Statements of Operations for the years ended
         December 31, 1996, 1995 and 1994
       Statements of Cash Flows
       for the years ended December 31, 1996,
         1995 and 1994

       Statements of Changes in Partners' Capital
         for the years ended December 31, 1996,
         1995 and 1994

       Notes to Financial Statements

 (a)(2)    Financial Statement Schedules:

       No financial statement schedules have been filed
       as part of
this report as none are required.

<TABLE>
<CAPTION>

(a)(3) Exhibits
Exhibit
No.
<S>                                                <C>
Amended and Restated Agreement of Limited Partnership
dated as of December 9, 1987 (1)                       4

Amendment to Amended and Restated Agreement of
Limited Partnership dated as of April 22, 1988 (1)
4.1

Amendment to Amended and Restated Agreement of
Limited Partnership dated as of June 2, 1988 (1)
4.2

Amendment to Amended and Restated Agreement of
Limited Partnership dated as of August 17, 1988 (1)
                                                   4.3

License, Co-financing and Distribution Agree-
ment between the Registrant and Home Box Office, Inc.
dated December 4, 1987 (1)
10(b)

Amendment to License, Co-financing and
Distribution Agreement dated April 22, 1988 (1)
10(b).1

Amendment to License, Co-financing and
Distribution Agreement dated August 17, 1988 (1)
10(b).2

Amendment to License, Co-financing and
Distribution Agreement dated as of June 28, 1991 (4)
10(b).3

Master Letter Agreement dated as of
September 8, 1987 between Mercury/Douglas Films
and Home Box Office, Inc. (1)
10(c)

Distribution Agreement dated November 13, 1987
between Metro-Goldwyn-Mayer Pictures, Inc., Home
Box Office, Inc. and Mercury/Douglas Films (1)
10(d)

Agreement dated October 2, 1989 between Home Box
Office, Inc. and Warner Bros., including the letter
dated March 27, 1990 from Warner Bros. to Home Box
Office, Inc. setting forth certain
clarifications (2)
10(e)

Distribution Agreement dated February 26, 1990
between Cinema Plus, L.P. and the Odyssey/Regency
Switch Company (3)
10(f)

Credit Agreement dated as of June 28, 1991
between Cinema Plus, Inc. and Home Box Office (4)
10(g)

Memorandum of Agreement dated February 1, 1991
between Cinema Plus, L.P. and Summit Group (MEV)
N.V. (5)
10(h)

Financial Data Schedule                               27
</TABLE>


       (1)  Incorporated by reference to the Partnership's
registration statement No. 33-17318, as amended, on file
with the Securities and Exchange Commission.

       (2)  Incorporated by reference to the Partnership's
Form 10-K for the year ended December 31, 1989 on file with
the Securities and Exchange Commission.

       (3) Incorporated by reference to the Partnership's
Form 10-K for the year ended December 31, 1990 on file with
the Securities and Exchange Commission.

       (4) Incorporated by reference to the Partnership's
Form 10-Q for the quarter ended June 30, 1991 on file with
the Securities and Exchange Commission.

       (5) Incorporated by reference to the Partnership's

Form 10-K for the year ended December 31, 1991 on file with

the Securities and Exchange Commission.

(b)    Reports on Form 8-K.

     No reports on Form 8-K were filed during the last

quarter of the Partnership's fiscal year ended December 31,

1996.

(c)    Exhibits.

       The Exhibits required by Item 601 of Regulation S-K

are submitted as a separate section following the

Partnership's financial statements.

(d)    Financial Statement Schedules.

       No financial statement schedules have been filed as
part of this report as none are required.




<PAGE>
                        SIGNATURES
                             
                             
       Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, Cinema
Plus, L.P., a Delaware limited partnership (the
"Registrant"), has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                  CINEMA PLUS, L.P.
                                  
