LORIMAR FILM PARTNERS L P, 10-K, 1996-03-29

LORIMAR FILM PARTNERS L P
10-K, 1996-03-29
MOTION PICTURE & VIDEO TAPE PRODUCTION

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FORM 10-K
Securities and Exchange Commission
Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to

Commission file number 0-14844

LORIMAR FILM PARTNERS L.P.
(Exact name of registrant as specified in its charter)

Delaware 95-3994360
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

4000 Warner Boulevard, Burbank, California 91522
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 818-954-6000

Securities registered pursuant to section 12(b) of the Act:
NONE

Securities registered pursuant to section 12(g) of the Act:
Depositary units of limited partnership interests
Title of Class

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ X ]

As of December 31, 1995, there were 33,754 depositary units of
limited partnership interests held by non-affiliates. The aggregate
market value of these units is not determinable because there is no
active trading market for the units.

Documents Incorporated By Reference
NONE

<PAGE>

PART 1

Item 1. Business.

General

Lorimar Film Partners L.P. (the "Partnership") is a Delaware limited
partnership organized on October 1, 1985 to engage in the production,
co-production, acquisition and exploitation of feature-length theatrical
motion pictures. In 1986, the Partnership received net offering
proceeds (gross offering proceeds minus certain expenses) of $28,970,000
from the Partnership's sale of 33,854 depositary units of limited
partnership interests ("Units") pursuant to a registered public offering.
These net proceeds were matched by contemporaneous capital contributions
to the Partnership by the Partnership's Managing General Partner, Lorimar
Motion Picture Management, Inc. The net offering proceeds and the
foregoing capital contributions of the Managing General Partner were
used by the Partnership, pursuant to the Partnership Agreement, to
acquire rights from an affiliate of the Managing General Partner in
and to four films entitled American Anthem, The Boy Who Could Fly,
The Morning After and Power (collectively, the "Partnership Films").
In 1986, the Managing General Partner contributed an additional
$2,675,000 to the capital of the Partnership, which capital
contribution was applied by the Partnership to finance its
acquisition of rights in and to The Morning After.

The Partnership's only current business activity is the continued
exploitation of the four Partnership Films pursuant to existing distribution
agreements. The Partnership Films have been released in the theatrical,
home video, pay television, free television and non-theatrical markets
both within and outside of the United States. The Morning After has
been shown on network television in the United States. Due to the lack
of interest by United States television networks, the Managing General
Partner does not anticipate that the remaining Partnership Films will
be broadcast on network television in the United States. The Managing
General Partner believes that the only remaining market for distribution
of the Partnership Films which will result in any material revenues to
the Partnership is continued domestic television syndication. Domestic
syndication rights to the Partnership Films were licensed to an affiliate
of the Managing General Partner which has entered into sublicense
agreements under which American Anthem and The Morning After commenced
exploitation in the domestic syndication market in 1990, The Boy Who
Could Fly commenced exploitation in the domestic syndication market
in 1991 and Power commenced exploitation in the domestic syndication
market in 1992.

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The Partnership Films have not performed well in the marketplace
and the Partnership has recorded writedowns in previous periods to
reflect each film's estimated net realizable value. The Unitholders
have been returned only 39% of their capital contributions to date
and due to the poor performance of the Partnership Films there is
no expectation of any additional distributions in the future to
the Unitholders.

In 1995, the Partnership continued to be relatively inactive
except for the various accounting and reporting functions necessary
in maintaining a continuing publicly held business and as required
pursuant to its Partnership Agreement. The Partnership is expected
to remain inactive as it does not have, and will not have, sufficient
funds to make any additional film investments. The Partnership has
no employees of its own, and its business was administered by the
staff of the General Partners but, because of the resignation of
the Co-General Partner, it will now be administered only by the
staff of the Managing General Partner (see Note 5. Subsequent Events
to Financial Statements).

As of December 31, 1995, the Partnership had two General
Partners, the Managing General Partner and the Co-General Partner;
however, the Co-General Partner, Prudential-Bache Properties, Inc.,
a wholly-owned subsidiary of Prudential Securities Group Inc., has
since withdrawn as a General Partner. On December 18, 1995, the
Co-General Partner gave notice to the Managing General Partner that,
pursuant to the Partnership Agreement, it was resigning and withdrawing
as Co-General Partner effective March 22, 1996. Under the Partnership
Agreement, upon the effectiveness of such withdrawal, the Co-General
Partner became a Special Limited Partner, and as such, now has all
the rights of a Limited Partner; provided that it will continue to have
the same interest in Net Income, Net Loss, credits and Distributions
as it had in its capacity as Co-General Partner, and its rights to
indemnification under the Partnership Agreement are to continue; it
is to have no responsibilities under the Partnership Agreement
although it will continue to be obligated to appoint an appraiser
in the event of the exercise by the Managing General Partner of the
MGP (See Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.) Option and will continue to
have the right to exercise the CGP Option; and it will no longer
receive any portion of the Management Fee. Upon such withdrawal,
the Management Fee was automatically reduced under the Partnership
Agreement from 3% of the aggregate Partnership Share of Gross
Receipts to 2% thereof.

Since June 16, 1992, Lorimar Motion Picture Management,
Inc., the Managing General Partner, has been a wholly-owned subsidiary
of Warner Communications Inc. ("WCI") as a result of the merger of
Lorimar Telepictures Corporation ("Lorimar") into WCI. On June 30,
1992, WCI contributed certain of Lorimar's former assets (excluding
the stock of the Managing General Partner) to Time Warner

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Entertainment Company, L.P., a limited partnership ("TWE"), of which
WCI is a general partner. All references to Lorimar for all periods
prior to June 26, 1992 are intended to refer to Lorimar, for the
period from June 26, 1992 through June 30, 1992 are intended to
refer to WCI, and for all periods after June 30, 1992 are intended
to refer to TWE. WCI is a wholly-owned subsidiary of Time Warner
Inc. ("Time Warner").

Film Distribution/Distribution Financing

Markets Pre-Sold

. Foreign Territory

Foreign distribution rights to the Partnership Films in all media
were licensed, pursuant to a distribution agreement (the "LDI Foreign
Distribution Agreement"), by the Partnership to Lorimar Distribution
International, Inc. ("LDI"), then a wholly-owned subsidiary of Lorimar,
for a term that was to expire on January 30, 1996 (see Note 5. Subsequent
Events to Financial Statements) provided that subdistribution arrangements
in certain foreign territories are in effect until January 30,
2011. As a result of various transactions, LDI's rights under the Foreign
Distribution Agreement are now held by TWE.

Under the Foreign Distribution Agreement, the Partnership is entitled
to 100% of all Gross Receipts (as defined in the Foreign Distribution
Agreement) derived with respect to each Partnership Film pursuant to
this agreement after deducting therefrom Distribution Fees (as defined
in the Foreign Distribution Agreement) and Distribution Costs (as
defined in the Foreign Distribution Agreement) with respect to
that Partnership Film and any minimum guaranteed payments thereunder
(discussed below) with respect to any Partnership Film. Distribution
Fees vary according to the media and level of Gross Receipts derived
by the distributor pursuant to this agreement and range from 10% to
20% of such receipts.

The Foreign Distribution Agreement also provides that the Partnership
is entitled to minimum guaranteed payments equal to 30% of the Partnership's
contribution to the Budget (as defined in said agreement) or the Cost of
Production (as defined in said agreement) of each Partnership Film,
whichever is less. The final minimum guaranteed payment with respect
to the foreign territory was paid to the Partnership in 1990. Minimum
guaranteed payments with respect to the foreign territory have
aggregated approximately $17,789,000. These minimum guaranteed
payments are recoupable by the distributor from the Partnership's
share of Gross Receipts from the distribution of all Partnership
Films under the Foreign Distribution Agreement.

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Due to the poor performance of the Partnership Films in the foreign
market, as of September 30, 1995, the minimum guaranteed payments paid
to the Partnership pursuant to the Foreign Distribution Agreement exceeded
the Partnership's share of Gross Receipts under that agreement by
approximately $4,888,000. As a result of the fact that future Gross
Receipts with respect to the foreign territory for periods ending on
or prior to January 30, 1996 (and thereafter in the case of certain
sublicensing arrangements entered into before January 30, 1996) are
to be applied to the payment of Distribution Costs and Distribution
Fees and retained by the distributor to recoup the approximately $4,888,000
shortfall before any further payments would be made to the Partnership,
it is not anticipated that any further payments will be made to the
Partnership under the Foreign Distribution Agreement for periods ending
on or prior to January 30, 1996 (and thereafter in the case of certain
sublicensing arrangements entered into before January 30, 1996). With
respect to foreign distribution subsequent to January 30, 1996, see
"Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources" and Note 5. Subsequent
Events to Financial Statements.

. Domestic Home Video

Distribution rights to the Partnership Films in the domestic home
video market were licensed, pursuant to a license agreement (the "Home
Video Agreement"), by the Partnership to a then Lorimar subsidiary,
Karl Lorimar Home Video, Inc. ("LHV"), for a term that was to expire
on January 30, 1996, subject to a sell-off period which was to expire
on July 30, 1996 (see Note 5. Subsequent Events to Financial Statements).
As a result of various transactions, LHV's rights under the Home Video
Agreement are now held by TWE.

Under the Home Video Agreement, the Partnership is entitled to a
Licensor's Royalty (as defined in the Home Video Agreement) with
respect to all videocassettes of the Partnership Films sold or rented
by the distributor pursuant to this agreement after deducting therefrom
any minimum guaranteed payments thereunder (discussed below) with
respect to videocassettes of any Partnership Film. The amount of
the Licensor's Royalty ranges between 20% and 25% of the wholesale
price of videocassettes of the Partnership Films sold by the distributor,
depending on the retail price of the videocassettes.

