DELPHI FILM ASSOCIATES V
8-K, 1998-03-20
MOTION PICTURE & VIDEO TAPE PRODUCTION
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               SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                         CURRENT REPORT

                    Pursuant to Section 13 of 15(d) of the

                        Securities Exchange Act of 1934
                                
                         March 12, 1998
               Date of Report (Date of earliest event reported)

                                  DELPHI FILM ASSOCIATES
V
               (Exact name of registrant as specified in its
charter)

New York                 0-14409             13-
3276727
(State or other                    (Commission              (IRS
Employer
jurisdiction of incorporation)          File Number)
Identification No.)


666 Third Avenue, New York, New York
10017
(Address of principal executive officer)      (Zip Code)





                Registrant's telephone number, including area
code 212-983-9040

<PAGE>

Item 2.  Acquisition or Disposition of Assets

     Columbia Pictures Industries, Inc. ("Columbia") and TriStar

Pictures, Inc. ("TriStar") offered to purchase from Delphi Film

Associates V (the "Partnership") its interest in Columbia-Delphi

V Productions (the "Columbia Joint Venture") and in Tri-Star-

Delphi V Productions (the "Tri-Star Joint Venture"),

(collectively, the "Joint Ventures") for $475,000 and $350,000,

respectively.  The General Partner, on behalf of the Partnership,

accepted this offer.  The definitive documentation for these

transactions (the "Transactions") was executed and delivered on

March 12, 1998 (the "Effective Date").  The Partnership received

the aggregate sale proceeds of  $825,000 on March 12, 1998.  The

gain to be recognized from the Transactions will approximate

$505,000, representing sales proceeds of $825,000 less the

amounts recorded by the Partnership as  receivables from the

Joint Ventures as of the Effective Date.  The sale proceeds, less

Partnership expenses and less a reserve for expenses to pay

and/or otherwise satisfy liabilities and/or obligations of the

Partnership that presently exist or that are expected to arise in

the future, has been distributed to partners in accordance with

the Amended Agreement of Limited Partnership (the "Partnership

Agreement").



Item 5.  Other Events

     The Partnership received the proceeds from the sale of its

interest in the Joint Ventures on March 12, 1998.  As a result of

the sale of its interest in the Joint Ventures, the Partnership

dissolved in accordance with the provisions of the Partnership

Agreement.

          On March 19, 1998, the Partnership will make a final

cash distribution to its limited partners in the amount of

$1,893,200 ($ 236.65 per unit).  On March 19, 1998, the

Partnership will make a final distribution to the General Partner

in the amount of $19,123.  In addition, on March 19, 1998, the

Partnership will transfer approximately $212,000 to the General

Partner, as a reserve to pay and/or otherwise satisfy liabilities

and/or obligations of the Partnership that presently exist or

that are expected to arise in the future.  These distributions

and payments will represent the final distributions of the

Partnership.  Accordingly, the Partnership will have been

effectively liquidated.



Item 7.  Financial Statements, Pro forma Financial Information

and Exhibits

     Pro forma financial information.

     The following unaudited pro forma financial information

reflects the Transactions as if they had occurred as of January

1, 1997.  The results of operations for the year ended December

31, 1997  would not have reflected the Share of Profit in Motion

Picture Venture--Columbia-Delphi V Productions and the Share of

Profit in Motion Picture Venture--Tri-Star-Delphi V Productions.

In addition, the results of operations for the year ended

December 31, 1997 would reflect the gain on sale of interests in

the Joint Ventures, interest income from short-term investments

retained after distributions to partners and would provide for

operating expenses to liquidate the Partnership.  Giving effect

to the Transactions, as if they had occurred on January 1, 1997,

the pro forma net profit for the year ended December 31, 1997

would have been approximately $191,000.  Net profit per unit of

limited partnership interest is calculated in accordance with the

Partnership Agreement.  For the year ended December 31, 1997, the

pro forma net profit per unit of limited partnership interest

would have been approximately $24, as compared to the stated net

loss per unit of limited partnership interest of $8.  In

addition, if the Transactions and distribution to partners had

occurred as of December 31, 1997, the balance sheet as of that

date would have only reflected cash and accrued expenses

necessary to liquidate the Partnership.



Exhibits

10.1  Purchase and Sale Agreement dated as of March 12, 1998-

Interest in Columbia-Delphi

         V Productions.

10.2  Purchase and Sale Agreement dated as of March 12, 1998-

Interest in Tri-Star-Delphi                V Productions.

<PAGE>

                         SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act

of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

                              DELPHI FILM ASSOCIATES V
                              A New York Limited Partnership

                              By:  DELPHI MANAGEMENT ASSOCIATES,
                                       General Partner

                              By:  ML Film Entertainment Inc.,
                                      Managing Partner



March 20, 1998                /s/ Roger F. Castoral, Jr.

          Date                     Roger F. Castoral, Jr.
                              Vice President and Treasurer
                              of the Managing Partner of the
                              General Partner
                              (principal financial officer and
principal
                              accounting officer of the
Registrant)




March 20, 1998                /s/ Steven N. Baumgarten
          Date                     Steven N. Baumgarten
                              Director and Vice President of the
                              Managing Partner of the General
Partner




       The  parties  to  this  agreement  are  Columbia  Pictures
Industries,  Inc.,  a Delaware corporation ("CPII"),  and  Delphi
Film Associates V, a New York limited partnership (the "Seller").
CPII  and  the  Seller are joint venturers in  Columbia-Delphi  V
Productions,  a joint venture organized under New York  law  (the
"Joint  Venture")  pursuant to a Joint  Venture  Agreement  dated
August  15,  1985,  as  amended (the "Joint Venture  Agreement").
CPII desires to purchase (in such capacity, the "Purchaser") from
the  Seller,  and  the  Seller desires to sell  to  CPII  all  of
Seller's  right,  title and interest in and to the  Interest  (as
hereinafter defined), subject to the terms and provisions of this
Agreement.

     It is therefore agreed as follows:

     1.        Sale.

           For  and  in consideration of the Purchase  Price  (as
hereinafter defined) and upon the execution and delivery of  this
Agreement  by  CPII, the Seller does hereby sell,  transfer,  set
over  and  assign  to CPII all of the Seller's right,  title  and
ownership  interest in and to the Films set forth on  Schedule  1
hereto  (collectively,  the "Films"),  all  of  which  are  owned
through  the  Joint Venture, and the Seller's  interests  in  the
Joint  Venture  (hereinafter  referred  to  collectively  as  the
"Interest").   Concurrently with the execution  and  delivery  of
this  Agreement by CPII and the Seller, the Seller shall  execute
and  deliver to CPII (a) an Assignment of Joint Venture  Interest
with respect to its interest in the Joint Venture in the form  of
Exhibit  A  attached hereto, and (b) as a joint venturer  in  the
Joint  Venture, a Bill of Sale and a Copyright Assignment in  the
forms of Exhibit B and Exhibit C, respectively, attached hereto.

     2.        Termination of Distribution Agreements.

           Effective as of the date hereof upon payment  by  CPII
and  receipt  by the Seller of the Purchase Price (as hereinafter
defined), the Distribution Agreement dated August 15, 1985  (such
agreement,   as  amended,  being  the  "Distribution  Agreement")
between  CPII and the Joint Venture, relating to the Films  shall
automatically terminate without any further action on the part of
either  party  hereto or the Joint Venture.  Notwithstanding  the
foregoing,  the  provisions of Article XXI  of  the  Distribution
Agreement shall survive such termination.
     3.        Termination of Joint Venture.

           Effective as of the date hereof upon payment  by  CPII
and  receipt  by the Seller of the Purchase Price (as hereinafter
defined)  and  the  delivery of the Assignment of  Joint  Venture
Interest  in  the form of Exhibit A attached hereto, without  any
further  action by the parties, the Joint Venture shall terminate
and  all  right, title and interest in and to the assets  of  the
Joint   Venture  and  all  obligations  (other  than  obligations
incurred by Seller on behalf of the Joint Venture outside of  the
scope of Seller's authority) of the Joint Venture shall inure  to
CPII as successor in interest.