                                  (a Delaware limited
                                  partnership)
Dated:  March 26, 1997                  By:Entertainment
Finance

Services, Inc.,
                                         Administrative
General Partner



                                  By:  /s/ Bradley J.
Wechsler
                                         Bradley J.
                                          Wechsler
                                          President and
                                          sole
Director


<PAGE>
                       EXHIBIT INDEX
                                             Page Reference
                                             in
                                             Sequentially
                                             Numbered Copy
                                             
4      Amended and Restated Agreement of Limited
                                             Partnership
                                             dated as of
                                             December 9,
                                             1987 *
                                             
4.1    Amendment to Amended and Restated Agreement
       of Limited Partnership dated as of
       April 22, 1988 *

4.2    Amendment to Amended and Restated Agreement of
       Limited Partnership dated as of June 2, 1988 *

4.3    Amendment to Amended and Restated Agreement of
       Limited Partnership dated as of August 17, 1988 *

10(b)  License, Co-financing and Distribution Agreement
       between the Registrant and Home Box
Office, Inc. dated December
                                             4, 1987 *
10(b).1Amendment to License, Co-financing and
       Distribution Agreement dated April 22, 1988 *
                             
10(b).2Amendment to License, Co-financing and
      Distribution Agreement dated August 17, 1988 *
                             
10(b).3Amendment to License, Co-financing and
       Distribution Agreement dated as of June 28, 1991 *

10(c)  Master Letter Agreement dated as of
      September 8, 1987 between Mercury/Douglas Films
       and Home Box Office, Inc. *

10 (d) Distribution Agreement dated November 13, 1987
       between Metro-Goldwyn-Mayer Pictures, Inc., Home
                                             Box Office,
                                             Inc. and
                                             Mercury/Dougla
                                             s Films  *
                                             
10 (e) Agreement dated October 2, 1989 between Home Box
       Office, Inc. and Warner Bros., including the
     letter dated March 27, 1990 from Warner Bros. to
       Home Box Office, Inc. setting forth certain
       clarifications  *
       
10(f)  Distribution Agreement dated February 26, 1990
       between Cinema Plus, L.P. and the Odyssey/Regency
       Switch Company  *
       
10(g)  Credit Agreement dated as of June 28, 1991 between
       Cinema Plus, L.P. and Home Box Office *
       
10(h)  Memorandum of Agreement dated February 1, 1991

       between Cinema Plus, L.P. and Summit Group (MEV),

       N.V.*

 27    Financial Data Schedule

*Incorporated by reference

<PAGE>

Report of Independent Auditors




To the Partners of
Cinema Plus, L.P.

We have audited the accompanying balance sheets of Cinema
Plus, L.P. as of December 31, 1996 and 1995, and the
related statements of operations, cash flows and changes
in partners' capital for each of the three years in the
period ended December 31, 1996.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also
includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits
provide a     reasonable basis for our opinion.
In our opinion, the financial statements referred to above


present fairly, in all material respects, the financial


position of Cinema Plus, L.P. at December 31, 1996 and


1995, and the results of its operations and its cash flows


for each of the three years in the period ended December


31, 1996, in conformity with generally accepted accounting


principles.








                              ERNST & YOUNG LLP


New York, New York
March  21, 1997

<PAGE>
                      CINEMA PLUS, L.P.
            (A Delaware Limited Partnership)
                            
                     BALANCE SHEETS
                            
                     (000's omitted)
                            
<TABLE>
<CAPTION>

December 31,
                                         1           1
                                996         995
<S>                             <C>         <C>
ASSETS
Cash and Cash Equivalents (Note          $           $
2)                                     176
192
Short-Term Investments (Note 2)      2,275
2,306 Receivable from HBO (Note 3)
2,098       1,334
Assured Return of Film
Investment Payment
   Receivable (Note 5)              21,540
21,355
Motion Picture Production
Costs, net of
   accumulated amortization of
$98,067 and
    $97,780, respectively
(Notes 2, 4 & 7)                       316
751

