SECURITIES AND EXCHANGE COMMISSION
                                  
                                  
                                  
                      Washington, D.C.   20549
                                  
                                  
                              FORM 10-Q
                                  
                                  
          QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
   For Quarter Ended July 1, 1997    Commission file number 1-9606
                                  
                                  
                 AMERICAN RESTAURANT PARTNERS, L.P.
       (Exact name of registrant as specified in its charter)
                                  
                                  
           Delaware                                      48-1037438
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                     Identification)
                                  
                                  
   555 North Woodlawn, Suite 3102
   Wichita, Kansas                                           67208
   (Address of principal executive offices)                (Zip-Code)
                                  
                                  
   Registrant's telephone number, including area code  (316) 684-5119
                                  
                                  
      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 [ ]
     


                   AMERICAN RESTAURANT PARTNERS, L.P.
                                  
                                INDEX


                                                                  Page
                                                                 Number
                                                                 ------

Part I.   Financial Information
-------------------------------

Item 1.   Financial Statements


          Consolidated Condensed Balance Sheets at
          July 1, 1997 and December 31, 1996                        1


          Consolidated Statements of Operations
          for the Three and Six Periods Ended
          July 1, 1997 and June 25, 1996                            2


          Consolidated Statements of Cash Flows for
          the Six Periods Ended July 1, 1997
          and June 25, 1996                                         3


          Notes to Consolidated Condensed Financial Statements    4-6


Item 2.   Management's Discussion and Analysis of Consolidated
          Financial Condition and Results of Operations          7-10


Part II.  Other Information
---------------------------

Item 6.   Exhibits and Reports on Form 8-K                         11






                        AMERICAN RESTAURANT PARTNERS, L.P.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)


                                                    July 1,       December 31,
          ASSETS                                     1997             1996
--------------------------------                 -----------      -----------
Current assets:
  Cash and cash equivalents                     $    257,216     $    178,826
  Certificate of deposit                              54,000          157,635
  Investments available for sale,
   net of fair market value adjustment
   of $82,575 and $44,325, respectively               94,501          132,751
  Accounts receivable                                187,417          155,724
  Due from affiliates                                 43,281           19,415
  Notes receivable from
   affiliates - current portion                       75,731           84,631
  Inventories                                        303,306          344,003
  Prepaid expenses                                   211,094          212,008
                                                  ----------       ----------
     Total current assets                          1,226,546        1,284,993

Net property and equipment                        17,896,725       17,620,268

Other assets:
  Franchise rights, net                            1,067,708        1,084,080
  Notes receivable from affiliates                   115,354          113,410
  Deposit with affiliate                             350,000          350,000
  Investment in Oklahoma Magic, L.P.               2,454,362        2,624,368
  Other                                              680,005          667,964
                                                  ----------       ----------
                                                $ 23,790,700     $ 23,745,083
                                                  ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------
Current liabilities:
  Accounts payable                              $  2,616,520     $  2,115,502
  Due to affiliates                                   32,953           88,654
  Accrued payroll and other taxes                    297,653          545,816
  Accrued liabilities                                867,101        1,008,937
  Current portion of long-term debt                9,874,662        1,428,630
  Current portion of obligations
   under capital leases                               34,578           32,760
                                                  ----------       ---------- 
     Total current liabilities                    13,723,467        5,220,299

  Other noncurrent liabilities                       176,850          197,308
  Long-term debt                                  10,072,042       17,430,692
  Obligations under capital leases                 1,623,336        1,632,284
  General Partners' interest
    in Operating Partnership                         142,400          153,737

  Partners' capital (deficiency):
    General Partners                                  (6,236)          (4,634)
    Limited Partners:
     Class A Income Preference                     6,065,745        6,294,520
     Classes B and C                              (6,600,648)      (5,811,117)
    Cost in excess of carrying value
     of assets acquired                           (1,323,681)      (1,323,681)
  Unrealized loss in investment securities           (82,575)         (44,325)
                                                  ----------       ---------- 
    Total partners' deficiency                    (1,947,395)        (889,237)
                                                  ----------       ----------
                                                $ 23,790,700     $ 23,745,083
                                                  ==========       ==========

                                See accompanying notes.