The Home Video Agreement also provides that the Partnership is entitled
to minimum guaranteed payments equal to 20% of the Partnership's
contribution to the Budget (as defined in said agreement) or the
Cost of Production (as defined in said agreement) of each Partnership
Film, whichever is less. The final minimum guaranteed payment with
respect to this market was paid to the Partnership in 1990. Minimum
guaranteed payments with respect to the domestic home video market
aggregated approximately

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$11,859,000. These minimum guaranteed payments are recoupable
by the distributor from the Licensor's Royalties otherwise
payable to the Partnership from the distribution
of all Partnership Films under the Home Video Agreement. With
respect to domestic video distribution subsequent to January 30,
1996, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."

Due to the poor performance of the Partnership Films in the
domestic home video market, as of December 31, 1995, the minimum
guaranteed payments paid to the Partnership pursuant to the Home
Video Agreement exceeded the Licensor's Royalties under
that agreement by approximately $6,749,000. As a result of the
fact that future Licensor's Royalties otherwise payable to the
Partnership under the Home Video Agreement for periods ending
on or prior to January 30, 1996 (and thereafter in certain
cases) are to be retained by the distributor to recoup the
approximate $6,749,000 shortfall before any further payments
would be made to the Partnership, it is not anticipated that
any further payments will be made to the Partnership under the Home
Video Agreement for periods ending on or prior to January 30,
1996 (and thereafter in certain cases). With respect to domestic
home video distribution subsequent to January 30, 1996, see
"Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources"
and Note 5. Subsequent Events to Financial Statements.

Markets Not Pre-Sold

Domestic distribution rights to the Partnership Films in most
media, other than theatrical and home video, were licensed, pursuant
to a distribution agreement (as amended, the "LDI Domestic Distribution
Agreement"), by the Partnership to LDI for a term that was to expire
on January 30, 1996, provided that subdistribution and other license
agreements regarding such domestic distribution rights are in effect
until June 26, 2001 (see Note 5. Subsequent Events to Financial
Statements). As a result of various transactions, LDI's rights
under the LDI Domestic Distribution Agreement are now held by TWE.
As compensation for its distribution activities under the LDI
Domestic Distribution Agreement, the distributor is entitled to
receive a distribution fee equal to 17-1/2% of all gross receipts
derived by it pursuant to the LDI Domestic Distribution Agreement
and to recoup its distribution expenses thereunder from the first
dollar of such gross receipts.

The Partnership Films, other than American Anthem, were distributed
theatrically and, with certain exceptions, non-theatrically,
domestically by Twentieth Century Fox Film Corporation ("Fox").
American Anthem was distributed theatrically and in certain other
media domestically by Columbia Pictures ("Columbia"). Pursuant to
its distribution agreements with Fox and

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Columbia, the Partnership paid all of the print and advertising
costs and certain other distribution expenses in connection with
the distribution of the Partnership Films by Fox and Columbia.
As contemplated by the Partnership Agreement, the funds to
pay for these costs were derived originally from bank
financing and from advances by LDI (the outstanding amount
of such bank financing and advances now being owed to TWE.)
(See "Distribution Financing.") With respect to domestic
distribution subsequent to January 30, 1996, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" and
Note 5. Subsequent Events to Financial Statements.

Distribution Financing

Under a Credit, Guaranty and Security Agreement dated as of
June 6, 1986 (the "Credit Agreement"), the Partnership obtained
a revolving credit facility in the amount of up to $30,000,000
from a group of banks to finance print and advertising costs
for the Partnership Films. The terms of the Credit Agreement
provide for the payment of interest quarterly at a rate equal
to 1 1/2% (2 1/2% in the case of default) over Chemical Bank's
prime rate plus commitment fees and agency fees. Lorimar made a
payment to the banks on July 31, 1987 of approximately $11,753,000,
which was the then outstanding balance of the principal and interest
plus fees under the Credit Agreement, and, pursuant to an agreement
dated November 1, 1988, in consideration of such payment and certain
indemnities by Lorimar, the banks assigned to Lorimar all of their
interest in the Credit Agreement, the Partnership's notes made
thereunder (collectively, the "P&A Note"), the related agreements
and, with certain exceptions, the Collateral (as defined in the
Credit Agreement). Lorimar has not charged the Partnership any
commitment fees or agency fees and charges interest to the
Partnership on the P&A Note at Chemical Bank's prime rate.

The P&A Note and related accrued but unpaid interest became
due and payable on December 31, 1990. As of December 31, 1995,
the principal balance owed with respect to the P&A Note was
approximately $4,985,000, and the related accrued but unpaid
interest was approximately $926,000. As of December 31, 1995,
Lorimar had not made demand for payment in full for amounts due
with respect to the P&A Note; however, Lorimar had the right to
make such a demand at any time. As of December 31, 1995,
the Partnership did not have sufficient liquid assets to pay
the principal of the P&A Note and interest thereon in full.
(See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Note 5. Subsequent Events to
Financial Statements).

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As of December 31, 1995, the outstanding balance of the P&A Advances
owed to Lorimar was approximately $7,328,000 and related accrued but
unpaid interest, computed at Chemical Bank's prime rate, was
approximately $3,634,000. Lorimar has the right to declare the
P&A Advances, and related interest, to be immediately due and
payable. As of December 31, 1995, Lorimar had not made demand
for payment of such amounts; however, Lorimar had the right to
make such a demand at any time. The Partnership does not have
sufficient liquid assets to pay the principal of the P&A Advances
and interest thereon in full. (See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
Note 5. Subsequent Events to Financial Statements).

There is neither currently nor is it anticipated that at any
time during the remaining term of the Partnership, the Partnership
will have sufficient assets to pay all of its obligations with
respect to both the P&A Note and the P&A Advances. (See
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Note 5. Subsequent Events to
Financial Statements).

Power Guarantee

With respect to Power, pursuant to the LDI Domestic Distribution
Agreement, an affiliate of the Managing General Partner had agreed
to pay to the Partnership, on or before January 30, 1996, an amount
generally equal to the amount by which as of January 30, 1996 (i)
the sum of the Partnership's Acquisition Cost (as defined in said
agreement) and the Partnership's share of the Distribution Expenses
(as defined in said agreement) incurred in connection with the film
exceeds (ii) the Partnership's Gross Receipts (as defined in said
agreement) from the film (the "Power Guarantee"). For this purpose,
Gross Receipts consists of all sums actually received with respect
to Power by the Partnership pursuant to all applicable
distribution agreements. Any payments received by the Partnership
with respect to the Power Guarantee were to be Partnership revenues
to be used for Partnership purposes in accordance with the
Partnership Agreement. Accordingly, all amounts received under
the Power Guarantee were to be used to satisfy obligations of
the Partnership including those due to affiliates of the Managing
General Partner. (See Note 5. Subsequent Events to Financial
Statements).

Competition

Motion picture production and distribution is highly competitive. Not
only are there numerous producers and distributors of motion pictures
in the United States and throughout the world, but there is competition
with other media such as television and home video. As previously
discussed, the Partnership Films are being distributed in the
domestic syndication market through January 30, 1996 (see Note 5.
Subsequent Events to

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Financial Statements) by Warner Bros., a division of TWE, on behalf
of Lorimar. Although the distribution arrangements entered into
with affiliates of the Managing General Partner terminate subsequent
to January 30, 1996, such agreements do not prohibit the Partnership
Films from being re-released in the syndication markets in competition
with other films and television programs produced or acquired by
affiliates of the Managing General Partner and others; in fact,
this may occur.

Item 2. Properties.

The Partnership does not own or lease any property. The Partnership's
principal place of business and administrative office is at 4000
Warner Boulevard, Bldg. 2, Room 109, Burbank, California 91522.

Item 3. Legal Proceedings.

A purported class action lawsuit on behalf of a class of all
persons who are or have been holders of limited partnership interests
was filed on May 22, 1991 in the Superior Court of California for Los
Angeles County. Named as defendants were Lorimar Motion Picture
Management, Inc.; Lorimar Telepictures Corporation; Prudential
Securities Incorporated; and Prudential-Bache Properties, Inc.
(Tillman, et al. v. Lorimar Motion Picture Management, Inc.,
et al., Case No. BC 028964, L.A. Co. Sup. Ct.). The original
complaint charged defendants with fraud, negligence, and breach
of fiduciary duty in connection with the offering of the Units
and breach of fiduciary duty in connection with the operation of
the Partnership. The plaintiffs sought compensatory and punitive
damages in an unspecified amount and an accounting. The General
Partners had advised the Partnership that they intended to defend
the case vigorously. Certain of the charges made in the complaint were
similar to charges made in litigation entitled Galloway v. Lorimar
Motion Picture Management, Inc., et al., filed in the courts of
the State of Ohio. Certain of those charges were dismissed on
the merits and the dismissal was affirmed on appeal.