     4.        Purchase Price.

           Within two business days of the execution and delivery
of  this Agreement by CPII and the Seller, CPII shall pay to  the
Seller,  as  the purchase price for the Interest,  $475,000  (the
"Purchase  Price"),  which shall be paid,  without  deduction  or
setoff,  by wire transfer of immediately available funds  to  the
account  of  the Seller as set forth on Schedule 2  hereto.   The
parties  hereto acknowledge and agree that, subject to the  terms
of  this  Agreement,  (i)  the Purchase  Price  constitutes  full
satisfaction and settlement for the purchase of the Interest and,
in addition, of any and all amounts payable by CPII to the Seller
or  the Joint Venture, and any amounts payable by Seller to  CPII
or   the  Joint  Venture,  in  each  case  with  respect  to  the
distribution and exploitation of the Films under the terms of the
Joint Venture Agreement, the Distribution Agreement and the other
agreements  and instruments entered into in connection  with  the
production,  distribution  and  exploitation  of  the  Films   as
contemplated by the Seller's Prospectus dated August 21, 1985, as
such  agreements as amended, supplemented or modified  have  been
entered into (the "Subject Agreements"), and (ii) upon receipt of
the  Purchase  Price by the Seller, CPII shall  have  no  further
liability  or obligation to the Seller and Seller shall  have  no
further liability or obligation to CPII or the Joint Venture  for
the  purchase  of  the  Interest or the Films,  or  for  payments
arising  under  the  Subject  Agreements  with  respect  to   the
distribution   and  exploitation  of  the  Films,   except   that
notwithstanding  the foregoing, the indemnities  in  the  Subject
Agreements set forth in Schedule 3 hereto shall survive.

     5.        Representations and Warranties of the Seller.

          The Seller represents and warrants to CPII that (a) the
Seller  is  the  owner  of the Interest free  and  clear  of  all
mortgages,   pledges,   liens,  security  interests   and   other
encumbrances  of any nature whatsoever; (b) the  Seller  has  not
assigned  or  transferred to any other person, firm, corporation,
trust  or  other  entity  in  any manner,  including  by  way  of
subrogation or operation of law or otherwise, all or any  portion
of  any  claim, demand, right (including a right to  receive  any
payment,  whether  in  respect  of a  participation  interest  or
otherwise), action or cause of action that it had, has  or  might
have arising under or in respect of the Interest, the Films,  the
Subject  Agreements or the business or operations  of  the  Joint
Venture;   and  (c)  to  the  best  of  Seller's  knowledge,   no
litigation,  investigation  or administrative  proceeding  of  or
before any court, arbitrator or governmental authority is pending
or  threatened against the Joint Venture, Seller or the  Seller's
general  partner, under or in connection with the  Interest,  the
Joint Venture, the Subject Agreements, the business or operations
of the Joint Venture or the transactions contemplated hereby.

     6.        Representations and Warranties of CPII.

           CPII hereby represents and warrants to the Seller that
no material books or records of CPII or its affiliates related to
the  computation of costs of the Films or Seller's share  of  the
revenues  derived  from  the exhibition, distribution  and  other
exploitation of the Films have been withheld by CPII from  Seller
or  any  agent  or  representative of Seller  (including  without
limitation,  Magera Management Corporation) with respect  to  the
distribution and production audits heretofore performed by or  on
behalf of the Seller.  Seller acknowledges that it has been given
the  opportunity to audit the books and records of CPII  and  its
affiliates  related  to the production and  distribution  of  the
Films  and  agrees that unless Seller has a reasonable  basis  to
believe that the foregoing representation is untrue, Seller shall
have  no  further right to audit any such books or records.   The
Seller  represents and warrants to CPII that neither  the  Seller
nor any of its directors, officers, employees, affiliates, agents
or   representatives   (including,  without  limitation,   Magera
Management Corporation) is presently aware of any breach  of  the
foregoing representation and warranty of CPII.

     7.         Additional Representations and Warranties of  the
Parties.

           Each of CPII and the Seller represents and warrants to
the  other  that  (a) it has the right, power  and  authority  to
execute,  deliver and perform this Agreement; (b) this  Agreement
and  each other agreement entered into in connection herewith  to
which  it  is  a  party  have been duly and  validly  authorized,
executed  and delivered by it and each such agreement constitutes
its  legal, valid and binding obligation, enforceable against  it
in accordance with its terms, except as such rights may be
limited  by  bankruptcy,  insolvency  and  other  laws  affecting
creditors' rights generally and by equitable principles;  (c)  no
consent by any third party (including, without limitation, in the
case  of  the  Seller, the limited partners  of  the  Seller)  is
required   in   connection  with  its  execution,  delivery   and
performance of this Agreement and such agreements referred to  in
clause  (b) above; (d) it has made its own business determination
and  judgment regarding the purchase and sale of the Interest for
the  Purchase Price pursuant to this Agreement and that it is not
relying upon any representation or warranty by the other party in
connection therewith or otherwise with respect to the Interest or
the  Films, except as expressly set forth herein; and (e) to  the
best   of   its   knowledge,  no  litigation,  investigation   or
administrative proceeding of or before any court,  arbitrator  or
governmental authority is pending or threatened with  respect  to
the  production of any of the Films which is likely to result  in
any liability or damages to the other.

     8.        Further Assurances.

          (a)       The Seller agrees, after the date hereof,  to
take  all further actions which are reasonably requested by  CPII
in  connection with the sale and transfer of the Interest to CPII
to  carry  out  the  terms of this Agreement; provided  that  the
Seller  shall not be required to incur any out-of-pocket cost  or
expense in connection with any such action unless CPII agrees  to
reimburse the Seller for such cost or expense.

          (b)        CPII agrees, after the date hereof, to  take
all actions (i) necessary or appropriate for CPII as purchaser or
for  the  Joint Venture or CPII as a joint venturer in the  Joint
Venture  to evidence the transactions effected hereby, including,
without  limitation,  any filings with governmental  authorities,
and  to  bear  the  costs of any such actions or (ii)  reasonably
requested  by  Seller in connection with the  sale  and  transfer
effected  by this Agreement, at the cost and expense  of  Seller;
provided that the foregoing shall in no event impose on CPII  any
obligations or liabilities under the federal or state  securities
laws  with respect to filings thereunder required to be  made  by
Seller.

     9.        Records.

           For a period of seven (7) years following the date  of
this Agreement, each of CPII and the Seller agree for the benefit
of  the  other,  upon reasonable prior notice and during  regular
business  hours,  to make its business records  relating  to  the
Interest  and the Films, and those business records, if  any,  in
its  possession  relating  to the 1986  limited  partner  consent
solicitation  and  subsequent  reorganization  of   the   Seller,
available to the other (subject to any applicable confidentiality
obligations to which either party may be subject) for purposes of
any tax audit and/or litigation.

     10.       Indemnification.

          (a)        Each party (for purposes of this Section  10
each  an  "Indemnifying Party") shall indemnify and hold harmless
the  other  party  and  its respective subsidiaries,  affiliates,
shareholders, partners and agents (including but not  limited  to
Magera  Management Corporation) and the respective  shareholders,
partners, officers, directors and employees of each of them (each
an  "Indemnified  Party") against any and  all  claims,  damages,
judgements,   losses,   costs,   expenses   (including,   without
limitation, reasonable attorneys' fees and disbursements incurred
in   connection  with  investigating,  preparing  to  defend   or
defending  against any action, suit or proceeding  threatened  or
commenced),  penalties  and liabilities of  any  kind  or  nature
whatsoever  which  may  be  sustained or  suffered  by  any  such
Indemnified Party directly or indirectly, relating to or  arising
out   of,   a   breach  of  any  of  the  covenants,  agreements,
representations or warranties contained in this Agreement by such
Indemnifying  Party  or  in  any certificate  or  other  document
executed  and  delivered by such Indemnifying Party  pursuant  to
this  Agreement  or  at  the  closing  of  the  sale  transaction
contemplated by this Agreement.