<TABLE>
                                      AMERICAN RESTAURANT PARTNERS, L.P.

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                (Unaudited)

<CAPTION>
                                                 Three Periods Ended              Six Periods Ended
                                                 July 1,      June 25,           July 1,      June 25,
                                                  1997          1996              1997          1996
                                              -----------   -----------       -----------   ----------- 
<S>                                           <C>           <C>               <C>           <C>  
Net sales                                     $10,003,638   $ 9,887,850       $19,622,843   $19,743,520

Operating costs and expenses:
  Cost of sales                                 2,749,859     2,550,353         5,301,151     5,114,380
  Restaurant labor and benefits                 2,799,367     2,556,734         5,587,206     5,131,288
  Advertising                                     676,505       668,705         1,237,796     1,321,275
  Other restaurant operating
   expenses exclusive of 
   depreciation and amortization                1,957,244     1,729,630         3,832,413     3,497,126
  General and administrative:
   Management fees                                695,424       685,903         1,364,873     1,370,354
   Other                                          122,777       228,798           305,083       421,273
  Depreciation and amortization                   494,129       384,660           984,266       766,669
  Equity in loss of affiliate                      95,692        40,351           170,005        51,853
                                                ---------     ---------
       Income from operations                     412,641     1,042,716           840,050     2,069,302

Interest income                                    (4,462)      (10,815)          (12,882)      (17,810)
Interest expense                                  537,448       413,152         1,099,981       741,987
Gain on fire settlement                                --      (157,867)              --       (157,867)
                                                ---------     ---------
Income (loss) before General Partners'
  interest in income (loss) of
  Operating Partnership                          (120,345)      798,246          (247,049)    1,502,992
        
General Partners' interest in
  income (loss) of Operating Partnership           (1,203)        7,982            (2,470)       15,030
                                                ---------     ---------
Net income (loss)                             $  (119,142)  $   790,264       $  (244,579)  $ 1,487,962
                                                =========     =========

Net income (loss) allocated to Partners:
  Class A Income Preference                   $   (24,321)  $   161,791       $   (49,959)  $   304,651
  Class B                                     $   (35,662)  $   236,140       $   (73,195)  $   444,631
  Class C                                     $   (59,159)  $   392,333       $  (121,425)  $   738,680

Weighted average number of Partnership
  units outstanding during period:
  Class A Income Preference                       815,309       815,309           815,309       815,309
  Class B                                       1,195,499     1,189,975         1,194,505     1,189,924
  Class C                                       1,983,225     1,977,071         1,981,569     1,976,863

Net income (loss) per Partnership interest:
  Class A Income Preference                   $     (0.03)  $      0.20       $     (0.06)  $      0.37
  Class B                                     $     (0.03)  $      0.20       $     (0.06)  $      0.37
  Class C                                     $     (0.03)  $      0.20       $     (0.06)  $      0.37

Distributions per Partnership interest:
  Class A Income Preference                   $      0.11   $      0.26       $      0.22   $      0.42
  Class B                                     $      0.11   $      0.26       $      0.22   $      0.42
  Class C                                     $      0.11   $      0.26       $      0.22   $      0.42


<FN>
                                           See accompanying notes.
</FN>
</TABLE>



                           AMERICAN RESTAURANT PARTNERS, L.P.

                          CONSOLIDATED STATEMENTS OF CASH FLOW
                                       (Unaudited)


                                                        Six Periods Ended
                                                     July 1,         June 25,
                                                      1997             1996
                                                   -----------     -----------
Cash flows from operating activities:
  Net income (loss)                              $   (244,579)    $  1,487,962
  Adjustments to reconcile net income (loss)
   to net cash provided by operating
   activities:
    Depreciation and amortization                     984,266          766,669
    Provision for deferred rent                         5,033            8,443
    Provision for deferred compensation                    --            6,300
    Unit compensation expense                          11,737           15,900
    Equity in loss of affiliate                       170,005           51,853
    Loss on disposition of assets                      18,222           14,441
    Gain on fire settlement                                --         (157,867)
    General Partners' interest in net
     income (loss) of Operating Partnership            (2,470)          15,030
  Net change in operating assets and liabilities:
    Accounts receivable                               (31,693)         (16,596)
    Due from affiliates                               (23,866)           9,930
    Inventories                                        40,697          (44,393)
    Prepaid expenses                                      914          (14,604)
    Accounts payable                                  346,443          615,794
    Due to affiliates                                  98,874          (39,222)
    Accrued payroll and other taxes                  (248,163)         (26,609)
    Accrued liabilities                              (141,836)         110,360
    Other, net                                        (76,960)         (46,764)
                                                    ---------        ---------  
       Net cash provided by
         operating activities                         906,624        2,756,627