A demurrer seeking dismissal of the complaint was filed by
the defendants in 1991 and, on May 3, 1994, the Tillman court sustained
this demurrer. The court ruled that the complaint was insufficient
as a matter of law with respect to all claims arising from the public
offering of the Units in 1985 and 1986. The court did not permit
amendment of those claims. The court also sustained the demurrer
challenging the sufficiency of plaintiffs' claims that the General
Partners breached certain fiduciary duties under the Partnership
Agreement in connection with their operation of the Partnership,
but granted plaintiffs' counsel an opportunity to amend those claims
to attempt to state a cause of action. An amended complaint for breach of
fiduciary duty was filed on June 2, 1994, naming only the General
Partners as defendants. The General Partners filed a demurrer to
the amended complaint, together with

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a motion for summary adjudication that the specific conduct
challenged in the amended complaint was undertaken by the
General Partners in conformance with the terms and requirements
of the Partnership Agreement. A hearing on these matters
was held on August 3, 1994, and on November 1, 1994, the court
sustained the General Partners' demurrer on the basis that
the amended complaint failed to state a claim upon which relief
may be granted. The court gave plaintiffs leave to file an amended
complaint for breach of fiduciary duty and, for this reason,
defendants' motion for summary judgment was denied without prejudice.
On January 18, 1995, plaintiffs served their second amended complaint
on the defendants. The second amended complaint asserts claims for
alleged breaches of the Partnership Agreement and breaches
of fiduciary duty by defendants. Plaintiffs seek damages in an
unspecified amount but in excess of $500,000. On March 24, 1995,
defendants filed an answer to the second amended complaint,
denying the allegations therein and asserting several
affirmative defenses. Defendants filed a summary judgment
motion on April 18, 1995, and a hearing took place on May 24,
1995. On June 12, 1995, the court granted defendants' motion
for summary judgment insofar as it sought dismissal of all claims
made as a class action on behalf of Unitholders individually.
However, the court permitted the action to proceed as a derivative
action by plaintiffs on behalf of the Partnership. Pursuant to
the court's order, plaintiffs again amended their complaint to
seek on behalf of the Partnership recovery from the General
Partners of allegedly improperly high fees and interest paid
to certain banks which provided P&A Financing to the Partnership.
Plaintiffs allege that defendants breached their fiduciary
duties by permitting payment of such excess fees and interest
and, in the complaint, estimate the allegedly excess fees and
interest to exceed $500,000. Defendants continue to assert
that their actions were entirely proper under the law
and the terms of the Limited Partnership Agreement and that
the Partnership did not pay any excess or improper fees or
interest to the banks. The Partnership has been advised that
the General Partners intend to defend the action vigorously. In
December 1995, Prudential-Bache Properties, Inc. was dismissed
voluntarily by plaintiffs. Nevertheless, preliminary discussions
have been conducted between plaintiff and the Managing General
Partner regarding the possibility of presenting to the
court for its approval a settlement which would reflect the
size of the claim, the relative positions of the parties, and
the costs of continued litigation. The terms which have been
agreed upon in principle would involve a reduction of certain
of the debt owed by the Partnership to the Managing General
Partner and affiliates and payment, in part, of attorneys'
fees to plaintiffs' counsel by the Managing General Partner.
That agreement is subject to documentation and court approval.

Prudential Securities Incorporated ("PSI"), certain of its
present and former employees, the Managing General Partner and the
former Co-General Partner, among others, have been named defendants

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in a putative class action filed in U.S. District Court for the
Southern District of New York, entitled In re Prudential Securities
Incorporated Limited Partnerships Litigation (MDL 1005). Two
former officers and the parent company of the Managing General
Partner were also named as defendants, and the Managing General
Partner has undertaken their defense. (Hereinafter, these
additional defendants and the Managing General Partner are
sometimes referred to collectively as "the Lorimar Organization
Defendants.") The consolidated complaint, which was filed on June
8, 1994, consolidates complaints previously filed in actions in
several federal district courts around the country that were
transferred to the Southern District of New York by order of
the Judicial Panel on Multidistrict Litigation in April 1994. None
of the Lorimar Organization Defendants were named as defendants in
any of the transferred actions. The consolidated complaint alleges
violations of the federal Racketeer Influenced and Corrupt Organizations
Act ("RICO Act"), fraud, negligent misrepresentation, breach of
fiduciary duties, breach of third-party beneficiary contracts, breach
of implied covenants and violations of New Jersey statutes in connection
with the marketing and sales of limited partnership interests. Plaintiffs
request relief in the nature of: rescission of the purchase of
securities, and recovery of all consideration and expenses in connection
therewith, as well as compensation for lost use of money invested, less cash
distributions; compensatory damages; consequential damages; treble damages
for defendants' alleged RICO violations (both federal and New Jersey);
general damages for all alleged injuries resulting from negligence,
fraud, breaches of contract, and breaches of duty in an amount to be
determined at trial; disgorgement and restitution of all earnings,
profits, benefits and compensation received by defendants as a result
of their allegedly unlawful acts; costs and disbursements of the action;
reasonable attorneys' fees; and such other and further relief as the
court deems just and proper. The Partnership is listed in the consolidated
complaint as being among the limited partnerships at issue in the case.
On September 29, 1994, plaintiffs filed a motion to deem each of the
constituent complaints (in which the Lorimar Organization Defendants
were not named) amended to conform to the consolidated complaint. The
Managing General Partner opposed the motion. A hearing was
held on November 21, 1994 and on November 28, 1994, the court granted
plaintiffs' motion. As a result, the Lorimar Organization Defendants
are deemed to be defendants in each of the constituent actions, as well
as in the consolidated action. On October 31, 1994, the Managing
General Partner filed a motion to dismiss the consolidated complaint
(and each of the constituent actions) with respect to the Lorimar
Organization Defendants. The hearing on the motion, originally expected
in January 1995, was postponed indefinitely by the court, and the
parties are awaiting a new hearing date. On December 20, 1994, PSI,
along with various other defendants, moved to dismiss the entire
consolidated complaint.

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By order dated August 29, 1995, the court granted plaintiffs' motion
for temporary class certification, preliminarily approved a settlement
entered into between plaintiffs, the former Co-General Partner and PSI,
scheduled a fairness hearing for November 17, 1995, approved the form
and content of the notice to class members and directed that it be
provided to class members. The settlement was approved by the court
at the fairness hearing. The full amount due under the settlement
agreement has been paid by PSI.

Subsequent to the announcement of the Prudential settlement, the
Lorimar defendants held settlement negotiations with counsel for the
class. Counsel for the class and the Lorimar defendants have agreed
in principle to the settlement of all class claims against the Lorimar
defendants in exchange for payment by the Lorimar defendants of
$400,000, the allocation of which will be provided in the settlement
documents. That agreement in principle is subject to agreement on
appropriate documentation and to court approval. Upon submission
of the agreed upon documentation to the Court, it is expected that
the Court would schedule a hearing for approval and direct notice to
be given to the class regarding the terms of the settlement
and their procedural rights. In connection with, and as a condition
to, the proposed settlement between the plaintiffs and the Lorimar
defendants, the Managing General Partner will require an agreement
between it and the former Co-General Partner regarding certain
outstanding matters, including mutual releases, involving them
and their affiliates.

The Partnership is not aware of any legal proceedings that
name the Partnership as a defendant. Neither the Tillman nor the
MDL litigation described above name the Partnership as a defendant.
The Partnership Agreement provides for indemnification of the General
Partners and their affiliates under certain circumstances. The
indemnification excludes damages assessed against a General Partner
for violation of securities laws, the RICO Act or fraud.

Item 4. Submission of Matters to a Vote of Security Holders.

None

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PART II

Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.

There is no established public trading market for the Units or for
the limited partnership interests into which the Units are convertible.

Holders of Units have the right to convert their Units into limited
partnership interests. As of December 31, 1995, no Units had been
so converted.

As of March 1, 1996, there were 6,898 holders of Units, holding
an aggregate of 33,854 Units.

The Partnership has made cash distributions to Unitholders from
minimum guarantee receipts less management fees and general and
administrative expenses as follows:
<TABLE>
<CAPTION>
Amount Percentage of
Per Original
Amount Unit Investment
<S> <C> <C> <C>
September 12, 1986 $ 1,520,045 $ 44.90 4.490%
December 19, 1986 1,223,484 36.14 3.614
March 26, 1987 517,458 15.29 1.529
August 7, 1987 1,210,775 35.76 3.576
November 3, 1987 702,426 20.75 2.075
May 9, 1989 1,491,496 44.06 4.406
July 11, 1989 775,693 22.91 2.291
October 13, 1989 1,877,046 55.45 5.545
January 23, 1990 1,033,565 30.53 3.053
March 20, 1990 1,970,689 58.21 5.821
June 13, 1990 723,587 21.37 2.137
----------- ------- ------
Total $13,046,264 $385.37 38.537%
</TABLE>

No distributions have been made since June 13, 1990. All mandatory
distributions relating to minimum guarantees have been made and there
will be no further mandatory distributions. (See "Management's Discussion
and Analysis of Financial Condition and Results of Operation.")

Under certain circumstances, provisions of the Revised Uniform Limited
Partnership Act of the State of Delaware prohibit Delaware limited
partnerships, such as the Partnership, from making distributions to
its partners.

13
<PAGE>
<PAGE>
Item 6. Selected Financial Data.

<TABLE>
<CAPTION>
Twelve Months Twelve Months Twelve Months Twelve Months Twelve Months
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Film Revenues $ 65,154 $ 186,549 $ 120,230 $ 555,392 $ 765,147

Net Loss $(1,607,482) $ (1,219,446) $ (1,053,759) $ (991,247) $ (1,214,986)

Net Loss per
Limited Partner Unit $ (23.74) $ (18.01) $ (15.56) $ (14.63) $ (18.00)

Total Assets $11,685,625 $ 11,921,438 $ 12,200,112 $ 12,566,944 $ 13,175,684

Total
Liabilities $17,692,933 $ 16,321,264 $ 15,380,492 $ 14,693,565 $ 14,311,058
</TABLE>

14
<PAGE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.