          (b)        All  rights and remedies conferred  by  this
Agreement  to an Indemnified Party shall be cumulative and  shall
not interfere with or prevent the exercise of any other right  or
remedy which may be available to such Indemnified Party hereunder
or otherwise under law or in equity.  Any Indemnified Party shall
promptly notify the Indemnifying Party of any claim, demand, suit
or  proceeding  with  respect to which it  seeks  indemnification
(provided  that the failure to give such prompt notice shall  not
affect  the  obligation  of  the Indemnifying  Party  unless  the
failure  to give the notice materially and adversely affects  its
interest) and the Indemnifying Party shall at all times have  the
right to defend, settle or compromise such claim, demand, suit or
proceeding with counsel of its own choosing and in such manner as
it  may  deem  advisable; provided, however, that an Indemnifying
Party  may  not settle any such claim, demand, suit or proceeding
which  in any way would affect the rights, interest or reputation
of an Indemnified Party without the prior written consent of such
Indemnified  Party.   If the Indemnifying Party  shall  elect  to
control such defense, the Indemnified Party shall have the  right
to  engage separate counsel of its choice and participate in  the
defense,  negotiation or settlement of such action or  proceeding
but  shall  bear  the fees and expenses of such separate  counsel
retained by it and the Indemnified Party shall cooperate  in  the
defense of any such claim, demand, action or other proceeding  at
no  cost  or charge to the Indemnifying Party other than for  the
other  party's  reasonable out-of-pocket expenses for  performing
such  acts  as  the  Indemnifying Party shall  request.   If  the
Indemnifying  Party  shall fail to appoint counsel  on  a  timely
basis  and  undertake  such defense, the  Indemnified  Party  may
engage  its  own  counsel,  and the reasonable  charges  made  in
connection  therewith  shall be paid by the  Indemnifying  Party.
The  parties' rights, powers and remedies set forth herein  shall
be  in  addition to, and not in lieu of, any rights,  powers  and
remedies hereunder at law or in equity, by statute or otherwise.

     11.       Location of Transfer.

           The  parties  agree that the transfer of the  Interest
shall occur in California.

     12.       Revocation of Empowerment to Appear in Suits.

           The  parties  agree  that  to  the  extent  that  CPII
heretofore  empowered the Seller to bring, prosecute, defend  and
appear  in suits, actions and proceedings of any nature under  or
concerning all copyrights in the Films and all renewals of  these
copyrights,  or  concerning  any infringement  of  any  of  these
copyrights  or renewals, or interference with any of  the  rights
granted  under these copyrights or renewals, such empowerment  is
hereby revoked and terminated effective immediately.

     13.       Miscellaneous.

          (a)        This  Agreement  shall be  governed  by  and
construed  in accordance with the laws of the State of  New  York
applicable to agreements made and to be performed in that  State,
and  may  not  be amended, changed or terminated,  except  by  an
instrument in writing signed by each of the parties hereto.

          (b)       All communications under this Agreement shall
be  in  writing and shall be deemed to have been duly given  when
delivered  personally or sent by overnight courier or  mailed  by
certified or registered first class mail, postage prepaid, return
receipt requested, to the party to whom the same is directed  (or
to  such  other address as a party may have specified by  written
notice to the other party):


               If to the Seller, to it at:

               Delphi Film Associates V
               World Financial Center
               North Tower -27th Floor
               New York, New York  10281-1327
               Attention:  Kevin K. Albert


               with a copy to:

               Magera Management Corporation
               666 Third Avenue
               New York, New York  10017
               Attention:  Richard M. Mason



               If to CPII, to it at:

               Columbia Pictures Industries, Inc.
               c/o Sony Pictures Entertainment Inc.
               10202 West Washington Boulevard
               Culver City, CA  90232-3195
               Attention:  Ronald N. Jacobi
                           General Counsel


               with a copy to:

               Columbia Pictures Industries, Inc.
               c/o Sony Pictures Entertainment Inc.
               10202 West Washington Boulevard
               Culver City, CA  90232-3195
               Attention:  Edgar H. Howells, Jr.
                           Chief Financial Officer



          (c)        This  Agreement  is being  entered  into  by
Seller in its individual capacity and, as to Section 3 hereof, as
a  joint venturer in the Joint Venture.  This Agreement is  being
entered  into  by CPII in its individual capacity, as  Purchaser,
and,  as  to  Section  2 hereof as a party  to  the  Distribution
Agreement and as a joint venturer in the Joint Venture, and as to
Section 3 hereof, as a joint venturer in the Joint Venture.  This
Agreement  is  further entered into by Seller  and  CPII,  as  to
Section  4  in  their  respective capacities  as  parties  to  or
beneficiaries of interests in the Subject Agreements.

          (d)       This Agreement together with the Exhibits and
Schedules  attached  hereto sets forth the entire  agreement  and
understanding  between the parties with respect  to  the  subject
matter   hereof   and   supersedes  all  prior   agreements   and
understandings  with  respect  to such  subject  matter  (whether
written or oral) all of which are merged herein.

          (e)       This Agreement may be entered into in one  or
more  counterparts, each of which together shall  constitute  one
agreement.

                              DELPHI FILM ASSOCIATES V
                              By:  Delphi Management Associates
                                   General Partner
                              By:  ML Film Entertainment Inc.
                                   Managing Partner


                                 By:    /s/   Steven   Baumgarten

                                    Name:Steven Baumgarten
                                    Title:   Vice President

                                    COLUMBIA PICTURES INDUSTRIES,
INC.


                                By:  /s/  Edgar  H.  Howells,  Jr

                                    Name: Edgar H. Howells, Jr.
                                      Title:     Executive   Vice
President
                                           and CFO
<PAGE>                                                 SCHEDULE 1


                       SCHEDULE OF FILMS


Jagged Edge
White Nights
Murphy's Romance
Care Bears II: The Next Generation
Jo Jo Dancer
Out of Bounds
A Fine Mess
Armed and Dangerous
Stewardess School
Ishtar
White Water Summer


<PAGE>                                                 SCHEDULE 2


                      FUNDING INSTRUCTIONS


Amounts  payable  to  Delphi  Film Associates  V  (the  "Seller")
pursuant to the Purchase and Sale Agreement dated as of March 12,
1998,  between the Seller and Columbia Pictures Industries,  Inc.
shall be paid to the account of the Seller, as follows:


     Delphi Film Associates V
     Bankers Trust
     ABA #:  02001033
     Receipts Account #: 50191570

<PAGE>                                                 SCHEDULE 3


             SCHEDULE OF INDEMNIFICATION PROVISIONS



     Joint  Venture  Agreement  dated  August  15,  1985  between
     Columbia Pictures Industries, Inc. ("CPII") and Delphi  Film
     Associates V ("Delphi V") (Sections 24 and 27).

     Distribution  Agreement dated August 15, 1985  between  CPII
     and  Columbia-Delphi  V  Productions  ("Columbia-Delphi  V")
     (Section XXI).

     Product  Origination Agreement dated August 15, 1985 between
     CPII and Columbia-Delphi V (Article 10).

     Purchase and Sale Agreement dated September 24, 1985 between
     CPII  and  Columbia-Delphi V (the first sentence of  Section
     10) with respect to "Jagged Edge".

     Letter agreement dated as of February 24, 1986 from Columbia-
     Delphi  V,  addressed to the attention of Lewis  J.  Korman,
     Esq. (the first sentence of Section 3) with respect to "Care
     Bears Movie II: The New Generation".
<PAGE>                                                  EXHIBIT A


              ASSIGNMENT OF JOINT VENTURE INTEREST

      KNOW  THAT Delphi Film Associates V ("Assignor"), for  good
and   valuable  consideration  received  from  Columbia  Pictures
Industries, Inc. ("Assignee"), hereby assigns to Assignee all  of
its right, title and interest in Columbia-Delphi V Productions (a
New  York joint venture) (the "Joint Venture") from and after the
date hereof (the "Interest").

      TO  HAVE  AND  TO HOLD the same unto Assignee  and  to  the
successors and assigns of Assignee forever.

      By  accepting this Assignment, Assignee hereby assumes  all
obligations  associated with the Interest, whether arising  prior
to, on, or after the date hereof (other than obligations incurred
by  Assignor on behalf of the Joint Venture outside of the  scope
of Assignor's authority).

     IN WITNESS WHEREOF, Assignor has executed this Assignment as
of the 12th day of March, 1998.

                              DELPHI FILM ASSOCIATES V

                              By:  Delphi Management Associates,
                                   General Partner
                              By:  ML Film Entertainment Inc.,
                                   Managing Partner


                              By: /s/ Steven Banumgarten
                                   Name: Steven Baumgarten
                                   Title:    Vice President

Accepted as of the date
first above written

COLUMBIA PICTURES INDUSTRIES, INC.