                       Total             $
$
Assets                              26,405
25,938

LIABILITIES AND PARTNERS'
CAPITAL

Liabilities:
  Accrued Expenses and Accounts          $
$
Payable                                216
205
  Payable to General Partners          484
718
(Note 2)
  Deferred Revenue (Note 2)              0         177
  Payable to HBO (Notes 4, 5 &
7)                                   4,805       4,600
                      Total              $           $
Liabilities                          5,505       5,700

Partners' Capital (Note 7):
  General Partners                       $           $
                                     (167)       (173)
  Limited Partners
                                    21,067      20,411

                       Total             $           $
Partners' Capital                   20,900      20,238

                       Total
Liabilities and Partners'
                                         $           $
Capital                             26,405      25,938

     See accompanying notes to the financial
statements. </TABLE>
<PAGE>
                      CINEMA PLUS, L.P.
            (A Delaware Limited Partnership)
                STATEMENTS OF OPERATIONS
       (000's omitted, except net income per unit)
<TABLE>
<CAPTION>


For the Year Ended December 31,
                                       1996         1995
1994
<S>                                <C>     <C>     <C>
Net Revenue from Motion Pictures        $      $       $
(Notes 2 & 7)                       1,893  2,023   3,844

Expenses:
    Motion Picture Production         287    966   2,884
Costs (Notes 2 & 7)
    Professional and Other Fees
                                      325    411     397

                                      612  1,377   3,281
Income from Operations
                                    1,281    646     563

Assured Return of Film Investment
  Payment (Note 5)                    185    671   1,413
HBO Interest Recoupment (Note 5)    (283)  (218)   (246)
Interest Expense (Notes 4 & 6)      (169)  (216)   (306)
Interest Income
                                      304    210      79

Net Income                              $      $       $
                                    1,318  1,093   1,503

Net Income Attributable to
General
  Partners                              $      $       $
                                       13     11
15 Net Income Attributable to           $      $
$
Limited Partners                    1,305  1,082
1,488

Net Income Per Unit of Limited
Partnership
   Interest (43,286 units)              $      $
$
                                    30.15  25.00
34.38
     See accompanying notes to the financial

statements. </TABLE>

<PAGE>

                      CINEMA PLUS, L.P.
              (A Delaware Limited
                  Partnership) STATEMENTS OF
                  CASH FLOWS
                       (000's omitted)
<TABLE>
<CAPTION>
                                         For the Year Ended
December 31,
                                         1996
1995                  1994
<S>
<C>                 <C>                       <C>
Operating Activities:
Net Income                                $         $
$
                                      1,318     1,093
1,503 Adjustments to Reconcile Net
Income to Net
   Cash Provided by Operating
Activities:
   (Increase) Decrease in             (764)        46
(1,031)
Receivable from HBO
   Increase in Assured Return of
Film Investment
      Payment Receivable              (185)     (671)
(1,413)
   Decrease  (Increase) in Motion
Picture
      Production Costs                  148     (108)
216
   Amortization of  Motion
Picture Production
      Costs                             287       966
2,884
   Increase (Decrease) in Accrued
Expenses and
        Accounts Payable                 11       (2)
(86)
    Decrease in Payable to            (234)     (211)
(216)
General Partners
   (Decrease) Increase in
Deferred Revenue                      (177)       117
(808)
        Net Cash Provided by
Operating Activities                    404     1,230
1,049

Investing Activities:
Purchase of Short-Term              (4,508)   (5,610)
(6,437) Investments
Redemption of Short-Term
Investments                           4,539     6,050
6,513
        Net Cash Provided by
Investing Activities                     31       440
76

Financing Activities:
Increase (Decrease) in Payable to       205
(1,169)
HBO                                           (1,400)
Distributions Paid to Partners
                                      (656)     (437)
        0 Net Cash Used in
Financing Activities                  (451)   (1,837)
(1,169)

(Decrease) Increase  In Cash and       (16)     (167)
(44)
Cash
    Equivalents
Cash and Cash Equivalents at
beginning of year                       192       359
403
Cash and Cash Equivalents at end          $         $
$
of year                                 176       192
359