Liquidity and Capital Resources

The Partnership's ability to continue to operate at the present time
is due exclusively to Lorimar's forbearance with respect to the
Partnership's obligations which are currently due and owing to Lorimar
and its affiliates principally, as of the date hereof, under the P&A
Advances. (See Item 1. "Business-Distribution Financing".) The
Partnership has no assurance that Lorimar will not make demand at
any time with respect to the P&A Advances. The Partnership has
neither sufficient liquid assets nor total assets to pay its current
liabilities. As of December 31, 1995, the Partnership's current assets
were $1,188,809 and its total assets were $11,685,625, while the
Partnership's liabilities (all of which were current) were
$17,692,933, of which $17,374,018 constituted the amounts owed with
respect to the P&A Note and the P&A Advances and other sums to Lorimar
and its affiliates. However, on January 30, 1996, in full satisfaction
of the Power Guarantee, the Power Guarantee was offset against the full
amount of principal and interest owed with respect to the P&A Note plus
the interest and a portion of the principal due with respect to the P&A
Advances, resulting in a remaining principal balance of the P&A
Advances, as of that date, of $7,151,604 (see Note 5. Subsequent Events
to Financial Statements). In the event Lorimar demands payment of the
balance of the P&A Advances and the Partnership does not satisfy payment
thereof in full, Lorimar will have all of its rights under applicable
agreements and law, including the right ultimately to proceed against
the Partnership's assets (see Note 5. Subsequent Events to Financial
Statements). In recognition of the Partnership's financial condition,
the independent auditors report issued in connection with the
Partnership's financial statements for the year ended December
31, 1995 contains an explanatory paragraph regarding the substantial
doubt of the ability of the Partnership to continue as a going concern.

Even if Lorimar continues to forebear on the principal of the
P&A Advances and merely requires current satisfaction of interest,
the Managing General Partner believes that the Partnership will
continue to incur net operating losses on an annual basis through
1996. These losses are anticipated to result from the fact that
the only significant source of Partnership revenue which is anticipated
during this period is domestic syndication revenue under existing
distribution agreements (which is estimated to aggregate approximately
$60,000 through June 26, 1996 (see description of MGP Option below),
before deducting fees and expenses), and it is anticipated that this
revenue will be less than the Partnership's aggregate annual interest
expense (net of interest income) with respect to the P&A Advances
during this

15
<PAGE>
<PAGE>
period. Further, the general and administrative expenses of the
Partnership will continue to increase net losses in the future.

In January 1996, the Partnership's distribution agreements which
are currently in effect expired. Therefore, subject
to the subdistribution, other license and sell-off rights under
those agreements (see Item 1. "Business-Film Distribution/
Distribution Financing"), upon the expiration of those distribution
agreements, the Partnership would have no agreements in effect in
order to exploit the Partnership Films (see Note 5. Subsequent Events
to Financial Statements). Accordingly, receipt of any future distribution
or licensing revenue will depend upon the ability of the Managing
General Partner, on behalf of the Partnership, to enter into new
distribution or licensing agreements with respect to the Partnership
Films. Moreover, any revenue received under the existing foreign
and home video distribution agreements would be subject to recoupment
of the minimum guarantees under the Foreign Distribution Agreement
and the Home Video Agreement. The Managing General Partner believes
that the Partnership will be unable to enter into distribution or
license agreements with respect to the Partnership Films in any
media other than worldwide television syndication, to the extent
not already licensed. Based on the above analysis by the Managing
General Partner, the Managing General Partner does not believe
that any such distribution arrangements, after recoupment of
fees and expenses, would provide income to the Partnership
sufficient to satisfy all of the Partnership's obligations.

The Managing General Partner believes that the fair market
value of the Partnership's assets will be less than the amount
of the Partnership's current liabilities throughout the remaining
term of the Partnership. Accordingly, the Managing General
Partner believes that the Partnership will be unable to fully
satisfy the P&A Advances and that the Partnership will be unable
to make any further distributions to the Unitholders.

As a result of the minimum guarantees, approximately 39% of
Unitholders' original capital contributions have been returned
through Partnership distributions. All mandatory distributions
relating to minimum guarantees have been made and there will
be no further distributions to the Unitholders.

Pursuant to the Partnership Agreement, at any time after June
26, 1996, the Managing General Partner has the right (the "MGP
Option") to purchase the Partnership Films and the Rights (as
defined in the Partnership Agreement) at their Appraised
Fair Market Value (as defined in and determined pursuant to
the Partnership Agreement). Based on the Managing General
Partner's judgments as to the inability of the Partnership
to derive further exploitation revenue from the Partnership Films, the
Managing General Partner believes that the purchase price under the MGP

16
<PAGE>
<PAGE>
Option would be insufficient to satisfy all of the Partnership's
liabilities.

In lieu of purchasing the Partnership Films and the Rights, as
part of the MGP Option, the Managing General Partner also has the
option from and after June 26, 1996 to purchase the Depositary Units
and Limited Partnership Interests for an amount equal to the amount
that the Unitholders and Limited Partners would be entitled to receive
if the Managing General Partner had exercised the MGP Option and
thereupon the Partnership was liquidated and dissolved.

Based on the above analysis of estimated future Partnership revenue,
in the event of the exercise of the MGP Option and upon the subsequent
liquidation and dissolution of the Partnership, there would be no
amounts payable to the Unitholders or the Limited Partners and no
amounts payable to them as the purchase price for their Units or
Limited Partnership Interests if the Managing General Partner elects
to purchase the same pursuant to the MGP Option. The Managing General
Partner has indicated to the Co-General Partner that it is its current
intention to exercise the MGP Option, but it has no obligation to do so.

Results of Operations

The results of operations are not necessarily comparable from year
to year since the Partnership's income is determined by exploitation
of its four films in the various media of the exploitation cycle (i.e.
theatrical, home video, pay television, non-theatrical, network
television, and domestic syndication).

The domestic theatrical release dates for Power, American Anthem,
The Boy Who Could Fly and The Morning After were January 1986, June
1986, September 1986, and December 1986, respectively. The Partnership
has recorded the majority of the revenue which it expects to recognize
over the life of its films. During the years ended December 31, 1995,
1994 and 1993 revenues (net of distribution fees and costs) were
recorded from the following media (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Domestic syndication $ 54 $ 119 $ 107
Other 11 68 13
Total $ 65 $ 187 $ 120
</TABLE>

Of the revenues (net of distribution fees and costs) recorded during
the year ended December 31, 1995 the entire amount was used to reduce
the amount due to Lorimar related to the P&A Note and the P&A Advances
and to an affiliate of the Managing General Partner for residual costs.

17
<PAGE>

Pursuant to the LDI Domestic Distribution Agreement, the distributor
for the domestic syndication market, which is an affiliate of the Managing
General Partner, has entered into sublicense agreements pursuant to which
American Anthem and The Morning After commenced exploitation in this
market in 1990, The Boy Who Could Fly did so in 1991 and Power did so
in 1992. Any Partnership revenues from the domestic syndication market
has been and will continue to be applied first to reduce the
amounts contractually due Lorimar for the P&A Note and the P&A
Advances (see Note 5. Subsequent Events to Financial Statements).

Interest expense accruing at any time is based on the then
outstanding balance of the P&A Note and the P&A Advances. Although
there have been no new borrowings since March 1988, accrued but
unpaid interest has been added to the outstanding balance
(see Note 5. Subsequent Events to Financial Statements).

Expenses related to maintaining the Partnership will continue
until termination of the Partnership. If the Partnership cash were
applied in full to the obligations due to Lorimar and its affiliates,
there would be insufficient cash to fund ongoing Partnership expenses.

18
<PAGE>

<PAGE>
Item 8. Financial Statements and Supplementary Data.

LORIMAR FILM PARTNERS L.P.
INDEX TO FINANCIAL STATEMENTS

PAGE NO.

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 20
BALANCE SHEETS - DECEMBER 31, 1995 AND DECEMBER 31, 1994 21

STATEMENTS OF OPERATIONS -
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 22

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) -
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 23

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 24

NOTES TO FINANCIAL STATEMENTS 25 - 35

Schedules are omitted as such are not required.

19
<PAGE>

Report of Independent Auditors

The Partners
Lorimar Film Partners L.P.

We have audited the accompanying balance sheets of Lorimar Film
Partners L.P., a Delaware limited partnership, as of December 31, 1995
and 1994, and the related statements of operations, partners' capital
(deficit), and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lorimar Film Partners
L.P. at December 31, 1995 and 1994, and the results of its operations
and its cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting
principles.

As discussed in Note 3 to the financial statements, the Partnership's
assets are insufficient to satisfy payment of its liabilities, raising
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Ernst & Young LLP
Ernst & Young LLP

Los Angeles, California
March 4, 1996

20
<PAGE>

LORIMAR FILM PARTNERS L.P.
BALANCE SHEETS
DECEMBER 31, 1995 AND DECEMBER 31, 1994

<TABLE>
<CAPTION>
December 31, December 31,
ASSETS: 1995 1994
<S> <C> <C>
Current Assets:

Cash and cash equivalents $ 1,188,809 $ 1,366,210

Total current assets 1,188,809 1,366,210

Film costs, net 10,496,816 10,555,228

Total Assets $11,685,625 $11,921,438

LIABILITIES AND PARTNERS' CAPITAL:

Current Liabilities:

Amounts due Managing General Partner
and affiliates $17,374,018 $15,993,325
Amounts due Co-General Partner 249,315 254,056
Accrued expenses 69,600 73,883

Total current liabilities 17,692,933 16,321,264

Total Liabilities 17,692,933 16,321,264

Commitments & Contingencies

Partners' Capital (Deficit):

Limited Partners (5,739,702) (4,936,006)
Managing General Partner 7,383 811,169
Co-General Partner (274,989) (274,989)

Total Partners' Capital (Deficit) (6,007,308) (4,399,826)

Total Liabilities and
Partners' Capital (Deficit) $11,685,625 $11,921,438
</TABLE>

See accompanying notes to Financial Statements.