By:/s/ Edgar H. Howells, Jr.
     Name: Edgar H. Howells, Jr.
     Title:    Executive Vice President and CFO

<PAGE>                                                  EXHIBIT B

                          BILL OF SALE


      For  and in consideration of the sum of One Dollar  ($1.00)
and  other  good  and valuable consideration paid  simultaneously
herewith  by  COLUMBIA  PICTURES  INDUSTRIES,  INC.,  a  Delaware
corporation  ("CPII"),  to  COLUMBIA-DELPHI  V  PRODUCTIONS  (the
"Seller"),  a joint venture organized under New York law  between
CPII  and  Delphi Film Associates V ("Delphi"), receipt of  which
the Seller hereby acknowledges, the Seller hereby sells, assigns,
transfers,  delivers and sets over to CPII all  of  the  Seller's
right, title and interest in and to the feature-length theatrical
motion  pictures  set  forth on Schedule 1 attached  hereto  (the
"Films"), including, without limitation: (i) all common  law  and
statutory  copyrights the Seller owns therein (and  all  renewals
and  extensions thereof) throughout the world, (ii) all  preprint
materials and copies thereof, (iii) such rights in the music  and
literary  property rights relating to the Films and/or  on  which
Films  are  based, including without limitation,  rights  in  the
screenplay  and  the  underlying literary  rights  on  which  the
screenplay  was based, as may have been necessary to  permit  the
exploitation of the Films in all media for which the  Seller  has
rights,  to  the full extent of those rights, (iv) the  right  to
cause  the  Films  to  be  exhibited, distributed,  marketed  and
exploited in all media in all territories in which the Seller has
rights,  to the full extent of those rights and (v) all  positive
and negative film of the Films, wherever located.

     Without limiting the generality of the foregoing, the rights
sold,  assigned,  transferred and delivered to CPII  include  the
following  rights  in and to the Films to the extent  the  Seller
owns or controls such rights:

     (f)        To secure copyright registration in the Films  in
CPII's  own  name  anywhere in the world to  the  extent  of  the
interest  herein  conveyed,  and  to  secure  any  renewals   and
extensions thereof wherever and whenever permitted;

     (g)        To produce, issue and make negatives and positive
prints of the Films and trailers thereof;

     (h)        To  use the titles of the Films and the right  to
change such titles;

     (i)         To   distribute,  exhibit,  transmit,   project,
perform,   reissue,  subdistribute,  sublicense,   lease,   rent,
exploit,  turn to account, dispose of and generally deal  in  and
with  the  Films,  and trailers thereof, and excerpts  and  clips
therefrom, in any and all languages (including dubbed, titled and
narrated  versions) in all sizes and gauges  of  film  and  other
materials  and  for  any and all purposes  and  uses,  including,
without limitation, theatrical purposes of any and all kinds, non-
theatrical purposes of all kinds, and television in all forms, by
every  means, method, process, medium or device now or  hereafter
known,  invented, contemplated or devised, subject,  however,  to
the  limitations imposed by any applicable contracts for the  use
of literary, dramatic or musical material;

     (j)       To publish, or cause or permit to be published, in
any languages and forms, synopses, summaries, resumes and stories
of  and  excerpts  from the Films and any literary,  dramatic  or
musical  material included in the Films or upon which  the  Films
are  based, in newspapers, magazines, trade periodicals, heralds,
programs, booklets, posters, lobby displays, press books and  any
other  periodicals  and  in all other media  of  advertising  and
publicity   whatsoever,  subject,  however,  to  the  limitations
imposed by any applicable contracts and guild agreements for  the
use of literary, dramatic or musical material;

     (k)         To   broadcast  or  transmit  by  radio,   wire,
television or any other means or method, or license or  authorize
others to so broadcast or transmit, in any language, adaptations,
versions  or  sketches  of the Films, or any  parts  or  portions
thereof,  from audio or audiovisual works or with living persons,
or  otherwise; and in connection therewith, to use parts  of,  or
excerpts from, or the theme of any literary, dramatic or  musical
material  contained  in the Films or upon  which  the  Films  are
based,  and  to use in conjunction therewith any other  literary,
dramatic   or   musical  material,  subject,  however,   to   the
limitations  imposed  by  any  applicable  contracts  and   guild
agreements for the use of such materials;

     (l)        To use the name and reproductions of the physical
likeness  and voice of any party rendering services in connection
with the Films for the purposes of advertising or exploiting  the
Films,  including any product, commodity or service manufactured,
distributed  or  offered  by  any person,  firm  or  corporation,
subject,  however, to the limitations imposed by  any  applicable
contracts of employment and guild agreements;

     (m)        To  publish,  market and exploit  all  music  and
lyrics composed or written for the Films and synchronized with it
as  released, subject, however, to the limitations imposed by any
applicable  contracts and guild agreements for the  use  of  such
materials;

     (n)       To use, or license the use of, all or any part  of
the  sound  recordings, musical scores and individual parts  made
for  or  used  in  connection with the Films for the  purpose  of
producing  or  reproducing  phonograph,  tape,  wire   or   other
recordings  of  any  kind,  whether in  albums,  single  records,
cartridges,  cassettes, tapes or otherwise, and  whether  or  not
designated  for sale to the public, for electrical  transcription
for  advertising  purposes  or for any  other  purpose,  subject,
however,  to the limitations imposed by any applicable  contracts
and guild agreements for the use of such material;

     (o)        To use, exercise, employ, exploit and merchandise
all of the characters, situations, objects, properties, wardrobe,
designs, equipment and events depicted, described or portrayed in
the Films, the actors appearing therein and the logos and artwork
therefrom,  subject, however, to the limitations imposed  by  any
applicable  contracts for the use thereof and  guild  agreements;
and

     (p)         To   publish   and   distribute   novelizations,
photonovels  and  photocomic  books  of  the  Films  and  printed
versions of the literary material on which the Films are based in
book  form  and  in magazines, newspapers and other  periodicals,
whether  in installments or otherwise, subject, however,  to  the
limitations  imposed  by  any  applicable  contracts  and   guild
agreements for the use of such material.

      This  Bill of Sale is being delivered pursuant to the terms
of  the  Purchase and Sale Agreement dated as of March 12,  1998,
between CPII and Delphi.

      IN WITNESS WHEREOF, the Seller has caused this Bill of Sale
to  be  executed by its duly authorized officer as of  March  12,
1998.

                         COLUMBIA-DELPHI V PRODUCTIONS

                         By:  DELPHI FILM ASSOCIATES V,
                              a Joint Venturer

                              By: Delphi Management Associates,
                                  General Partner
                              By: ML Film Entertainment Inc.,
                                  Managing Partner


                                 By:    /s/   Steven   Baumgarten

                                  Name: Steven Baumgarten
                                  Title:    Vice President


                         By:  COLUMBIA PICTURES INDUSTRIES, INC.,
                              a Joint Venturer


                               By:  /s/  Edgar  H.  Howells,  Jr.

                                  Name: Edgar H. Howells
                                     Title:      Executive   Vice
President
                                        and CFO
<PAGE>                                                  EXHIBIT C

                      COPYRIGHT ASSIGNMENT


      The  undersigned  hereby sells, assigns  and  transfers  to
COLUMBIA  PICTURES INDUSTRIES, INC., a Delaware corporation,  and
its  successors and assigns (the "Assignee"), all of  its  right,
title  and  interest in and to the motion pictures set  forth  on
Schedule 1 attached hereto (collectively, the "Films"),  and  all
copyrights therein (including, without limitation, all copyrights
in the Films registered in the United States Copyright Office).

      The undersigned hereby irrevocably appoints the Assignee as
its   attorney-in-fact,  with  full  and  irrevocable  power  and
authority to do all acts and things, and to execute, acknowledge,
deliver, file, register and record all documents, in the name and
on  behalf of the undersigned, as Assignee may deem necessary  or
proper to accomplish the purpose of this Copyright Assignment.

     Dated this 12th day of March, 1998.


