UNITED STATES
                              
             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549
                              
                          FORM 10-Q
                              
       X Quarterly Report Under Section 13 or 15(d) of
             the Securities Exchange Act of 1934
            For the Quarter Ended March 31, 1997
                              
                             OR
                              
  ___ Transition Report Pursuant to Section 13 or 15(d) of
             the Securities Exchange Act of 1934
    For the transition period from __________to__________
                              
               Commission File 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)

                       (212) 512-1000
                              
    (Registrant's telephone number, including area code)
                              
     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____

<PAGE>

               PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>
                            INDEX

                                             PAGE

<S>
<C>

Balance Sheets at March 31, 1997 and December 31,
1996...................3

Statements of Operations for the Three Months Ended
      March 31, 1997 and
1996........................................................
 ..........4

Statements of Cash Flows for the Three Months Ended
      March 31, 1997 and
1996........................................................
 ..........5

Notes to Financial
Statements..................................................
 ...............6



</TABLE>


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

                                            
                                Unaudited
                                     March   December
                                31,         31,
                                         1           1
                                997         996
<S>                             <C>         <C>
ASSETS                                                
Cash and Cash Equivalents                $           $
                                       896         176
Short-Term Investments               2,227       2,275
Receivable from HBO (Note 2)         1,431       2,098
Assured Return of Film                                
Investment Payment
   Receivable (Note 4)              21,798      21,540
Motion Picture Production                             
Costs, net of
   accumulated amortization of                        
$98,136 and
    $98,067, respectively                             
                                       331         316
                                                      
                       Total             $           $
Assets                              26,683      26,405
                                                      
LIABILITIES AND PARTNERS'                             
CAPITAL
                                                      
Liabilities:                                          
  Accrued Expenses and Accounts          $           $
Payable                                163         216
  Payable to General Partners          490         484
(Note 5)
  Payable to HBO (Notes 3 & 4)                        
                                     4,828       4,805
                      Total              $           $
Liabilities                          5,481       5,505
                                                      
Partners' Capital (Note 7):                           
  General Partners                        $          $
                                      (164)      (167)
   Limited Partners                                   
                                    21,366      21,067
                                                      
                       Total             $           $
Partners' Capital                   21,202      20,900
                                                      
                       Total                          
Liabilities and Partners'
                                         $           $
Capital                             26,683      26,405

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

<PAGE>
                      CINEMA PLUS, L.P.
              (A Delaware Limited Partnership)
                              
                  STATEMENTS OF OPERATIONS
                          Unaudited
     (000's Omitted, except net profit (loss) per unit)

<TABLE>
<CAPTION>
                                           For the Three
Months Ended March 31,

1997                    1996
<S>                      <C>    <C>
Net Revenue from Motion                
Pictures
    (Note 7)                  $       $
                            263     162
                                       
Expenses:                              
    Motion Picture           69     144
Production Costs
    Professional and                   
Other Fees                   52      69
                                       
                            121     213
                                       
Profit (Loss) from                     
Operations                  142    (51)
                                       
Assured Return of Film                 
Investment
  Payment (Note 4)          258   (368)
HBO Interest Recoupment    (79)    (77)
(Note 4)
Interest Expense (Notes    (41)    (43)
3 & 6)
Interest Income                        
                             22      35
                                       
Net Profit (Loss)             $       $
                            302   (504)
                                       
Net Profit (Loss)                      
Attributable to
  General Partners            $       $
                              3     (5)
Net Profit (Loss)                      
Attributable to
  Limited Partners            $       $
                            299   (499)
                                       
Net Profit (Loss) Per                  
Unit of
  Limited Partnership                  
Interest
   (43,286 units)             $  $(11.5
                           6.91      3)

     See accompanying notes to the financial statements.

</TABLE>
<PAGE>
                              
                              
                      CINEMA PLUS, L.P.
              (A Delaware Limited Partnership)
                  STATEMENTS OF CASH FLOWS
                          Unaudited
                       (000's Omitted)
<TABLE>
<CAPTION>

For the Three Months Ended March 31,

1997                            1996
<S>
<C>                           <C>
Operating Activities:                                     
Net Profit (Loss)                            $           $
                                           302       (504)
Adjustments to Reconcile Net                              
Profit (Loss) to
   Net Cash Provided by Operating                         
Activities:
    Decrease in Receivable from            667         982
HBO
    (Increase) Decrease in                                
Assured Return of Film
      Investment Payment                 (258)         368
Receivable
    (Increase) Decrease in Motion                         
Picture
      Production Costs                    (84)          43
   Amortization of Motion Picture                         
      Production Costs                      69         144
    Decrease in Accrued Expenses                          
and Accounts
        Payable                           (53)         (4)
    Increase in Payable to                   6           9
General Partners
    Decrease in Deferred Revenue                          
                                             0       (177)
        Net Cash Provided by                              
Operating Activities                       649         861
                                                          