21
<PAGE>

LORIMAR FILM PARTNERS L.P.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Revenues:

Film revenues $ 65,154 $ 186,549 $ 120,230
Interest income 70,275 55,560 47,786
Total revenues 135,429 242,109 168,016

Expenses:

Amortization of film costs and
other direct costs 59,594 146,781 95,717
Interest expense 1,443,362 1,085,309 863,024
General and administrative 238,000 223,867 259,427
Management fees 1,955 5,598 3,607

Total expenses 1,742,911 1,461,555 1,221,775

Net loss $(1,607,482) $(1,219,446) $(1,053,759)

Allocation of Net Loss:

Limited Partners $ (803,696) $ (609,827) $ (526,784)

General Partners $ (803,786) $ (609,619) $ (526,975)

Net loss per
unit of limited partnership
interest $ (23.74) $ (18.01) $ (15.56)
</TABLE>

See accompanying notes to Financial Statements.

22
<PAGE>

LORIMAR FILM PARTNERS L.P.
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
LIMITED MANAGING
PARTNERS LIMITED GENERAL CO-GENERAL
UNITS PARTNERS PARTNER PARTNER TOTAL
<S> <C> <C> <C> <C> <C>
Partners' capital (deficit)
December 31, 1992 33,854 $(3,799,395) $1,947,763 $(274,989) $(2,126,621)

Net Loss (526,784) (526,975) 0 (1,053,759)

Partners' capital (deficit)
December 31, 1993 33,854 (4,326,179) 1,420,788 (274,989) (3,180,380)

Net loss (609,827) (609,619) 0 (1,219,446)

Partners' capital (deficit)
December 31, 1994 33,854 (4,936,006) 811,169 (274,989) (4,399,826)

Net loss (803,696) (803,786) 0 (1,607,482)

Partners' capital (deficit)
December 31, 1995 33,854 $(5,739,702) $ 7,383 $(274,989) $(6,007,308)
</TABLE>

See accompanying notes to Financial Statements.

23
<PAGE>

LORIMAR FILM PARTNERS L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:

Net loss $ (1,607,482) $(1,219,446) $(1,053,759)

Adjustments to reconcile net loss
to cash provided by operations:
Amortization of film costs 58,412 143,983 88,062
Changes in balance sheet accounts:
Amounts due Managing General Partner
and affiliates 1,445,847 1,091,838 873,084
Accrued expenses ( 4,283) 19,160 (64,932)
Amounts due to Co-General Partner ( 4,741) 16,323 (995)

Net cash (used in) provided by operations (112,247) 51,858 (158,540)

Cash flows used in financing activities:

Repayments of borrowings from Managing
General Partner and affiliates (65,154) (186,549) (120,230)

Decrease in cash (177,401) (134,691) (278,770)

Cash and cash equivalents at beginning of
year 1,366,210 1,500,901 1,779,671

Cash and cash equivalents at end of year $ 1,188,809 $ 1,366,210 $ 1,500,901
</TABLE>

See accompanying notes to Financial Statements.

24
<PAGE>

LORIMAR FILM PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS
Note 1. Organization:

Lorimar Film Partners L.P., a Delaware limited partnership ("the
Partnership"), was organized in October 1985. The Partnership is
engaged in the exploitation of four full-length theatrical motion
pictures. Since June 16, 1992, Lorimar Motion Picture Management,
Inc., the Managing General Partner, has been a wholly-owned subsidiary
of Warner Communications Inc. ("WCI") as a result of the merger of
Lorimar Telepictures Corporation ("Lorimar") into WCI. On June 30,
1992 WCI contributed certain of Lorimar's former assets (excluding
the stock of the Managing General Partner) to Time Warner Entertainment
Company, L.P., a limited partnership ("TWE"), of which WCI is a
general partner. All references in these notes to Lorimar for all
periods prior to June 26, 1992 are intended to refer to Lorimar,
for the period from June 26, 1992 through June 30, 1992 are intended
to refer to WCI, and for all periods after June 30, 1992 are intended
to refer to TWE. WCI is a wholly-owned subsidiary of Time Warner Inc.
Prudential-Bache Properties, Inc., a wholly-owned subsidiary of
Prudential Securities Group Inc., is the Co-General Partner.
Prudential Securities Group Inc. has given notice of its withdrawal as
Co-General Partner and, effective as of March 22, 1996, it will
cease to be a General Partner and will become a Special Limited
Partner (see Note 5. Subsequent Events). Any references made
to Limited Partners within the financial statements means the
same as Unitholders.

Note 2. Summary of Significant Accounting Policies:

Revenues and Film Costs:

The Partnership acquired four motion pictures in 1986 for
initial exhibition in domestic theaters followed by distribution
in the domestic home video, pay cable, basic cable, broadcast network
and syndicated television markets, as well as applicable foreign
markets. Generally, distribution to the theatrical, home video and
pay cable markets was completed within eighteen months of initial
release. Substantially all of the revenues recorded during the three
year period ended December 31, 1995 resulted from syndicated television
license agreements, which are recognized as royalty statements are
received from the distributor.

Film costs, which included costs to acquire the films and
deferred prints and advertising costs, are stated at estimated
net realizable value determined on an individual film forecast
basis. The cost of each individual film is amortized based on the

25
<PAGE>
<PAGE>
roportion that current revenues from the film bear to an estimate
of total revenues anticipated from all markets. These estimates
are revised periodically and losses, if any, are provided in full.

Costs of the released films were allocated between current and
non-current assets based on the estimated future revenue from their
primary and secondary markets. The primary markets for feature films
are the theatrical, video and pay cable television markets; the
secondary markets are the network television, basic cable and domestic
and foreign syndication markets.

As of December 31, 1995, based upon the Partnership's estimate of
remaining ultimate revenue, including proceeds under the Power guarantee
(see Note 3), the remaining unamortized balance of film costs will be
amortized over the remaining terms of the distribution agreements.
As of December 31, 1995, the net carrying value of Power was $9,840,486,
which is to be recouped by the end of January 1996 principally from
the receipt of the Power guarantee (see Note 3).

Cash Equivalents:

The Partnership considers all highly liquid instruments purchased
with a maturity of three months or less to be cash equivalents.

Income Taxes:

No provision has been made for federal income taxes in the
accompanying financial statements since all income and losses will
be allocated to the partners for inclusion in their respective tax
returns.

The Partnership has reported for the years ended December 31, 1995,
1994 and 1993, net losses for federal income tax purposes (tax basis)
of $1,632,448, $1,235,500 and $1,045,479 respectively. Differences
between financial statement net losses and tax basis net losses are
generally due to the timing of revenues and distribution costs
recognition and the resulting differential in the related amortization
of motion picture costs and the recognition of management fees.

Unitholders' Capital:

At December 31, 1995 , the Unitholders had a deficit capital
account balance of $5,739,702. Under the Partnership Agreement
and the Delaware Revised Uniform Limited Partnership Act, the fact
that the Limited Partners have a deficit capital account
balance does not impose any liability upon the Unitholders.

26
<PAGE>
<PAGE>
Net loss per Depositary Unit of Limited Partnership Interest ("Unit"):

Net loss per Unit was computed by dividing the Limited Partners'
share of net loss by the weighted average number of Units outstanding
during the period. The weighted average number of Units was 33,854
for the years ended December 31, 1995, 1994 and 1993.

Note 3. Transactions with General Partners and Affiliates:

The Partnership purchased the rights to four motion picture films
by paying the budgeted production costs of each film. All Partnership
films have been completed. The Partnership has reimbursed the Managing
General Partner and its affiliates for the budgeted production costs
of these films. Partnership funds were insufficient to pay the full
budgeted cost of acquiring The Morning After; therefore, the
Limited Partners' interest in that film was reduced in proportion
to their contribution with the balance provided by an additional
capital contribution by the Managing General Partner to the
Partnership of approximately $2,675,000. The Limited and
Managing General Partners' investment shares in The Morning After are
42.66% and 57.34%, respectively. The Partnership's capital
contributions have been fully invested; reinvestment of operating
cash flows in additional films will not occur.

The Partnership Agreement provides for allocations of
net income and distributions of 49.5% to the Limited Partners and
50.5% to the General Partners, except with respect to The Morning
After. Generally, net loss is allocated 50% to the Limited
Partners and 50% to the Managing General Partner. In addition,
the Partnership is obligated to the General Partners for the
following:

a. A management fee equal to 3% of the Partnership's share of gross
receipts (see Note 5).

b. Mandatory distributions that are payable to the partners to
the extent minimum guarantees are received in excess of estimated
general and administrative expenses and management fees.

c. Reimbursement of other costs and expenses.

With respect to Power, pursuant to the LDI Domestic Distribution
Agreement, an affiliate of the Managing General Partner has agreed
to pay to the Partnership, on or before January 30, 1996, an amount
generally equal to the amount by which as of January 30, 1996 (i)
the sum of the Partnership's Acquisition Cost (as defined in said
agreement) and the Partnership's share of the Distribution Expenses
(as defined in said agreement) incurred in connection with the film
exceeds (ii) the Partnership's Gross Receipts (as defined in said
agreement) from the film (the "Power

27
<PAGE>

Guarantee"). For this purpose, Gross Receipts consists of all
sums actually received with respect to Power by the Partnership
pursuant to all applicable distribution agreements. Any payments
received by the Partnership with respect to the Power Guarantee
will be Partnership revenues to be used for Partnership
purposes in accordance with the Partnership Agreement. Accordingly,
all amounts received under the Power Guarantee will be used
to satisfy obligations of the Partnership including those due
to affiliates of the Managing General Partner (see Note 5.
Subsequent Events).