                         COLUMBIA-DELPHI V PRODUCTIONS

                         By:  DELPHI FILM ASSOCIATES V,
                              a Joint Venturer

                              By: Delphi Management Associates,
                                  General Partner
                              By: ML Film Entertainment Inc.,
                                  Managing Partner

                                 By:    /s/   Steven   Baumgarten

                                  Name: Steven Baumgarten
                                  Title:    Vice President


                              By:  COLUMBIA PICTURES
                                       INDUSTRIES, INC.,
                                      a Joint Venturer


                               By:  /s/  Edgar  H.  Howells,  Jr.

                                  Name: Edgar H. Howells
                                     Title:     Executive    Vice
President
                                        and CFO

STATE OF NEW YORK        )
                         )
                         )ss.:
                         )
COUNTY OF NEW YORK  )


      On  this ____ day of March, 1998, before me personally came
_______________ to me personally known and who, being by me  duly
sworn,  did depose and say that he is the ___________ of ML  FILM
ENTERTAINMENT  INC., the managing partner of the general  partner
of  DELPHI FILM ASSOCIATES V, a joint venturer in COLUMBIA-DELPHI
V  PRODUCTIONS,  the  joint venture described  herein  and  which
executed  the foregoing instrument, and that he signed  his  name
thereto.



                                   Notary Public



STATE OF CALIFORNIA      )
                         )
                         )ss.:
                         )
COUNTY OF                )


      On  this ____ day of March, 1998, before me personally came
_______________ to me personally known and who, being by me  duly
sworn,  did  depose  and say that he is the  ________________  of
COLUMBIA PICTURES INDUSTRIES, INC., a joint venturer in COLUMBIA-
DELPHI  V  PRODUCTIONS, the joint venture  described  herein  and
which  executed the foregoing instrument, and that he signed  his
name thereto.



                                   Notary Public




















      The parties to this agreement are TriStar Pictures, Inc., a
Delaware corporation ("TriStar"), and Delphi Film Associates V, a
New  York  limited  partnership  (the  "Seller").   TriStar,   as
successor  in interest to TriStar Pictures, a joint venture,  and
the  Seller are joint venturers in Tri-Star-Delphi V Productions,
a  joint  venture  organized  under  New  York  law  (the  "Joint
Venture") pursuant to a Joint Venture Agreement dated August  15,
1985,  as  amended  (the  "Joint  Venture  Agreement").   TriStar
desires to purchase (in such capacity, the "Purchaser") from  the
Seller, and the Seller desires to sell to TriStar all of Seller's
right,  title and interest in and to the Interest (as hereinafter
defined), subject to the terms and provisions of this Agreement.

     It is therefore agreed as follows:

     1.        Sale.

           For  and  in consideration of the Purchase  Price  (as
hereinafter defined) and upon the execution and delivery of  this
Agreement by TriStar, the Seller does hereby sell, transfer,  set
over  and assign to TriStar all of the Seller's right, title  and
ownership  interest in and to the Films set forth on  Schedule  1
hereto  (collectively,  the "Films"),  all  of  which  are  owned
through  the  Joint Venture, and the Seller's  interests  in  the
Joint  Venture  (hereinafter  referred  to  collectively  as  the
"Interest").   Concurrently with the execution  and  delivery  of
this  Agreement  by  TriStar and the  Seller,  the  Seller  shall
execute and deliver to TriStar (a) an Assignment of Joint Venture
Interest with respect to its interest in the Joint Venture in the
form of Exhibit A attached hereto, and (b) as a joint venturer in
the  Joint Venture, a Bill of Sale and a Copyright Assignment  in
the  forms  of  Exhibit  B and Exhibit C, respectively,  attached
hereto.

     2.        Termination of Distribution Agreements.

          Effective as of the date hereof upon payment by TriStar
and  receipt  by the Seller of the Purchase Price (as hereinafter
defined), the Distribution Agreement dated August 15, 1985, (such
agreement,   as  amended,  being  the  "Distribution  Agreement")
between  TriStar  and the Joint Venture, relating  to  the  Films
shall  automatically terminate without any further action on  the
part   of   either   party   hereto   or   the   Joint   Venture.
Notwithstanding the foregoing, the provisions of Article  XXI  of
the Distribution Agreement shall survive such termination.

     3.        Termination of Joint Venture.

          Effective as of the date hereof upon payment by TriStar
and  receipt  by the Seller of the Purchase Price (as hereinafter
defined)  and  the  delivery of the Assignment of  Joint  Venture
Interest  in  the form of Exhibit A attached hereto, without  any
further  action by the parties, the Joint Venture shall terminate
and  all  right, title and interest in and to the assets  of  the
Joint   Venture  and  all  obligations  (other  than  obligations
incurred by Seller on behalf of the Joint Venture outside of  the
scope of Seller's authority) of the Joint Venture shall inure  to
TriStar as successor in interest.

     4.        Purchase Price.

           Within two business days of the execution and delivery
of this Agreement by TriStar and the Seller, TriStar shall pay to
the Seller, as the purchase price for the Interest, $350,000 (the
"Purchase  Price"),  which shall be paid,  without  deduction  or
setoff,  by wire transfer of immediately available funds  to  the
account  of  the Seller as set forth on Schedule 2  hereto.   The
parties  hereto acknowledge and agree that, subject to the  terms
of  this  Agreement,  (i)  the Purchase  Price  constitutes  full
satisfaction and settlement for the purchase of the Interest and,
in  addition,  of any and all amounts payable by TriStar  to  the
Seller or the Joint Venture, and any amounts payable by Seller to
TriStar  or the Joint Venture, in each case with respect  to  the
distribution and exploitation of the Films under the terms of the
Joint Venture Agreement, the Distribution Agreement and the other
agreements  and instruments entered into in connection  with  the
production,  distribution  and  exploitation  of  the  Films   as
contemplated by the Seller's Prospectus dated August 21, 1985, as
such  agreements, as amended, modified or supplemented, have been
entered into (the "Subject Agreements"), and (ii) upon receipt of
the  Purchase Price by the Seller, TriStar shall have no  further
liability  or obligation to the Seller and Seller shall  have  no
further  liability or obligation to TriStar or the Joint  Venture
for  the  purchase of the Interest or the Films, or for  payments
arising  under  the  Subject  Agreements  with  respect  to   the
distribution   and  exploitation  of  the  Films,   except   that
notwithstanding  the foregoing, the indemnities  granted  in  the
Subject Agreements set forth in Schedule 3 hereto shall survive.

     5.        Representations and Warranties of the Seller.

           The Seller represents and warrants to TriStar that (a)
the  Seller  is the owner of the Interest free and clear  of  all
mortgages,   pledges,   liens,  security  interests   and   other
encumbrances  of any nature whatsoever; (b) the  Seller  has  not
assigned  or  transferred to any other person, firm, corporation,
trust  or  other  entity  in  any manner,  including  by  way  of
subrogation or operation of law or otherwise, all or any  portion
of  any  claim, demand, right (including a right to  receive  any
payment,  whether  in  respect  of a  participation  interest  or
otherwise), action or cause of action that it had, has  or  might
have arising under or in respect of the Interest, the Films,  the
Subject  Agreements or the business or operations  of  the  Joint
Venture;   and  (c)  to  the  best  of  Seller's  knowledge,   no
litigation,  investigation  or administrative  proceeding  of  or
before any court, arbitrator or governmental authority is pending
or  threatened against the Joint Venture, Seller or the  Seller's
general  partner, under or in connection with the  Interest,  the
Joint Venture, the Subject Agreements, the business or operations
of the Joint Venture or the transactions contemplated hereby.

     6.        Representations and Warranties of TriStar.

           TriStar  hereby represents and warrants to the  Seller
that  no  material books or records of TriStar or its  affiliates
related  to  the  computation of costs of the Films  or  Seller's
share  of  the revenues derived from the exhibition, distribution
and other exploitation of the Films have been withheld by TriStar
from  Seller or any agent or representative of Seller  (including
without  limitation, Magera Management Corporation) with  respect
to the distribution and production audits heretofore performed by
or on behalf of the Seller.  Seller acknowledges that it has been
given  the opportunity to audit the books and records of  TriStar
and its affiliates related to the production and distribution  of
the Films and agrees that unless Seller has a reasonable basis to
believe that the foregoing representation is untrue, Seller shall
have  no  further right to audit any such books or records.   The
Seller represents and warrants to TriStar that neither the Seller
nor any of its directors, officers, employees, affiliates, agents
or   representatives   (including,  without  limitation,   Magera
Management Corporation) is presently aware of any breach  of  the
foregoing representation and warranty of TriStar.