     See accompanying notes to the financial statements.
</TABLE>
<PAGE>
                      CINEMA PLUS, L.P.
            (A Delaware Limited Partnership)
                            
       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                            
                     (000's omitted)
<TABLE>
<CAPTION>

General            Limited            Total
<S>
<C>                 <C>                <C>
Balance January 1, 1994              $         $
$
                                 (195)    18,274
18,079

Net Income for the year
ended
  December 3l, 1994
                                    15     1,488
1,503

Balance December 31, 1994            $         $
$
                                 (180)    19,762
19,582

Net Income for the year
ended
  December 31, 1995                 11     1,082
1,093

Distributions to Partners
  ($10 per limited
partnership unit)                  (4)     (433)
(437)

Balance December 31, 1995            $         $
$
                                 (173)    20,411
20,238

Net Income for the year
ended
  December 3l, 1996                 13     1,305
1,318

Distributions to Partners
  ($15 per limited
partnership unit)                  (7)     (649)
(656)

Balance December 31, 1996            $         $
$
                                 (167)    21,067
20,900






     See accompanying notes to the financial
statements. </TABLE>
<PAGE>

                      CINEMA PLUS, L.P.
             (A Delaware Limited Partnership)
                             
               NOTES TO FINANCIAL STATEMENTS
                             
1.  General

   Cinema Plus, L.P. (the "Partnership") is a Delaware

limited partnership which was formed to finance, own and

exploit through various distribution arrangements English

language feature-length theatrical motion pictures ("Films"

or "Partnership Films").  The Partnership was organized

under the laws of the State of Delaware on September l0,

l987.  HBO Film Management, Inc., a Delaware corporation

wholly-owned by Time Warner Operations Inc., is the

managing general partner (the "Managing General Partner")

of the Partnership. Entertainment Finance Services, Inc., a

Delaware corporation, is the administrative general partner

(the "Administrative General Partner") of the Partnership.

The Managing General Partner and the Administrative General

Partner are sometimes collectively referred to as the

"General Partners."  The total number of limited

partnership units as of December 31, 1996, 1995 and 1994

was 43,286.  The net income per unit of limited partnership

interests for the years ended December 31, l996, 1995 and

1994 was $30.15, $25.00 and $34.38, respectively.  All

terms not otherwise defined herein shall have the meanings

set forth in the Partnership's prospectus dated December 9,

1987, as amended.





2.  Summary of Significant Accounting Policies

   (a)  General

   The preparation of financial statements in conformity

with generally accepted accounting principles requires the

Partnership to make estimates and assumptions that affect

the amounts reported in the financial statements and

accompanying notes.  The Partnership believes that the

estimates utilized in preparing the financial statements

are reasonable and prudent; however, actual results could

differ from these estimates.

   (b)  Cash Equivalents

   Cash Equivalents consist of U.S. Government Securities

that are readily convertible into cash, and have original

maturities of three months or less.  All Cash Equivalents

are stated at cost plus accrued interest, which

approximates market value.

    (c)  Short-Term Investments

   Short-term Investments consist of U.S. Government

Securities which have original maturities of greater than

three months and are stated at amortized cost, which

approximates market value. The investments held as of

December 31, 1996 are due to mature within six months.

   (d)  Income Taxes

   No provision for Federal and State income taxes has been

made in the accompanying financial statements as Cinema

Plus, L.P. is a partnership, with all income tax

consequences flowing directly to its partners.  As of

December 31, 1996 and 1995, reported amounts of the

Partnership's assets less liabilities were greater than the

tax bases by $2,908,000 and $1,838,000, respectively.

   (e)  Payable to General Partners

   A portion of the Production and Overhead Fee to the

General Partners is paid in accordance with a set schedule.

Interest accrues on the balance at a rate equal to the

interest rate earned by the Partnership on the short-term

investment of its funds.  Accordingly, as of December 31,

1996 and 1995, $484,000 and $718,000, respectively, is

recorded as a payable to the General Partners in the

accompanying financial statements.