Investing Activities:
Purchase of Short-Term                 (1,936)     (1,966)
Investments
Redemption of Short-Term                                  
Investments                              1,984       1,920
        Net Cash Provided (Used)                          
by Investing
         Activities                                       
                                            48        (46)
                                                          
Financing Activities:                                     
Increase in Payable to HBO                                
                                            23          25
                                                          
        Net Cash Provided by                              
Financing Activities                        23          25
                                                          
Increase In Cash and Cash                  720         840
Equivalents
Cash and Cash Equivalents at                              
beginning of year                          176         192
Cash and Cash Equivalents at end             $           $
of period                                  896       1,032
                              
     See accompanying notes to the financial statements.
</TABLE>
<PAGE>
                              


                      CINEMA PLUS, L.P.
              (A Delaware Limited Partnership)

                NOTES TO FINANCIAL STATEMENTS

                          Unaudited
                              
1.  Basis of Presentation

    The accompanying unaudited financial statements have

been prepared in accordance with generally accepted

accounting principles for interim financial reporting.  They

do not include all information and footnotes required by

generally accepted accounting principles for complete

financial statements.  The information furnished includes

all adjustments of a normal recurring nature which are, in

the opinion of management, necessary to present fairly the

Partnership's financial position as of March 31, 1997 and

the results of its operations and changes in cash flows for

the periods ended March 31, 1997 and 1996.  Results of

operations for the period ended March 31, 1997 are not

necessarily indicative of the results that may be expected

for the entire year.

2.  Receivable from HBO

       The Receivable from HBO at March 31, 1997 and December

31, 1996 consists of the following amounts:

                                  3/31/97       12/31/96

   Network                         $1,352,000     $1,335,000
   Foreign                                  3,000
11,000
        Net Domestic Video                     56,000
609,000
   Syndication                       20,000
0              Interest                                     0
143,000
                                           $1,431,000
$2,098,000
   (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 three month period ended March 31, 1997, the

Partnership recognized net revenue of $17,000 with respect

to "Ricochet."

(b)  Foreign Receivable from HBO

    As the HBO Commitment with respect to "Ricochet" has

been fully repaid, any additional foreign receipts for this

Film are being remitted to the Partnership net of any guild

residuals, distribution fees and expenses. During the three

month period ended March 31, 1997, the Partnership

recognized foreign revenue (excluding UK non-standard

television) of  $3,000.  During the three month period ended

March 31, 1997, the Partnership received a cash payment of

$11,000 (including interest) from the foreign distribution

of the Film "Ricochet."

(c)  Net Domestic Video Receivable from HBO

    During the three month period ended March 31, 1997, the

Partnership recognized revenues of $59,000 from net domestic

home video distribution of all of its Films.  During the

three month period ended March 31, 1997, the Partnership

received a cash payment of $612,000 from the net domestic

video distribution of all of its Films.

(d)  Syndication Receivable from HBO

    Domestic syndication television rights in the Films are

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

behalf of the Partnership.  HBO and its subdistributor, if

any, 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 are remitted to the Partnership.  During the three

month period ended March 31, 1997, the Partnership

recognized net revenue from syndicated television of

$20,000.

(e)  Interest Receivable

    During the three month period ended March 31, 1997, the

Partnership received interest payments of $143,000 with

respect to audits of the Film's domestic consumer video

revenues.

3.  Payable to HBO

    The payable to HBO at March 31, 1997 and December 31,
1996 (including

accrued interest) consists of the following amounts:

<TABLE>
<CAPTION>

                                            
                                3/31/97     12/31/96
                                            
<S>                             <C>         <C>
HBO Commitment                           $           $
                                   305,000     357,000
Print and Advertising              193,000     197,000
Expenditures
HBO Interest Recoupment (See                          
Note 4)                          4,330,000   4,251,000
                                                      
Total                                    $           $
                                 4,828,000   4,805,000
                                                      
</TABLE>

 (a)  HBO Commitment

    During the three month period ended March 31, 1997, an

aggregate of $176,000 (including interest) of the HBO

Commitments with respect to "Don't Tell Mom" and "Mom and

Dad Save the World" was repaid from net Foreign Distribution

Advances with respect to these Films.  In addition, interest

was accrued in the amount of $40,000 for the three months

ended March 31, 1997.  Furthermore, the Partnership's

Payable to HBO has increased by $84,000 for "Mom and Dad

Save the World."  This increase of $84,000 is offset by a

corresponding increase in the capitalized Motion Picture

Production Costs of this Film.  This adjustment was due to a

change in the estimates of ultimate net foreign revenues as

of March 31, 1997.  It is currently anticipated that HBO

will be unable to recoup the HBO Commitment in the amount of

$2,520,000 (down from $2,604,000) with respect to "Mom and

Dad Save the World."

(b)  Print and Advertising Expenditures

    During the three month period ended March 31, 1997, the

Partnership recognized $4,000 from the domestic theatrical

distribution of its Films, all of which has been applied to

the payable of print and advertising expenditures incurred

to date.