Foreign distribution in all media and domestic home
video distribution of Partnership Films was originally licensed
to Lorimar Distribution International, Inc. and Karl Lorimar
Home Video, Inc., respectively, both affiliates of the Managing
General Partner. The licenses were for minimum guaranteed payments
equal to 30% and 20%, respectively, of the Partnership's contribution
to each film's budget or cost of production, whichever is less. The
foreign distribution and domestic home video distribution arrangements
were assigned to other affiliates of the Managing General Partner
in January 1989 and June 1988, respectively. As a result of various
transactions, the foreign distribution and domestic home video
distribution rights are now held by TWE. All minimum guarantees
related to foreign distribution and domestic home video distribution
have been recorded and received by the Partnership. Under the
Partnership Agreement, these minimum guarantees were required
to be distributed to the partners as mandatory distributions after
deduction for management fees and general and administrative expenses.
All mandatory distributions relating to minimum guarantees have been
made and there will be no further mandatory distributions attributable
to minimum guarantees in the future.

The Managing General Partner, the Co-General Partner and their
affiliates have charged to the Partnership the following Partnership
expenses (excluding management fees) incurred by them:

<TABLE>
<CAPTION>
Year ended December 31, 1995
Managing
General Co-General
Partner Partner Total
<S> <C> <C> <C>
Interest $1,443,362 $ 0 $1,443,362
General and administrative 60,000 28,524 96,039

$1,503,362 $ 28,524 $1,539,401
</TABLE>

28
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31, 1994
Managing
General Co-General
Partner Partner Total
<S> <C> <C> <C>
Interest $1,085,309 $ 0 $1,085,309
General and administrative 60,000 43,960 103,960

$1,145,309 $ 43,960 $1,189,269
</TABLE>

<TABLE>
<CAPTION>
Year ended December 31, 1993
Managing
General Co-General
Partner Partner Total
<S> <C> <C> <C>
Interest $ 863,024 $ 0 $ 863,024
General and administrative 60,000 39,427 99,427

$ 923,024 $ 39,427 $ 962,451
</TABLE>

Amounts due to the Managing General Partner and affiliates and
to the Co-General Partner are comprised of the following:

<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
Managing Managing
General Co-General General Co-General
Partner Partner Partner Partner
<S> <C> <C> <C> <C>
Notes and advances for
prints and advertising,
including interest $16,872,576 $ 0 $15,493,187 $ 0
Management fee and other 501,442 249,315 500,138 254,056
$17,374,018 $249,315 $15,993,325 $254,056
</TABLE>

29
<PAGE>

Interest paid to the Managing General Partner and affiliates is:

<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Interest paid $ 63,972 $ 183,751 $ 112,575
</TABLE>

Under a Credit, Guaranty and Security Agreement dated as of June 6,
1986 (the "Credit Agreement"), the Partnership obtained a revolving credit
facility in the amount of up to $30,000,000 from a group of banks to
finance print and advertising costs for the Partnership Films. The
terms of the Credit Agreement provided for the payment of interest
quarterly at a rate equal to 1 1/2% (2 1/2% in the case of default) over
Chemical Bank's prime rate plus commitment fees and agency fees.
Lorimar made a payment to the banks on July 31, 1987 of approximately
$11,753,000, which was the then outstanding balance of the principal
and interest plus fees under the Credit Agreement, and, pursuant to
an agreement dated November 1, 1988, in consideration of such payment
and certain indemnities by Lorimar, the banks assigned to Lorimar all
of their interest in the Credit Agreement, the Partnership's notes
made thereunder (collectively, the "P&A Note"), the related agreements
and, with certain exceptions, the Collateral (as defined in the
Credit Agreement). Lorimar has not charged the Partnership any
commitment fees or agency fees and charges interest to the Partnership
on the P&A Note at Chemical Bank's prime rate.

The P & A Note and related accrued but unpaid interest became due
and payable on December 31, 1990. As of December 31, 1995, the principal
balance owed with respect to the P&A Note was approximately $4,985,000,
and the related accrued but unpaid interest was approximately $926,000.
As of December 31, 1995, Lorimar had not made demand for payment in
full for amounts due with respect to the P&A Note; however, Lorimar
had the right to make such a demand at any time. As of December 31, 1995,
the Partnership did not have sufficient liquid assets to pay the principal
of the P&A Note and interest thereon in full (see Note 5. Subsequent Events).

In addition to the P&A Note, the Partnership is obligated to reimburse
Lorimar for print and advertising costs and other distribution expenses
advanced pursuant to the Partnership Agreement on behalf of the Partnership
by LDI (the "P&A Advances"). As of December 31, 1995, the outstanding
balance of the P&A Advances owed to Lorimar was approximately $7,328,000
and related accrued but unpaid interest, computed at Chemical Bank's
prime rate, was approximately $3,634,000. Lorimar has the right to
declare the P&A Advances, and related interest, to be immediately due
and payable. As of December 31, 1995, Lorimar had not made demand for
payment of such amounts; however, Lorimar had the right

30
<PAGE>

to make such a demand at any time. The Partnership does not have
sufficient liquid assets to pay the principal of the P&A Advances
and interest thereon in full (see Note 5. Subsequent Events).

All amounts due to the Managing General Partner and its affiliates
have been classified as current liabilities.

Neither currently nor at any time over the remaining term of
the Partnership is it anticipated that the Partnership will have
sufficient liquid assets to pay the principal plus interest on both
the P&A Note and the P&A Advances.

The Partnership maintains a checking account and an interest-earning
mutual fund account. The interest-earning account is managed by an
affiliate of the Co-General Partner. The interest rate earned on
funds fluctuates daily and approximated 5.5% during the year ended
December 31, 1995. Interest earned on this account was $70,275,
$55,560 and $47,786 for the years ended December 31, 1995, 1994
and 1993, respectively.

As of December 31, 1995, Prudential Securities Incorporated,
an affiliate of the Co-General Partner, owned 113 Units.

Note 4. Litigation:

A purported class action lawsuit on behalf of a class of all
persons who are or have been holders of limited partnership interests
was filed on May 22, 1991 in the Superior Court of California for Los
Angeles County. Named as defendants are Lorimar Motion Picture Management,
Inc.; Lorimar Telepictures Corporation; Prudential Securities
Incorporated; and Prudential-Bache Properties, Inc. (Tillman, et
al. v. Lorimar Motion Picture Management, Inc., et al., Case No.
BC 028964, L.A. Co. Sup. Ct.). The original complaint charged
defendants with fraud, negligence, and breach of fiduciary duty in
connection with the offering of the Units and breach of fiduciary duty
in connection with the operation of the Partnership. The plaintiffs
sought compensatory and punitive damages in an unspecified amount and
an accounting. The General Partners had advised the Partnership that
they intended to defend the case vigorously. Certain of the charges
made in the complaint were similar to charges made in litigation
entitled Galloway v. Lorimar Motion Picture Management, Inc., et
al., filed in the courts of the State of Ohio. Certain of those
charges were dismissed on the merits and the dismissal was affirmed
on appeal.

31
<PAGE>

Partnership Agreement in connection with their operation of the Partnership,
but granted plaintiffs' counsel an opportunity to amend those claims
to attempt to state a cause of action. An amended complaint for breach of
fiduciary duty was filed on June 2, 1994, naming only the General
Partners as defendants. The General Partners filed a demurrer to
the amended complaint, together with a motion for summary adjudication
that the specific conduct challenged in the amended complaint was
undertaken by the General Partners in conformance with the terms and
requirements of the Partnership Agreement. A hearing on these matters
was held on August 3, 1994, and on November 1, 1994, the court sustained
the General Partners' demurrer on the basis that the amended complaint
failed to state a claim upon which relief may be granted. The court
gave plaintiffs leave to file an amended complaint for breach of
fiduciary duty and, for this reason, defendants' motion for summary
judgment was denied without prejudice. On January 18, 1995, plaintiffs
served their second amended complaint on the defendants. The second
amended complaint asserts claims for alleged breaches of the Partnership
Agreement and breaches of fiduciary duty by defendants. Plaintiffs
seek damages in an unspecified amount but in excess of $500,000. On
March 24, 1995, defendants filed an answer to the second amended
complaint, denying the allegations therein and asserting several
affirmative defenses. Defendants filed a summary judgment motion
on April 18, 1995, and a hearing took place on May 24, 1995. On
June 12, 1995, the court granted defendants' motion for summary
judgment insofar as it sought dismissal of all claims made as a
class action on behalf of Unitholders individually. However, the
court permitted the action to proceed as a derivative action by
plaintiffs on behalf of the Partnership. Pursuant to the court's
order, plaintiffs again amended their complaint to seek on behalf
of the Partnership recovery from the General Partners of allegedly
improperly high fees and interest paid to certain banks which provided
P&A Financing to the Partnership. Plaintiffs allege that defendants
breached their fiduciary duties by permitting payment of such excess
fees and interest and, in the complaint, estimate the allegedly
excess fees and interest to exceed $500,000. Defendants continue
to assert that their actions were entirely proper under the law
and the terms of the Limited Partnership Agreement and that the
Partnership did not pay any excess or improper fees or interest
to the banks. The Partnership has been advised that the General
Partners intend to defend the action vigorously. In
December 1995, Prudential-Bache Properties, Inc. was dismissed
voluntarily by plaintiffs. Nevertheless, preliminary discussions
have been conducted between plaintiff and the Managing General
Partner regarding the possibility of presenting to the
court for its approval a settlement which would reflect the
size of the claim, the relative positions of the parties, and
the costs of continued litigation. The terms which have been
agreed upon in principle would involve a reduction of certain of
the debt owed by the Partnership to the Managing General Partner
and affiliates and payment, in part, of attorneys' fees to
plaintiffs' counsel by the Managing General Partner. That
agreement is subject to

32
<PAGE>
documentation and court approval.