   (f)  Recognition of Revenues

   Net revenues from the distribution of the Partnership's

Films consist of gross receipts less distribution fees and

expenses.  A distribution fee of 15% of gross domestic

theatrical revenues was paid to Warner Bros., an affiliate

of the Managing General Partner, with respect to all four

Partnership Films.  Films are initially distributed in the

theatrical, videocassette and pay television media.

Subsequently, Films are made available for U.S. and foreign

television network exhibition and/or television

syndication. All foreign revenues are received by the

Partnership in U.S. dollars.

   Revenues from the distribution of Films in the

theatrical market are recognized as the Films are

exhibited.  Home video revenues, less a provision for

returns, are recognized when the video cassettes are

shipped.  Revenues from television license agreements are

recognized when the respective license period begins

pursuant to the terms of the license agreements.  Advances

received prior to the Film's availability are deferred.

   (g)  Motion Picture Production Costs and Amortization

   Motion Picture Production Costs represent the amounts

expended by the Partnership in connection with the

production of the Partnership Films and are stated at the

lower of unamortized cost or net realizable value.  In

addition, interest incurred during production as well as

print and advertising expenditures which benefit future

periods have been capitalized and included in Motion

Picture Production Costs.  Motion Picture Production Costs

are amortized under the individual film forecast method

based on net revenues recognized in proportion to the

Partnership's estimate of

ultimate net revenues to be received.  Unamortized Motion

Picture Production Costs are compared quarterly with the

net realizable value on a film by film basis, and losses

are recognized to the extent of any excess of costs over

net realizable value with respect to each Film.

   Based on estimates of net revenue as of December 31,

1996, approximately 100% of unamortized Motion Picture

Production Costs applicable to the released Films will be

amortized by December 31, 1998.

   (h)  Deferred Revenue

   Deferred Revenue represents Foreign Distribution

Advances for the Partnership Films "Don't Tell Mom the

Babysitter's Dead" ("Don't Tell Mom") and "Mom and Dad Save

the World" ("Mom and Dad") that were received during the

year ended December 31, 1995 for territories in which the

theatrical print or video cassette was not yet delivered or

the pay television license period for these Films had not

begun at that respective date.  The revenue related to

these advances along with related costs was recorded after

the theatrical print or video cassette is delivered or pay

television license period began in each applicable foreign

territory.





3.  Receivable from HBO

   The Receivable from HBO at December 31, 1996 and 1995

consists of the following amounts:

                              1996      1995

   Network                         $1,335,000     $
453,000
   Net Domestic Video                   609,000
60,000
   Foreign                                11,000
821,000
   Interest                             143,000
0
                              $2,098,000     $1,334,000

(a)  Network Receivable from HBO

   Pursuant to the HBO License Agreement, the Partnership

has granted domestic network television distribution rights

in

the Films to HBO, and HBO has caused such rights to be

licensed to Warner Bros.  HBO and Warner Bros. receive in

the aggregate a distribution fee of  no more than 20% of

the gross proceeds received from the exploitation of their

network television distribution rights in each Film.  The

remaining revenues, less distribution expenses and guild

residuals, are remitted to the Partnership.  During the

year ended December 31, 1996, the Partnership recognized

net revenue of $882,000 for the film "Ricochet" which was

available for airing on network television.

   (b) Net Domestic Video Receivable From HBO

       Domestic consumer video distribution rights in the

Films have been licensed to HBO.  The Partnership receives

l00% of domestic consumer video revenues (after the

deduction of direct manufacturing, marketing, advertising

and distribution costs, and guild residuals as well as any

amounts recoupable by HBO) from each Film until the

Partnership has received sufficient funds from domestic

consumer video and all prior sources to recoup its

Investment in the Film ("Video Breakeven").  Thereafter,

the Partnership receives 35% of domestic consumer video

revenues (after deduction of direct manufacturing,

marketing, advertising and distribution costs and guild

residuals).