4.  Assured Return of Film Investment Payment and the HBO

Interest Recoupment

    Based on the anticipated performance of each of the

four Films in release at March 31, 1997, it is expected that

HBO will be required to make an Assured Return of Film

Investment Payment ("ARFIP") with respect to each of these

Films.  Accordingly, $21,798,000 (amount present valued) was

recorded by the Partnership as a receivable from HBO in the

accompanying financial statements as of March 31, 1997.

    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 the ARFIP for a Film by July 1999, 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.

Accordingly, an HBO Interest recoupment in the amount of

$4,330,000 (amount present valued) has been recorded by the

Partnership and included in the Payable to HBO in the

accompanying financial statements as of March 31, 1997.

5.  Payable to General Partners

    A portion of the Production and Overhead Fee is paid to

the General Partners 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 March 31, 1997,

$490,000 is recorded as a Payable to General Partners in the

accompanying financial statements.

6.  Supplemental Disclosure of Cash Flow Information

    The Partnership paid $57,000 and $11,000 of interest in

the three months ended March 31, 1997 and 1996,

respectively.

7.  Current Operations

    The Partnership has financed four Films.  All of these

Films have completed their domestic theatrical and video

releases and are being distributed in various ancillary

media.  No other films will be financed by the Partnership.

    During the three months ended March 31, 1997, the

Partnership recognized net revenue in the amounts of $4,000,

$180,000, $17,000, $59,000 and $20,000 with respect to the

domestic theatrical, foreign, network television, net

domestic video and domestic syndication markets,

respectively, of its Films.  During the three months ended

March 31, 1997, the third party participation expense for

"Don't Tell Mom" was increased by $17,000 thereby decreasing

the Partnership's net revenue for the period.

    For the purpose of computing net  income per unit, the

income has been allocated 99% to the limited partners and 1%

to the Administrative General Partner.

     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.  Additional Information

    Additional information, including the audited 1996

Financial Statements and the Summary of Significant

Accounting Policies, is included in the Partnership's Annual

Report on Form 10-K for the year ended December 31, 1996 on

file with the Securities and Exchange Commission.

9.  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 alleges 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.

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial

Condition and Results

    of Operations

a.  Financial Condition

   As of March 31, 1997, the Partnership held cash and cash

equivalents of $896,000 and short-term investments of

$2,227,000.

   The Partnership invested in the production of four Films.

As of March 31, 1997, an aggregate of $98,467,000 (including

the HBO Commitments) had been incurred toward the production

and theatrical release of these 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 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.



   As of March 31, 1997, the Partnership's net payable to

HBO totaled $4,828,000.  Of this amount, $4,330,000 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 March 31, 1997 will be substantially repaid to HBO within

the next two years.

     Since the Partnership is not anticipating significant

future revenues (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 short-term investments.  Management believes that the

cash and short-term investments held at March 31, 1997 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.

b.  Results of Operations

   For the three month period ended March 31, 1997, the

Partnership recorded net revenue of $263,000 due primarily

to the performance of its Films in the foreign markets and

domestic consumer video markets.  For the three months ended

March 31, 1997, the Partnership recorded an increase in the

Assured Return of Film Investment Payment of $258,000

primarily due to a decrease in the discount period.  The

Partnership recorded HBO Interest Recoupment expense of

$79,000 due primarily to the decrease in the discount

period.

   For the three month period ended March 31, 1996, the

Partnership recorded net revenue of $162,000 due primarily

to the performance of its Films in the foreign markets

offset by amortization of  related Motion Picture Production

Costs of $144,000.  For the three months ended March 31,

1996, the Partnership recorded a decrease in the Assured

Return of Film Investment Payment of $368,000 due primarily

to an increase in the ultimate net revenue projections with

respect to "Ricochet" offset, in part, by the decrease in

the discount period.  The Partnership recorded HBO Interest

Recoupment expense of $77,000 due primarily to the decrease

in the discount period.





<PAGE>

                  PART II-OTHER INFORMATION

Item 1.      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 alleges 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 2.  Changes in Securities
     None

Item 3.Defaults Upon Senior Securities
     None

Item 4.Submission of Matters to a Vote of Security Holders
     None

Item 5.      Other Information
     None

Item 6.Exhibits and Reports on Form 8-K
     A).  Exhibits
                     <TABLE>
                     <CAPTION>

                      EXHIBIT
                      NUMBERDESCRIPTIONPAGE NUMBER
               <S>                 <C>
<C>

                  27                 Financial Data Schedule
                       </TABLE>

     B).  The Partnership did not file any reports on Form 8-
K during the quarter                           ended March
31, 1997.

<PAGE>
                              
                         SIGNATURES
                              

   Pursuant to the requirements of the Securities and
Exchange Act of 1934, 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

                              By:     Entertainment Finance
Services, Inc.,
                                         as Administrative
General Partner




May 14, 1997                  By:  /s/ Bradley J. Wechsler
     Date                          Bradley J. Wechsler
                                   President