     7.         Additional Representations and Warranties of  the
Parties.

           Each of TriStar and the Seller represents and warrants
to  the  other that (a) it has the right, power and authority  to
execute,  deliver and perform this Agreement; (b) this  Agreement
and  each other agreement entered into in connection herewith  to
which  it  is  a  party  have been duly and  validly  authorized,
executed  and delivered by it and each such agreement constitutes
its  legal, valid and binding obligation, enforceable against  it
in  accordance  with  its terms, except as  such  rights  may  be
limited  by  bankruptcy,  insolvency  and  other  laws  affecting
creditors' rights generally and by equitable principles;  (c)  no
consent by any third party (including, without limitation, in the
case  of  the  Seller, the limited partners  of  the  Seller)  is
required   in   connection  with  its  execution,  delivery   and
performance of this Agreement and such agreements referred to  in
clause   (b)  above;  and  (d)  it  has  made  its  own  business
determination and judgment regarding the purchase and sale of the
Interest  for  the Purchase Price pursuant to this Agreement  and
that it is not relying upon any representation or warranty by the
other party in connection therewith or otherwise with respect  to
the Interest or the Films, except as expressly set forth herein.

     8.        Further Assurances.

          (a)       The Seller agrees, after the date hereof,  to
take  all  further  actions  which are  reasonably  requested  by
TriStar  in connection with the sale and transfer of the Interest
to  TriStar  to  carry out the terms of this Agreement;  provided
that  the Seller shall not be required to incur any out-of-pocket
cost or expense in connection with any such action unless TriStar
agrees to reimburse the Seller for such cost or expense.

          (b)        TriStar  agrees, after the date  hereof,  to
take  all  actions (i) necessary or appropriate  for  TriStar  as
purchaser or for the Joint Venture or TriStar as a joint venturer
in  the  Joint  Venture  to  evidence the  transactions  effected
hereby,   including,  without  limitation,   any   filings   with
governmental  authorities, and to bear  the  costs  of  any  such
actions or (ii) reasonably requested by Seller in connection with
the sale and transfer effected by this Agreement, at the cost and
expense of Seller; provided that the foregoing shall in no  event
impose  on  TriStar  any  obligations or  liabilities  under  the
federal   or  state  securities  laws  with  respect  to  filings
thereunder required to be made by Seller.

     9.        Records.

           For a period of seven (7) years following the date  of
this  Agreement,  each of TriStar and the Seller  agree  for  the
benefit  of  the other, upon reasonable prior notice  and  during
regular business hours, to make its business records relating  to
the  Interest and the Films, and those business records, if  any,
in  its  possession relating to the 1986 limited partner  consent
solicitation  and  subsequent  reorganization  of   the   Seller,
available to the other (subject to any applicable confidentiality
obligations to which either party may be subject) for purposes of
any tax audit and/or litigation.

     10.       Indemnification.

          (a)        Each party (for purposes of this Section  10
each  an  "Indemnifying Party") shall indemnify and hold harmless
the  other  party  and  its respective subsidiaries,  affiliates,
shareholders, partners and agents (including but not  limited  to
Magera  Management Corporation) and the respective  shareholders,
partners, officers, directors and employees of each of them (each
an  "Indemnified  Party") against any and  all  claims,  damages,
judgements,   losses,   costs,   expenses   (including,   without
limitation, reasonable attorneys' fees and disbursements incurred
in   connection  with  investigating,  preparing  to  defend   or
defending  against any action, suit or proceeding  threatened  or
commenced),  penalties  and liabilities of  any  kind  or  nature
whatsoever  which  may  be  sustained or  suffered  by  any  such
Indemnified Party directly or indirectly, relating to or  arising
out   of,   a   breach  of  any  of  the  covenants,  agreements,
representations or warranties contained in this Agreement by such
Indemnifying  Party  or  in  any certificate  or  other  document
executed  and  delivered by such Indemnifying Party  pursuant  to
this  Agreement  or  at  the  closing  of  the  sale  transaction
contemplated by this Agreement.

          (b)        All  rights and remedies conferred  by  this
Agreement  to an Indemnified Party shall be cumulative and  shall
not interfere with or prevent the exercise of any other right  or
remedy which may be available to such Indemnified Party hereunder
or otherwise under law or in equity.  Any Indemnified Party shall
promptly notify the Indemnifying Party of any claim, demand, suit
or  proceeding  with  respect to which it  seeks  indemnification
(provided  that the failure to give such prompt notice shall  not
affect  the  obligation  of  the Indemnifying  Party  unless  the
failure  to give the notice materially and adversely affects  its
interest) and the Indemnifying Party shall at all times have  the
right to defend, settle or compromise such claim, demand, suit or
proceeding with counsel of its own choosing and in such manner as
it  may  deem  advisable; provided, however, that an Indemnifying
Party  may  not settle any such claim, demand, suit or proceeding
which  in any way would affect the rights, interest or reputation
of an Indemnified Party without the prior written consent of such
Indemnified  Party.   If the Indemnifying Party  shall  elect  to
control such defense, the Indemnified Party shall have the  right
to  engage separate counsel of its choice and participate in  the
defense,  negotiation or settlement of such action or  proceeding
but  shall  bear  the fees and expenses of such separate  counsel
retained by it and the Indemnified Party shall cooperate  in  the
defense of any such claim, demand, action or other proceeding  at
no  cost  or charge to the Indemnifying Party other than for  the
other  party's  reasonable out-of-pocket expenses for  performing
such  acts  as  the  Indemnifying Party shall  request.   If  the
Indemnifying  Party  shall fail to appoint counsel  on  a  timely
basis  and  undertake  such defense, the  Indemnified  Party  may
engage  its  own  counsel,  and the reasonable  charges  made  in
connection  therewith  shall be paid by the  Indemnifying  Party.
The  parties' rights, powers and remedies set forth herein  shall
be  in  addition to, and not in lieu of, any rights,  powers  and
remedies hereunder at law or in equity, by statute or otherwise.

     11.       Location of Transfer.

           The  parties  agree that the transfer of the  Interest
shall occur in California.

     12.       Revocation of Empowerment to Appear in Suits.

           The  parties  agree  that to the extent  that  TriStar
heretofore  empowered the Seller to bring, prosecute, defend  and
appear  in suits, actions and proceedings of any nature under  or
concerning all copyrights in the Films and all renewals of  these
copyrights,  or  concerning  any infringement  of  any  of  these
copyrights  or renewals, or interference with any of  the  rights
granted  under these copyrights or renewals, such empowerment  is
hereby revoked and terminated effective immediately.

     13.       Miscellaneous.

          (a)        This  Agreement  shall be  governed  by  and
construed  in accordance with the laws of the State of  New  York
applicable to agreements made and to be performed in that  State,
and  may  not  be amended, changed or terminated,  except  by  an
instrument in writing signed by each of the parties hereto.

          (b)       All communications under this Agreement shall
be  in  writing and shall be deemed to have been duly given  when
delivered  personally or sent by overnight courier or  mailed  by
certified or registered first class mail, postage prepaid, return
receipt requested, to the party to whom the same is directed  (or
to  such  other address as a party may have specified by  written
notice to the other party):


               If to the Seller, to it at:

               Delphi Film Associates V
               World Financial Center
               North Tower -27th Floor
               New York, New York  10281-1327
               Attention:  Kevin K. Albert


               with a copy to:

               Magera Management Corporation
               666 Third Avenue
               New York, New York  10017
               Attention:  Richard M. Mason



               If to TriStar, to it at:

               TriStar Pictures, Inc.
               c/o Sony Pictures Entertainment Inc.
               10202 West Washington Boulevard
               Culver City, CA  90232-3195
               Attention:  Ronald N. Jacobi
                      General Counsel


               with a copy to:

               TriStar Pictures, Inc.
               c/o Sony Pictures Entertainment Inc.
               10202 West Washington Boulevard
               Culver City, CA  90232-3195
               Attention:  Edgar H. Howells, Jr.
                 Chief Financial Officer

          (c)        This  Agreement  is being  entered  into  by
Seller in its individual capacity and, as to Section 3 hereof, as
a  joint venturer in the Joint Venture.  This Agreement is  being
entered into by TriStar in its individual capacity, as Purchaser,
and,  as  to  Section  2 hereof as a party  to  the  Distribution
Agreement and as a joint venturer in the Joint Venture, and as to
Section 3 hereof, as a joint venturer in the Joint Venture.  This
Agreement  is further entered into by Seller and TriStar,  as  to
Section  4  in  their  respective capacities  as  parties  to  or
beneficiaries of interests in the Subject Agreements.