       During the year ended December 31, l996, the

Partnership recognized revenues of $757,000 from net

domestic home video distribution of all of its Films (see

Note 7). Based upon estimates of ultimate net revenues as

of December 31, 1996, the Partnership will not reach Video

Breakeven for any Film with the exception of "Don't Tell

Mom".  During the year ended December 31, l996, the

Partnership received $208,000 from the net domestic home

video distribution of all of its Films.

       (c)  Foreign Receivable from HBO

       As the HBO Commitment with respect to "Ricochet" has

been fully repaid, any future foreign receipts for this

Film are being remitted to the Partnership net of any guild

residuals, distribution fees and expenses.  During the year

ended December 31, 1996, the Partnership received $821,000

(including interest) from the foreign distribution of the

Film "Ricochet."

       (d)  Interest Receivable

       With respect to audits of the Films' domestic

consumer video revenues, $143,000 is recorded as an

interest receivable from HBO (see Note 7).

       4.  Payable to HBO

   The Payable to HBO at December 31, 1996 and l995

(including accrued interest) consists of the following

amounts:

                                         1996
   1995 HBO Commitment                $   357,000     $
   404,000 Print and Advertising Expenditures
   197,000
228,000
   HBO Interest Recoupment
    (See Note 5)                  4,251,000
3,968,000

       Total                     $4,805,000
$ 4,600,000

   (a) HBO Commitment

   Pursuant to the HBO License Agreement, HBO advanced to

the Partnership, for investment in each Partnership Film,

approximately 30% of the aggregate production costs of such

Film (the "HBO Commitment").  On a per Film basis, the

amount advanced approximated the advance payable to the

Partnership for foreign distribution rights (the "Foreign

Distribution Advance") discounted by an amount attributed

to interest at the Prime Rate.  For each Partnership Film,

HBO will generally recoup the HBO Commitment, plus interest

at the Prime Rate, from the Foreign Distribution Advance as

it is

paid.  A Foreign Distribution Advance in the amount of

$7,925,000 for the Partnership Film entitled "Switch" was

received during 1991.  The entire HBO Commitment related

to "Switch" was repaid out of these funds.

  Through December 31, 1996, the Partnership has received

HBO Commitment funds in the amount of $15,816,000 in

connection with the production of "Mom and Dad," "Don't

Tell Mom" and "Ricochet."  During l996 and l995, $68,000

and $1,175,000, respectively, of the HBO Commitments

(including interest) were repaid from net Foreign

Distribution Advances received with respect to these

Films.  In addition, interest was accrued in the amount of

$169,000 and $195,000 in l996 and l995, respectively.  The

HBO Commitment with respect to "Ricochet" was fully repaid

as of December 31, 1995.  Based upon current revised

estimates of ultimate net foreign revenues as of December

31, 1996, it is anticipated that HBO will be able to

recoup the HBO Commitment with respect to "Don't Tell

Mom." Based upon current revised estimates of ultimate net

foreign revenues as of December 31, 1996, it is

anticipated that HBO will be unable to recoup the HBO

Commitment in the amount of $2,604,000 with respect to

"Mom and Dad Save the World."  As a result, the

Partnership's Payable to HBO has been reduced by $148,000

for "Mom and Dad Save the World" during the year ended

December 31, 1996 with a corresponding reduction  to the

capitalized Motion Picture Production Costs of this Film.

 (b)   Shortfall Production Advance

 HBO loaned to the Partnership, on a non-recourse basis to

the general and limited partners, the additional funds

necessary to complete the production of the Partnership's

last Film to commence principal photography, entitled

"Ricochet" (the "Shortfall Production Advance").  HBO was

entitled to recoup this loan with interest at the Prime

Rate

from funds remitted to the Partnership (other than the

Foreign Distribution Advance used to repay the HBO

Commitment) from the exploitation of such Film.  Through

December 31, 1995, the Partnership had received Shortfall

Production Advances aggregating $8,019,000.

