The Certificate of Limited Partnership of Cinema Plus,
L.P. (the "Limited Partnership") filed on September 10, 1987
and   the   Amended  and  Restated  Certificate  of  Limited
Partnership of the Limited Partnership filed on November 20,
1987 in the Office of the Secretary of State of the State of
Delaware  are  hereby  cancelled, said  Limited  Partnership
shall dissolve on September 30, 1997.  The reason for filing
this  Certificate of Cancellation is that  pursuant  to  the
terms  of  its  Amended  and Restated Agreement  of  Limited
Partnership,  the  Limited  Partnership  dissolves  at   the
expiration of its term on September 30, 1997.

      IN  WITNESS WHEREOF, the undersigned, constituting all
of  the  general partners of such Limited Partnership,  have
executed this Certificate of Cancellation as of the 30th day
of September, 1997.


                         HBO FILM MANAGEMENT, INC.,
                         Managing General Partner


                            By:      /s/George   A.   Cooke,
Jr._______________
                         Title: Vice President-


                           ENTERTAINMENT  FINANCE  SERVICES,
INC.,
                         Administrative General Partner


                             By:       /s/    Bradley     J.
Wecshler_______________
                         Title: President and Sole Director