          (d)       This Agreement together with the Exhibits and
Schedules  attached  hereto sets forth the entire  agreement  and
understanding  between the parties with respect  to  the  subject
matter   hereof   and   supersedes  all  prior   agreements   and
understandings  with  respect  to such  subject  matter  (whether
written or oral) all of which are merged herein.

          (e)       This Agreement may be entered into in one  or
more  counterparts, each of which together shall  constitute  one
agreement.

                              DELPHI FILM ASSOCIATES V
                              By:  Delphi Management Associates,
                                   General Partner
                              By:  ML Film Entertainment Inc.
                                   Managing Partner


                                 By:    /s/   Steven   Baumgarten

                                   Name:Steven Baumgarten
                                   Title: Vice President

                              TRISTAR PICTURES, INC.


                               By:  /s/  Edgar  H.  Howells,  Jr.

                                   Name: Edgar H. Howells, Jr.
                                      Title:    Executive    Vice
President
                                            and CFO
<PAGE>                                                 SCHEDULE 1


                       SCHEDULE OF FILMS



Santa Clause: The Movie
Band Of The Hand
Short Circuit
Short Circuit 2
Labyrinth
Nothing In Common
About Last Night...
Night Of The Creeps
Peggy Sue Got Married
Let's Get Harry
No Mercy
Every Time We Say Goodbye
The Boss' Wife
Blind Date





















<PAGE>                                                 SCHEDULE 2


                      FUNDING INSTRUCTIONS


Amounts  payable  to  Delphi  Film Associates  V  (the  "Seller")
pursuant to the Purchase and Sale Agreement dated as of March 12,
1998  between the Seller and TriStar Pictures, Inc. shall be paid
to the account of the Seller, as follows:


     Delphi Film Associates V
     Bankers Trust
     ABA #:  021001033
     Receipts Account #: 50191570

<PAGE>                                                 SCHEDULE 3

             SCHEDULE OF INDEMNIFICATION PROVISIONS

     Joint  Venture Agreement dated August 15, 1985 between  Tri-
     Star  Pictures,  Inc. (as successor in interest  to  TriStar
     Pictures,  a  joint  venture) ("TriStar")  and  Delphi  Film
     Associates V ("Delphi V") (Sections 24 and 27).

     Distribution Agreement dated August 15, 1985 between TriStar
     and  Tri-Star-Delphi  V  Productions  ("Tri-Star-Delphi  V")
     (Section XXI).

     Product  Origination Agreement dated August 15, 1985 between
     TriStar and Tri-Star-Delphi V (Article 8).

     Production  Services Agreement dated as of October  7,  1985
     among  TriStar,  Tri-Star-Delphi IV  Productions  (Tri-Star-
     Delphi IV") and Tri-Star-Delphi V (Sections 11 and 13)  with
     respect  to  "About  Last  Night",  also  known  as  "Sexual
     Perversity in Chicago".

     Production Services Agreement dated as of September 16, 1985
     among  TriStar,  Tri-Star-Delphi IV  and  Tri-Star-Delphi  V
     (Sections 11 and 13) with respect to "Band of the Hand".

     Production  Services Agreement dated as of  April  28,  1986
     among  TriStar  and  Tri-Star-Delphi  V  (Section  10)  with
     respect to "Blind Date".

     Production Services Agreement dated as of February  3,  1986
     among  TriStar and Tri-Star-Delphi V (Sections  10  and  12)
     with respect to "Every Time We Say Goodbye".

     Production Services Agreement dated as of September 30, 1985
     among  TriStar,  Tri-Star-Delphi IV  and  Tri-Star-Delphi  V
     (Sections 11 and 13) with respect to "Let's Get Harry".

     Production  Services Agreement dated as of August  21,  1985
     among  TriStar,  Tri-Star-Delphi IV  and  Tri-Star-Delphi  V
     (Sections 11 and 13) with respect to "Night of the Creeps".

     Production Services Agreement dated as of December 24,  1985
     between  TriStar,  Tri-Star-Delphi IV and  TriStar-Delphi  V
     (Sections 11 and 13) with respect to "No Mercy".

     Production  Services Agreement dated as of August  26,  1985
     among  TriStar,  Tri-Star-Delphi IV  and  Tri-Star-Delphi  V
     (Sections 11 and 13) with respect to "Nothing in Common".

     Production  Services Agreement dated as  of  April  7,  1986
     between  TriStar and Tri-Star-Delphi V (Sections 10 and  12)
     with respect to "The Boss' Wife".

     Supplemental  Agreement dated June 25, 1986 between  TriStar
     and   Tri-Star-Delphi  V  (Section  4)   with   respect   to
     "Labyrinth".

     Supplemental Agreement dated as of November 26, 1985 between
     TriStar  and Tri-Star-Delphi V (Section 4) with  respect  to
     "Santa Clause: The Movie".

<PAGE>                                                  EXHIBIT A


              ASSIGNMENT OF JOINT VENTURE INTEREST

      KNOW  THAT Delphi Film Associates V ("Assignor"), for  good
and  valuable consideration received from TriStar Pictures,  Inc.
("Assignee"), hereby assigns to Assignee all of its right,  title
and  interest in Tri-Star-Delphi V Productions (a New York  joint
venture)  (the  "Joint Venture") from and after the  date  hereof
(the "Interest").

      TO  HAVE  AND  TO HOLD the same unto Assignee  and  to  the
successors and assigns of Assignee forever.

      By  accepting this Assignment, Assignee hereby assumes  all
obligations  associated with the Interest, whether arising  prior
to, on, or after the date hereof (other than obligations incurred
by  Assignor on behalf of the Joint Venture outside of the  scope
of Assignor's authority).

     IN WITNESS WHEREOF, Assignor has executed this Assignment as
of the 12th day of March, 1998.

                              DELPHI FILM ASSOCIATES V

                              By:  Delphi Management Associates,
                                   General Partner
                              By:  ML Film Entertainment Inc.,
                                   Managing Partner


                              By:/s/ Steven Baumgarten
                                   Name: Steven Baumgarten
                                   Title:    Vice President

Accepted as of the date
first above written

TRISTAR PICTURES, INC.


By: /s/ Edgar H. Howells, Jr.
     Name: Edgar H. Howells, Jr.
     Title:    Executive Vice President and CFO

<PAGE>                                                  EXHIBIT B
                          BILL OF SALE


       For  and in consideration of the sum of One Dollar ($1.00)
and  other  good  and valuable consideration paid  simultaneously
herewith  by  TRISTAR  PICTURES,  INC.,  a  Delaware  corporation
("TriStar"),  to TRI-STAR-DELPHI V PRODUCTIONS (the "Seller"),  a
joint  venture organized under New York law between  TriStar  and
Delphi  Film Associates V ("Delphi"), receipt of which the Seller
hereby acknowledges, the Seller hereby sells, assigns, transfers,
delivers  and  sets  over to TriStar all of the  Seller's  right,
title and interest in and to the feature-length theatrical motion
pictures  set forth on Schedule 1 attached hereto (the  "Films"),
including,  without limitation: (i) all common law and  statutory
copyrights  the  Seller  owns  therein  (and  all  renewals   and
extensions  thereof)  throughout the  world,  (ii)  all  preprint
materials and copies thereof, (iii) such rights in the music  and
literary  property rights relating to the Films and/or  on  which
Films  are  based, including without limitation,  rights  in  the
screenplay  and  the  underlying literary  rights  on  which  the
screenplay  was based, as may have been necessary to  permit  the
exploitation of the Films in all media for which the  Seller  has
rights,  to  the full extent of those rights, (iv) the  right  to
cause  the  Films  to  be  exhibited, distributed,  marketed  and
exploited in all media in all territories in which the Seller has
rights,  to the full extent of those rights and (v) all  positive
and negative film of the Films, wherever located.