   During the year ended December 31, l995, the Partnership

repaid $753,000 (including accrued interest of $25,000) of

the Shortfall Production Advance to HBO from the net

domestic video and network revenue received with respect to

the Film "Ricochet."  As of December 31, 1995, HBO has

fully recouped this loan.

 (c)   Print and Advertising Expenditures

   As of December 31, 1996, $43,262,000 of domestic print

and advertising expenditures and related interest were

incurred in connection with the Partnership's four Films.

All of these expenditures were advanced by Warner Bros. on

behalf of HBO and HBO will reimburse Warner Bros. for all

amounts not recouped from domestic theatrical and non-

theatrical distribution.  Pursuant to the HBO License

Agreement, and based upon estimates of ultimate net

revenues and ultimate print and advertising expenditures as

of December 31, 1996, $31,829,000 of the $43,262,000 is

reimbursable (and most of which has been repaid) by the

Partnership to HBO with HBO being responsible for the

remaining $11,433,000.  $32,004,000 of print and

advertising expenditures had been capitalized as Motion

Picture Production Costs as of December 31, l993. However,

based upon estimates of ultimate net revenues of the Film

"Mom and Dad Save the World" as of December 31, 1996, it is

anticipated that HBO will be unable to fully recoup Print

and Advertising Expenditures with respect to this Film.

   During the years ended December 31, 1996 and l995, the

Partnership recognized revenues, net of distribution fees,

of $1,000, and $9,000, respectively, from the domestic

theatrical distribution of its released Films.  All of

these revenues were applied toward the recoupment of the

print and advertising expenditures described above.

 During the year ended December 31, 1996, the Partnership

increased its payable to HBO for print and advertising

expenses incurred for the Film "Mom and Dad Save the World"

in the amount of $67,000.

  During the years ended December 31, 1996 and l995, the

Partnership repaid to HBO a portion of the print and

advertising expenses incurred for the Film "Mom and Dad

Save the World" in the amount of $97,000 and $9,000,

respectively (including accrued interest), from the net

domestic video revenue received with respect to that Film.





5. Assured Return of Film Investment and the HBO Interest

Recoupment

 Under the HBO License Agreement, if net proceeds from all

sources to the Partnership are less than 115% of the

Partnership Investment in any Film, HBO will pay to the

Partnership on the seventh anniversary of the initial

theatrical release of that Film an additional license fee

sufficient to assure an aggregate return to the Partnership

of ll5% of the Partnership Investment in that Film (the

"Assured Return of Film Investment Payment" or "ARFIP").

Based on the anticipated performance of each of the four

Films in release at December 31, 1996, it is expected that

HBO will be required to make an Assured Return on Film

Investment Payment with respect to each of these Films.

Accordingly, $21,540,000 and $21,355,000 (amounts present

valued at the Prime Rate as of the initial theatrical

release of each film) were recorded by the Partnership as a

receivable in the accompanying financial statements as of

December 31, 1996 and l995, respectively.

 With respect to any Film for which an ARFIP is made, HBO

will be thereafter entitled to receive from the Partnership

any additional revenues received by the Partnership with

respect to that Film until the entire amount of such ARFIP

has been recouped by HBO.  If HBO has not recouped this

ARFIP for a Film by July l999, the Partnership will be

required to pay to HBO at that time an amount (the "HBO

Interest Recoupment") equal to the lesser of: (a) the sum

of the unrecouped ARFIP and the non-standard television

residuals for such Film or (b) the Per Film Interest (as

defined below).  "Per Film Interest" represents the

interest income earned on Partnership Funds awaiting

investment in Films divided by the four Partnership Films.

$283,000 and $218,000 was recorded by the Partnership as an

expense relating to Per Film Interest for the years ended

December 31, 1996 and l995, respectively.  Accordingly,

$4,251,000 and $3,968,000 (amounts present valued) was

recorded by the Partnership and included in the Payable to

HBO in the accompanying financial statements as of December

31, l996 and l995, respectively. This expense does not have

any effect on the Partnership's entitlement to receive 115%

of the Partnership Investment in Films.