Prudential Securities Incorporated ("PSI"), certain of its present
and former employees, the Managing General Partner and the Co-General
Partner, among others, have been named defendants in a putative class
action filed in U.S. District Court for the Southern District of New
York, entitled In re Prudential Securities Incorporated Limited
Partnerships Litigation (MDL 1005). Two former officers and the
parent company of the Managing General Partner were also named as
defendants, and the Managing General Partner has undertaken their
defense. (Hereinafter, these additional defendants and the Managing
General Partner are sometimes referred to collectively as "the
Lorimar Organization Defendants.") The consolidated complaint, which
was filed on June 8, 1994, consolidates complaints previously
filed in actions in several federal district courts around the
country that were transferred to the Southern District of New York
by order of the Judicial Panel on Multidistrict Litigation in April
1994. None of the Lorimar Organization Defendants were named as
defendants in any of the transferred actions. The consolidated
complaint alleges violations of the federal Racketeer Influenced
and Corrupt Organizations Act ("RICO Act"), fraud, negligent
misrepresentation, breach of fiduciary duties, breach of third-party
beneficiary contracts, breach of implied covenants and violations of
New Jersey statutes in connection with the marketing and sales of
limited partnership interests. Plaintiffs request relief in the
nature of: rescission of the purchase of securities, and recovery
of all consideration and expenses in connection therewith, as well
as compensation for lost use of money invested, less cash
distributions; compensatory damages; consequential damages; treble
damages for defendants' alleged RICO violations (both federal and
New Jersey); general damages for all alleged injuries resulting
from negligence, fraud, breaches of contract, and breaches of duty
in an amount to be determined at trial; disgorgement and restitution
of all earnings, profits, benefits and compensation received by
defendants as a result of their allegedly unlawful acts; costs and
disbursements of the action; reasonable attorneys' fees; and such
other and further relief as the court deems just and proper. The
Partnership is listed in the consolidated complaint as being among
the limited partnerships at issue in the case. On September 29, 1994,
plaintiffs filed a motion to deem each of the constituent complaints
(in which the Lorimar Organization Defendants were not named) amended
to conform to the consolidated complaint. The Managing General
Partner opposed the motion. A hearing was held on November 21,
1994 and on November 28, 1994, the court granted plaintiffs' motion.
As a result, the Lorimar Organization Defendants are deemed to be
defendants in each of the constituent actions, as well as in the
consolidated action. On October 31, 1994, the Managing General
Partner filed a motion to dismiss the consolidated complaint (and
each of the constituent actions) with respect to the Lorimar
Organization Defendants. The hearing on the motion, originally
expected in January 1995, was postponed indefinitely by the court,
and the parties are awaiting

33
<PAGE>

a new hearing date. On December 20, 1994, PSI, along with various
other defendants, moved to dismiss the entire consolidated complaint.

By order dated August 29, 1995, the court granted plaintiffs'
motion for temporary class certification, preliminarily approved a
settlement entered into between plaintiffs, the Co-General Partner
and PSI, scheduled a fairness hearing for November 17, 1995, approved
the form and content of the notice to class members and directed that
it be provided to class members. The settlement was approved by the
court at the fairness hearing. The full amount due under the settlement
agreement has been paid by PSI.

Subsequent to the announcement of the Prudential settlement, the
Lorimar defendants held settlement negotiations with counsel for the
class. Counsel for the class and the Lorimar defendants have agreed
in principle to the settlement of all class claims against the Lorimar
defendants in exchange for payment by the Lorimar defendants of $400,000,
the allocation of which will be provided in the settlement documents.
That agreement in principle is subject to agreement on appropriate
documentation and to court approval. Upon submission of the agreed
upon documentation to the Court, it is expected that the Court would
schedule a hearing for approval and direct notice to be given to the
class regarding the terms of the settlement and their procedural rights.
In connection with, and as a condition to, the proposed settlement
between the plaintiffs and the Lorimar defendants, the Managing General
Partner will require an agreement between it and the Co-General Partner
regarding certain outstanding matters, including mutual releases,
involving them and their affiliates.

The Partnership is not aware of any legal proceedings that name
the Partnership as a defendant. Neither the Tillman nor the MDL
litigation described above name the Partnership as a defendant. The
Partnership Agreement provides for indemnification of the General
Partners and their affiliates under certain circumstances. The
indemnification excludes damages assessed against a General Partner
for violation of securities laws, the RICO Act or fraud.

Note 5. Subsequent Events:

Pursuant to three separate Amendments to Distribution Agreements
dated as of January 26, 1996, between the Partnership and Warner Bros.,
a division of TWE, on behalf of Lorimar, (collectively, the "Amendments"),
the Partnership extended the term of its domestic distribution agreement,
its foreign distribution agreement, and its license agreement regarding
domestic home video. In each case, subject to earlier termination as
summarized below, the term was extended from January 30, 1996
to July 31, 1996, subject in the event of the exercise during
the extended Term of the MGP Option to further extension automatically
to the completion of the purchases upon such exercise. Either party to

34
<PAGE>

any of the distribution agreements or the license agreement may terminate
any of those agreements on 60 days notice given to the other. The
Amendments limit the right of the distributor or licensee, as the case
may be, to use certain revenues derived after January 30, 1996 to recoup
various distribution expenses and advances incurred prior to January
30, 1996.

Payment in full of the Power Guarantee in the amount of $9,840,486
was due on January 30, 1996. In full satisfaction of the Power Guarantee,
on that date the following were offset against it: the full amount of the
then outstanding principal of the P&A Note plus accrued but unpaid interest
thereon aggregating $5,952,350, plus $176,500 of the outstanding principal
of the P&A Advances and $3,711,636 of accrued but unpaid interest on the
P&A Advances. As a result, as of January 30, 1996 the Power Guarantee
and the P&A Note were each satisfied in full and the remaining principal
balance of the P&A Advances was $7,151,604.

The Co-General Partner gave notice of its withdrawal as Co-General
Partner and, effective March 22, 1996, it withdrew as a General Partner
and became a Special Limited Partner.

35
<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.

None

36
<PAGE>
<PAGE>
PART III

Item 10. Directors and Executive Officers of the Registrant.

There are no directors or executive officers of the Partnership. The
affairs of the Partnership are managed by the Managing General Partner and
the Co-General Partner both through March 22, 1996, and, thereafter, solely
by the Managing General Partner.

The directors and executive officers of the Managing General Partner
are as follows:

Name Position

Peter R. Haje President

Richard J. Bressler Director and Senior Vice President, Finance

Stephen Ross Vice President

Paul B. Stager, Jr. Vice President, Assistant Secretary

Barry M. Meyer Director and Vice President

Spencer B. Hays Director and Vice President, Secretary

Edward A. Romano Vice President, Treasurer

Warren A. Christie Vice President - Taxes

Robert A. Fisher Vice President

The following paragraphs provide additional information, including
business experience during the past five years, for the persons serving
as directors and executive officers of the Managing General Partner.
All of such persons were first elected or appointed to positions with
the Managing General Partner in 1989, except for Mr. Stager, who was
first appointed in 1985 and Messrs. Haje and Bressler, who were appointed
in January 1995. All of such persons hold their principal employment with
affiliates of the Managing General Partner, including Lorimar, WCI, the
Warner Bros. division ("Warner Bros.") of TWE and Time Warner. For the
period prior to June 1992, all references to Warner Bros. are to Warner
Bros. Inc., the predecessor-in-interest to Warner Bros.

Peter R. Haje, age 61, has served as Executive Vice President and
General Counsel of Time Warner since October 1990. Prior to that time,
he was a member of the law firm of Paul, Weiss, Rifkind, Wharton &
Garrison.

37
<PAGE>

Richard J. Bressler, age 38, has served as Senior Vice President
and Chief Financial Officer of Time Warner since March 16, 1995. Prior
to that, he served as Senior Vice President, Finance from January 1, 1995;
and as a Vice President prior to that.

Stephen Ross, age 47, has served as Executive Vice President - Special
Projects of Warner Bros. since January 1996; prior to that time, he
served a Senior Vice President-Special Projects of Warner Bros. from
January 1989. Mr. Ross also served as Senior Vice President and
General Counsel of Lorimar from February 1986 to June 1992.

Paul B. Stager, Jr., age 66, has served as Senior Vice President
and Studio General Counsel for the Warner Bros. Television Production
division of TWE since June 1992. Prior to that time, Mr. Stager served
as Vice President and Legal Counsel for Lorimar, Inc. He first joined
Lorimar in 1982.

Barry M. Meyer, age 52 has served as Executive Vice President/Chief
Operating Officer of Warner Bros., a division of Time Warner Entertainment
Company, L. P. since April 1994; prior to that time, he served as
Executive Vice President of Warner Bros. from June 1984. He first
joined Warner Bros. in 1971.

Spencer B. Hays, age 51, has served as Vice President and General
Counsel of WCI since September 1992 and Vice President and Deputy
General Counsel of Time Warner since January 1993. He served as Senior
Vice President and General Counsel of WCI from January 1990 until
September 1992 and from February 1986 until January 1990 he served
as Vice President and Deputy General Counsel of WCI.

Edward A. Romano, age 53, has served as Executive Vice President
and Chief Financial Officer of Warner Bros. since March 1994; prior
to that time, he served as Senior Vice President, Finance and Controller
from January 1990 and, until that time, served as Vice President and
Corporate Controller from 1974.

Warren A. Christie, age 50, has served as Vice President of Time
Warner since January 1990. Mr. Christie also has served as Vice
President - Taxes of WCI since 1983.

Robert A. Fisher, age 47, has served as Senior Vice President - Financial
Investments of Warner Bros. since August 1994; prior to that time, he
served as Vice President - Financial Investments from February 1986.

Based on a review of Forms 3 and 4 and amendments thereto furnished to
the Registrant pursuant to Rule 16a-3(e) during its most recent fiscal
year and Form 5 and amendments thereto furnished to the Registrant with
respect to its most recent fiscal year and written representations
pursuant to Item 405(b)(2)(i) of Regulation

38
<PAGE>

S-K, neither the Managing General Partner, nor its directors, officers,
or beneficial owners of more than 10% of the Units, failed to file on
a timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934 during the most recent fiscal or prior fiscal
years.