     Without limiting the generality of the foregoing, the rights
sold, assigned, transferred and delivered to TriStar include  the
following  rights  in and to the Films to the extent  the  Seller
owns or controls such rights:

     (f)        To secure copyright registration in the Films  in
TriStar's  own  name anywhere in the world to the extent  of  the
interest  herein  conveyed,  and  to  secure  any  renewals   and
extensions thereof wherever and whenever permitted;

     (g)        To produce, issue and make negatives and positive
prints of the Films and trailers thereof;

     (h)        To  use the titles of the Films and the right  to
change such titles;

     (i)         To   distribute,  exhibit,  transmit,   project,
perform,   reissue,  subdistribute,  sublicense,   lease,   rent,
exploit,  turn to account, dispose of and generally deal  in  and
with  the  Films,  and trailers thereof, and excerpts  and  clips
therefrom, in any and all languages (including dubbed, titled and
narrated  versions) in all sizes and gauges  of  film  and  other
materials  and  for  any and all purposes  and  uses,  including,
without limitation, theatrical purposes of any and all kinds, non-
theatrical purposes of all kinds, and television in all forms, by
every  means, method, process, medium or device now or  hereafter
known,  invented, contemplated or devised, subject,  however,  to
the  limitations imposed by any applicable contracts for the  use
of literary, dramatic or musical material;

     (j)       To publish, or cause or permit to be published, in
any languages and forms, synopses, summaries, resumes and stories
of  and  excerpts  from the Films and any literary,  dramatic  or
musical  material included in the Films or upon which  the  Films
are  based, in newspapers, magazines, trade periodicals, heralds,
programs, booklets, posters, lobby displays, press books and  any
other  periodicals  and  in all other media  of  advertising  and
publicity   whatsoever,  subject,  however,  to  the  limitations
imposed by any applicable contracts and guild agreements for  the
use of literary, dramatic or musical material;

     (k)         To   broadcast  or  transmit  by  radio,   wire,
television or any other means or method, or license or  authorize
others to so broadcast or transmit, in any language, adaptations,
versions  or  sketches  of the Films, or any  parts  or  portions
thereof,  from audio or audiovisual works or with living persons,
or  otherwise; and in connection therewith, to use parts  of,  or
excerpts from, or the theme of any literary, dramatic or  musical
material  contained  in the Films or upon  which  the  Films  are
based,  and  to use in conjunction therewith any other  literary,
dramatic   or   musical  material,  subject,  however,   to   the
limitations  imposed  by  any  applicable  contracts  and   guild
agreements for the use of such materials;

     (l)        To use the name and reproductions of the physical
likeness  and voice of any party rendering services in connection
with the Films for the purposes of advertising or exploiting  the
Films,  including any product, commodity or service manufactured,
distributed  or  offered  by  any person,  firm  or  corporation,
subject,  however, to the limitations imposed by  any  applicable
contracts of employment and guild agreements;

     (m)        To  publish,  market and exploit  all  music  and
lyrics composed or written for the Films and synchronized with it
as  released, subject, however, to the limitations imposed by any
applicable  contracts and guild agreements for the  use  of  such
materials;

     (n)       To use, or license the use of, all or any part  of
the  sound  recordings, musical scores and individual parts  made
for  or  used  in  connection with the Films for the  purpose  of
producing  or  reproducing  phonograph,  tape,  wire   or   other
recordings  of  any  kind,  whether in  albums,  single  records,
cartridges,  cassettes, tapes or otherwise, and  whether  or  not
designated  for sale to the public, for electrical  transcription
for  advertising  purposes  or for any  other  purpose,  subject,
however,  to the limitations imposed by any applicable  contracts
and guild agreements for the use of such material;

     (o)        To use, exercise, employ, exploit and merchandise
all of the characters, situations, objects, properties, wardrobe,
designs, equipment and events depicted, described or portrayed in
the Films, the actors appearing therein and the logos and artwork
therefrom,  subject, however, to the limitations imposed  by  any
applicable  contracts for the use thereof and  guild  agreements;
and

     (p)         To   publish   and   distribute   novelizations,
photonovels  and  photocomic  books  of  the  Films  and  printed
versions of the literary material on which the Films are based in
book  form  and  in magazines, newspapers and other  periodicals,
whether  in installments or otherwise, subject, however,  to  the
limitations  imposed  by  any  applicable  contracts  and   guild
agreements for the use of such material.

      This  Bill of Sale is being delivered pursuant to the terms
of  the  Purchase and Sale Agreement dated as of March 12,  1998,
between TriStar and Delphi.

      IN WITNESS WHEREOF, the Seller has caused this Bill of Sale
to  be  executed by its duly authorized officer as of  March  12,
1998.

                         TRI-STAR-DELPHI V PRODUCTIONS

                         By:  DELPHI FILM ASSOCIATES V,
                              a Joint Venturer

                              By: Delphi Management Associates,
                                  General Partner
                              By: ML Film Entertainment Inc.,
                                  Managing Partner


                              By:/s/ Steven Baumgarten
                                  Name: Steven Baumgarten
                                  Title:    Vice President


                              By: TRISTAR PICTURES, INC.,
                                   Joint Venturer

                               By:  /s/  Edgar  H.  Howells,  Jr.

                                  Name: Edgar H, Howells, Jr.

Title:ExecutiveVicePresidentandCFO
<PAGE>                                                  EXHIBIT C


                      COPYRIGHT ASSIGNMENT


      The  undersigned  hereby sells, assigns  and  transfers  to
TRISTAR   PICTURES,  INC.,  a  Delaware  corporation,   and   its
successors and assigns (the "Assignee"), all of its right,  title
and  interest  in  and  to  the  motion  pictures  set  forth  on
Schedule 1 attached hereto (collectively, the "Films"),  and  all
copyrights therein (including, without limitation, all copyrights
in the Films registered in the United States Copyright Office).

      The undersigned hereby irrevocably appoints the Assignee as
its   attorney-in-fact,  with  full  and  irrevocable  power  and
authority to do all acts and things, and to execute, acknowledge,
deliver, file, register and record all documents, in the name and
on  behalf of the undersigned, as Assignee may deem necessary  or
proper to accomplish the purpose of this Copyright Assignment.

     Dated this 12th day of March, 1998.


                         TRI-STAR-DELPHI V PRODUCTIONS

                         By:  DELPHI FILM ASSOCIATES V,
                              a Joint Venturer

                              By: Delphi Management Associates,
                                  General Partner
                              By: ML Film Entertainment Inc.,
                                  Managing Partner


                              By:/s/ Steven Baumgarten
                                  Name: Steven Baumgarten
                                  Title:    Vice President

                              By: TRISTAR PICTURES, INC.,
                                  a Joint Venturer

                                   By: /s/ Edgar H. Howells,  Jr.

                                  Name: Edgar H, Howells, Jr.
                                              Title:ExecutiveVice
Presidentand CFO

STATE OF NEW YORK        )
                         )
                         )ss.:
                         )
COUNTY OF NEW YORK  )


      On  this ____ day of March, 1998, before me personally came
_______________ to me personally known and who, being by me  duly
sworn,  did depose and say that he is the ___________ of ML  FILM
ENTERTAINMENT  INC., the managing partner of the general  partner
of  DELPHI FILM ASSOCIATES V, a joint venturer in TRI-STAR-DELPHI
V  PRODUCTIONS,  the  joint venture described  herein  and  which
executed  the foregoing instrument, and that he signed  his  name
thereto.



                                   Notary Public



STATE OF CALIFORNIA      )
                         )
                         )ss.:
                         )
COUNTY OF                )


      On  this ____ day of March, 1998, before me personally came
_______________ to me personally known and who, being by me  duly
sworn,  did  depose  and say that he is the  ________________  of
TRISTAR  PICTURES,  INC., a joint venturer in  TRI-STAR-DELPHI  V
PRODUCTIONS,  the  joint  venture  described  herein  and   which
executed  the foregoing instrument, and that he signed  his  name
thereto.



                                   Notary Public


















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