6. Supplemental Disclosure of Cash Flow Information

 The Partnership paid $19,000 and $432,000 of interest to

HBO in the years ended December 31, 1996 and 1995,

respectively.  All payables to HBO earned interest at the

Prime Rate, which was 8.25% and 8.5% at December 31, l996

and l995, respectively.

7. Current Operations

     The Partnership has financed four Films.  All of these

Films have completed their domestic theatrical and video

releases and are currently being distributed in various

ancillary media.

Future revenue is expected to be recorded from distribution in

the domestic syndication and the remaining foreign markets.  No

other films will be financed by the Partnership.

   During the year ended December 31, 1996, the Partnership

recognized net revenue in the amounts of $1,000, $300,000,

$757,000, and $882,000 with respect to the domestic theatrical,

foreign, domestic video, and network television markets,

respectively, for its Films.  During the year ended December

31, l996, third party participations expense for "Don't Tell

Mom" was $47,000 thereby decreasing the Partnership's net

revenue by a corresponding amount.

     In accordance with the Partnership's rights pursuant to

the HBO License Agreement and its theatrical distribution

agreement with Warner Bros., and as is customary in the motion

picture industry, an audit of the Films' domestic consumer

video and domestic theatrical distribution activity has been

conducted. This audit covered the period through December 31,

1993, when the major portion of revenue and expense arose from

these media.  As a result of this audit, adjustments of

$696,000 and $75,000 were made in the Films' distribution

expenses for domestic consumer video and domestic theatrical

distribution, respectively.  These adjustments are primarily

reflected as an increase in Net Revenue from Motion Pictures.

In addition, interest calculated pursuant to the HBO License

Agreement, of $159,000 and $25,000 is included in Interest

Income with respect to domestic consumer video and domestic

theatrical distribution, respectively.

     Through December 31, 1996, $25,559,000, $22,135,000,

$18,723,000 and $31,966,000 (including the HBO Commitment, the

Shortfall Production Advance and capitalized Print and

Advertising Expenditures which benefit future periods) had been

incurred toward the production of "Switch," "Don't Tell Mom,"

"Mom and Dad" and "Ricochet," respectively.

     For the years ended December 31, l996, 1995 and l994,

Motion

Picture Production Costs have been reduced by amortization

of $287,000, $966,000 and $2,884,000, respectively.

     For the purposes of computing the net income per unit

and the paid and accrued distributions to partners, income

and distributions have been allocated 1% to the

Administrative General Partner and 99% to the limited

partners.

   As is required by its limited partnership agreement, the

Partnership will dissolve at the expiration of its term on

September 30, 1997, and the Partnership Assets shall thereupon

be liquidated and distributed in accordance with such

agreement. Provisions shall be made, as necessary, prior to

such date for the establishment of a trust for the purpose,

among others, of receiving and distributing the Assured Return

of Film Investment Payments in accordance with the limited

partnership agreement at the time, and to the limited partners

to whom, they would otherwise become due.

8.  Legal Proceedings

    On August 14, 1995, a lawsuit styled as a class action

was filed by two holders of

Cinema Plus limited partnership units in the United States

District Court of the Western District of Pennsylvania against

HBO Film Management, Inc. and Entertainment Finance Services,

Inc., the general partners of Cinema Plus, Home Box Office,

Inc., and Kidder, Peabody & Co., Incorporated and Smith Barney

Inc., two of the underwriters of the original sale of limited

partnership units of Cinema Plus.  Cinema Plus has not been

named as a defendant in the lawsuit.  The lawsuit alleged

various violations of law by the defendants in connection with

the original sale of limited partnership units of Cinema Plus

and the subsequent operation of Cinema Plus.  The action was

dismissed on March 4, 1996.  On March 20, 1996 the plaintiffs

filed a Notice of Appeal in the Third Circuit Court of Appeals.

Oral argument before the Third Circuit Court of Appeals was

heard on October 3,

1996.  The defendants believe the lawsuit to be without merit
and
are vigorously defending it.