39
<PAGE>
<PAGE>
Item 11. Executive Compensation.

The Partnership does not pay or accrue any fees, salaries or any
other form of compensation to directors or executive officers of the
General Partners for their services. However, as discussed in the
financial statements included herein, the Partnership does compensate
the General Partners for services provided on behalf of the Partnership.

Item 12. Security Ownership of Certain Beneficial Owners and
Management.

As of March 22, 1996, there were no beneficial owners of more than
five percent (5%) of the Units.

As of March 22, 1996, no director or officer of the Managing General
Partner owned directly or beneficially any Units.

No director or executive officer of the Managing General Partner
own directly or beneficially any interest in the voting securities of
the Managing General Partner.

Item 13. Certain Relationships and Related Transactions.

Reference is made to Item 8 - Note 3 of the Notes to Financial
Statements, which discusses the services provided by the Managing General
Partner and the former Co-General Partner and their affiliates to the
Partnership and the amounts paid or payable for these services.

40
<PAGE>

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.

(a) Documents filed as part of this Report:

1. Financial Statements - See Item 8 of this report.

2. Financial Statement Schedules - Schedules are omitted as such are
not required.

3. Exhibits

(a) Exhibits
3 Amended and Restated Certificate of Limited
Partnership of the Partnership dated as of January 30, 1986[1]
4.1 Amended and Restated Agreement of Limited Partnership
of the Partnership dated as of January 30, 1986[1]
4.2 Amendment to Agreement of Limited Partnership of the
Partnership dated as of March 31, 1986[1]
4.3 Depositary Agreement between the Partnership, the
Managing General Partner, the Co-General Partner, the
Assignor Limited Partner and the Principal Selling
Agent[1]
4.4 Depository Receipt[1]
10.1 Distribution Agreement between LPI and Fox[1]
10.2 Distribution Agreement between LPI and Columbia[1]
10.3 Distribution Agreement between LPI and PSO with
respect to "Power"[1]
10.4 Distribution Agreement between LPI and PSO with
respect to "The Boy Who Could Fly"[1]
10.5 Distribution Agreement between the Partnership and LDI
with respect to domestic distribution[1]
10.6 Distribution Agreement between the Partnership and LDI
with respect to foreign distribution[1]
10.7 Distribution Agreement between the Partnership and
Karl-Lorimar Home Video, Inc.[1]
10.8 Form of Assignment by LPI to the Partnership[1]
10.9 Form of Promissory Note of the Managing General
Partner, payable to the Partnership[1]
10.10 Form of Guarantee of Lorimar to the Partnership[1]
10.11 Form of Escrow Agreement between the Partnership,
the Managing General Partner, the Co-General Partner
and The Bank of New York[1]
10.12 Form of Production Services Agreement between the
Partnership and production service company[1]
10.13 Credit Agreement between the Partnership and a group
of banks[2]
10.14 Assignment of Credit Agreement from banks to
Lorimar[3]

41
<PAGE>

10.15 Amendment to Distribution Agreement between the
Partnership and LDI with respect to domestic distribution
10.16 Amendment to Distribution Agreement between the Partnership
and LDI with respect to foreign distribution.
10.17 Amendment to Distribution Agreement between the Partnership
and Karl-Lorimar Home Video, Inc.

[1]Incorporated by reference to the Partnership's 10-K Report for the
year ended March 31, 1986, on file with the Securities and Exchange
Commission.

[2]Incorporated by reference to the Partnership's 10-K Report for
the year ended March 31, 1987, on file with the Securities and
Exchange Commission.

[3]Incorporated by reference to the Partnership's 10-K Report for
the year ended March 31, 1989, on file with the Securities and
Exchange Commission.

(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during
the last quarter of the period covered by this report.

42
<PAGE>

Signatures

Pursuant to the requirements of Section 13 or 15 (d) 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.

LORIMAR FILM PARTNERS L.P.

By: Lorimar Motion Picture Management, Inc.
(Managing General Partner)
By: /s/ Barry Meyer Date: March 29, 1996
Barry Meyer
Director and Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities (with respect to the General
Partner) and on the dates indicated.

Lorimar Motion Picture Management, Inc.
(Managing General Partner)
By: /s/ Peter R. Haje Date: March 29, 1996
Peter R. Haje
President (principal executive officer)

By: /s/ Richard J. Bressler Date: March 29, 1996
Richard J. Bressler
Director and Senior Vice President, Finance (principal
financial officer)

By: /s/ Paul Stager Date: March 29, 1996
Paul Stager
Vice President, Assistant Secretary

By: /s/ Barry Meyer Date: March 29, 1996
Barry Meyer
Director and Vice President

By: /s/ Spencer B. Hays Date: March 29, 1996
Spencer B. Hays
Director and Vice President, Secretary

By: /s/ Edward A. Romano Date: March 29, 1996
Edward Romano
Vice President, Treasurer (principal accounting officer)

43
<PAGE>

EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number

3 Amended and Restated Certificate of Limited Partnership of the
Partnership dated as of January 30, 1986[1]
4.1 Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of January 30, 1986[1]
4.2 Amendment to Agreement of Limited Partnership of the Partnership
dated as of March 31, 1986[1]
4.3 Depositary Agreement between the Partnership, the Managing
General Partner, the Co-General Partner, the Assignor Limited
Partner and the Principal Selling Agent[1]
4.4 Depository Receipt[1]
10.1 Distribution Agreement between LPI and Fox[1]
10.2 Distribution Agreement between LPI and Columbia[1]
10.3 Distribution Agreement between LPI and PSO with
respect to "Power"[1]
10.4 Distribution Agreement between LPI and PSO with respect to
"The Boy Who Could Fly"[1]
10.5 Distribution Agreement between the Partnership and LDI with
respect to domestic distribution[1]
10.6 Distribution Agreement between the Partnership and LDI with
respect to foreign distribution[1]
10.7 Distribution Agreement between the Partnership and Karl-
Lorimar Home Video, Inc.[1]
10.8 Form of Assignment by LPI to the Partnership[1]
10.9 Form of Promissory Note of the Managing General Partner,
payable to the Partnership[1]
10.10 Form of Guarantee of Lorimar to the Partnership[1]
10.11 Form of Escrow Agreement between the Partnership, the
Managing General Partner, the Co-General Partner and
The Bank of New York[1]
10.12 Form of Production Services Agreement between the Partnership
and production service company[1]
10.13 Credit Agreement between the Partnership and a group of
banks[2]
10.14 Assignment of Credit Agreement from banks to Lorimar[3]
10.15 Amendment to Distribution Agreement between the Partnership
and LDI with respect to domestic distribution
10.16 Amendment to Distribution Agreement between the Partnership
and LDI with respect to foreign distribution.
10.17 Amendment to Distribution Agreement between the Partnership
and Karl-Lorimar Home Video, Inc.

[1]Incorporated by reference to the Partnership's 10-K Report for
the year ended March 31, 1986, on file with the Securities and
Exchange Commission.

[2]Incorporated by reference to the Partnership's 10-K Report for
the year ended March 31, 1987, on file with the Securities and

44
<PAGE>

Exchange Commission.

[3]Incorporated by reference to the Partnership's 10-K Report for
the year ended March 31, 1988, on file with the Securities and
Exchange Commission.

45
<PAGE>
<PAGE>
Signatures

Pursuant to the requirements of Section 13 or 15 (d) 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.

LORIMAR FILM PARTNERS L.P.

By: Lorimar Motion Picture Management, Inc.
(Managing General Partner)

By: Date:
Barry Meyer
Director and Vice President

Lorimar Motion Picture Management, Inc.
(Managing General Partner)

By: Date:
Peter R. Haje
President (chief executive officer)

By: Date:
Richard J. Bressler
Director and Senior Vice President, Finance (chief financial officer

By: Date:
Paul Stager
Vice President, Assistant Secretary

By: Date:
Barry Meyer
Director and Vice President

By: Date:
Spencer B. Hays
Director and Vice President, Secretary
By: Date:
Edward A. Romano
Vice President, Treasurer (principal accounting officer)

<PAGE>

<ARTICLE> 5

<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for LORIMAR FILM PARTNERS L.P.
and is qualified in its entirety by reference
to such financial statements
</LEGEND>

<CIK> 0000778923
<NAME> LORIMAR FILM PARTNERS L.P.
<MULTIPLIER> 1

<FISCAL-YEAR-END> Dec-31-1995

<PERIOD-START> Jan-1-1995

<PERIOD-END> Dec-31-1995

<PERIOD-TYPE> 12-Mos

<CASH> 1,188,809

<SECURITIES> 0

<RECEIVABLES> 0

<ALLOWANCES> 0

<INVENTORY> 10,496,816

<CURRENT-ASSETS> 0

<PP&E> 0

<DEPRECIATION> 0

<TOTAL-ASSETS> 11,685,625

<CURRENT-LIABILITIES> 17,692,933

<BONDS> 0

<COMMON> 0

<OTHER-SE> (6,007,308)

<TOTAL-LIABILITY-AND-EQUITY> 11,685,625

<SALES> 65,154

<TOTAL-REVENUES> 135,429

<CGS> 59,594

<TOTAL-COSTS> 0

<OTHER-EXPENSES> 239,955

<LOSS-PROVISION> 0

<INTEREST-EXPENSE> 1,443,362

<INCOME-PRETAX> (1,607,482)

<INCOME-TAX> 0

<INCOME-CONTINUING> 0

<DISCONTINUED> 0

<EXTRAORDINARY> 0

<CHANGES> 0

<NET-INCOME> (1,607,482)

<EPS-PRIMARY> (23.74)

<EPS-DILUTED> 0

</TABLE>