Cash flows from investing activities:
  Investment in affiliate                                  --       (3,000,000)
  Purchase of certificate of deposit                   (6,567)        (155,432)
  Redemption of certificate of deposit                110,202               -- 
  Additions to property and equipment              (1,208,840)      (2,889,895)
  Proceeds from sale of property and equipment            701            7,351
  Purchase of franchise rights                        (15,000)              -- 
  Collections of notes receivable from affiliates      44,456           13,306
  Net proceeds from fire settlement                        --          180,437
                                                    ---------        ---------
       Net cash used in
         investing activities                      (1,075,048)      (5,844,233)

Cash flows from financing activities:
  Payments on long-term borrowings                   (655,798)      (2,190,431)
  Proceeds from long-term borrowings                1,743,180        6,897,060
  Payments on capital lease obligations                (7,130)         (30,508)
  Distributions to Partners                          (877,821)      (1,671,232)
  Proceeds from issuance of Class B and C units        53,250           30,750
  Repurchase of Class B and C units                        --          (44,208)
  General Partners' distributions
   from Operating Partnerships                         (8,867)         (16,925)
                                                    ---------        ---------
       Net cash provided by  
         financing activities                         246,814        2,974,506
                                                    ---------        ---------
       Net increase (decrease) in
        cash and cash equivalents                      78,390         (113,100)

Cash and cash equivalents at beginning of period      178,826          782,348
                                                    ---------        ---------
Cash and cash equivalents at end of period       $    257,216     $    669,248
                                                    =========        =========

                                See accompanying notes.



               AMERICAN RESTAURANT PARTNERS, L.P.

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.  General
    -------
The  accompanying  consolidated financial  statements  include  the
accounts  of  American Restaurant Partners, L.P. and  its  majority
owned subsidiaries, American Pizza Partners, L.P. and APP Concepts,
LLC,  hereinafter collectively referred to as the Partnership,  and
have been prepared without audit. The Balance Sheet at December 31,
1996  has  been derived from financial statements which  have  been
audited  by Ernst & Young LLP, independent auditors. In the opinion
of  management,  all adjustments of a normal and  recurring  nature
which  are  necessary  for a fair presentation  of  such  financial
statements have been included. These statements should be  read  in
conjunction  with the financial statements and notes  contained  in
the  Partnership's Annual Report filed on Form 10-K for the  fiscal
year ended December 31, 1996.

The  results  of operations for interim periods are not necessarily
indicative  of  the  results  for the full  year.  The  Partnership
historically  has  realized  approximately  40%  of  its  operating
profits in periods six through nine (18 weeks).


2.  Distribution to Partners
    ------------------------
On  July  2, 1997 the Partnership declared a distribution of  $0.05
per  unit to all unitholders of record as of July 14, 1997  payable
on July 25, 1997.  The distribution is not reflected in the July 1,
1997 consolidated condensed financial statements.


3.  Investment in Affiliate
    -----------------------
On  March 13, 1996, the Partnership purchased a 45% interest  in  a
newly  formed limited partnership, Oklahoma Magic, L.P.  ("Magic"),
that  owns  and  operates  thirty-three Pizza  Hut  restaurants  in
Oklahoma  for $3.0 million in cash.  The purchase was  financed  by
the  Partnership from a short-term note payable entered  into  with
Intrust Bank which was refinanced on a long-term basis on July  30,
1996.   The  remaining partnership interests in Magic are  held  by
Restaurant  Management  Company  of  Wichita,  Inc.  (29.25%),   an
affiliate  of the Partnership, Hospitality Group of Oklahoma,  Inc.
(HGO)(25%),   the  former  owners  of  the  thirty-three   Oklahoma
restaurants,  and RMC American Management, Inc. (RAM)  (.75%),  the
managing  general  partner of the Partnership.   RAM  is  also  the
managing  general partner of Magic.  The Partnership  accounts  for
its  investment  in the unconsolidated affiliate using  the  equity
method of accounting.  The proforma unaudited results of operations
for  the six periods ended June 25, 1996, assuming consummation  of
the  purchase and financing of the $3.0 million note payable as  of
December 27, 1995 are as follows:


Net sales                                     $19,743,520
Equity in loss                                    (14,751)
Net income                                      1,413,856
Net income per partnership interest
  Class A Income Preference                   $      0.36
  Class B                                     $      0.36
  Class C                                     $      0.36

In  November,  1996  Magic notified HGO that  it  is  seeking  to
terminate  HGO's interest in Magic pursuant to the terms  of  the
Partnership  Agreement for alleged violations of  the  Pizza  Hut
Franchise  Agreement  and the alleged occurrence  of  an  Adverse
Terminating Event as defined in the Partnership Agreement.  Magic
alleges   that  HGO  contacted  and  offered  employment   to   a
significant  number of the management employees of  Magic.  Magic
has  also  alleged  that  HGO made certain misrepresentations  in
connection with the formation of Magic.  HGO has denied that such
franchise  violations  have  occurred  and  that  it   made   any
misrepresentations at the formation of Magic. The matter has been
submitted to arbitration.  In the arbitration proceeding, HGO has
asserted that it was fraudulently induced to enter into the Magic
Partnership  Agreement  by  Restaurant  Management   Company   of
Wichita, Inc. and was further damaged by alleged mismanagement of
the  operations.   HGO is seeking recision of  the  purchase  and
contribution   of   the  restaurants  or   in   the   alternative
compensatory and punitive damages.  The parties continue to  seek
to  resolve  the disagreement through negotiation and  mediation.
If Magic prevails, the interest of HGO in Magic will be purchased
by Magic and the interest of the Partnership in Magic will likely
increase  from 45% to 60%.  The amount of damages sought  by  HGO
has not been enumerated.

4.  Long-Term Debt - Covenant Noncompliance
    ---------------------------------------
The Partnership  has met all scheduled debt payments; however, at
July 1, 1997, it  was not  in compliance  with  the  fixed charge
ratio  required   by  the  loan  covenants  under  the  borrowing
agreement   with   Heller   Financial,  Inc.    Accordingly,  the 
Partnership  has  classified the  entire amount payable to Heller
Financial, Inc. of  $2,188,000  as a  current  liability  in  the
accompanying  consolidated  balance  sheet.  As a  result  of the
default,  Heller  Financial, Inc. has  the option to increase the
interest rate  two percent  over the rate that the Partnership is 
currently paying.

5.  Recently Issued Accounting Standards
    ------------------------------------
In February 1997, the Financial Accounting Standards Board issued
Statement  of  Accounting Standards No. 128, "Earnings per Share"
("FAS 128"), which  specifies the  computation, presentation, and
disclosure requirements for earnings per share with the objective
to simplify the  computation  of earnings  per share.  FAS 128 is 
effective  for financial  statements  for  periods  ending  after
December  15, 1997  and earlier  application  is  not  permitted.
After the  effective  date, all  prior period  earnings per share
data shall be restated to conform with the provisions of FAS 128.
The adoption of FAS 128 is not expected to have a material impact
on the Partnership's earnings per share data.




             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------
As  of  July 1, 1997, the Partnership operated 54 traditional Pizza
Hut  red  roof  restaurants,  eight  delivery/carryout  units,  one
convenience store location and three dualbrand locations.

Quarter Ended July 1, 1997 Compared to Quarter Ended
----------------------------------------------------
June 25, 1996
-------------

NET  SALES.  Net sales for the quarter ended July 1, 1997 increased
$116,000  from $9,888,000 to $10,004,000, a 1.2% increase over  the
second quarter of 1996. Comparable restaurant sales decreased  4.7%
which approximates the sales trend of the entire Pizza Hut system.

INCOME  FROM OPERATIONS.  Income from operations decreased $630,000
from $1,043,000 to $413,000, a 60.4% decrease from the same quarter
in  1996.   As  a  percentage of net sales, income from  operations
decreased  from 10.5% for the quarter ended June 25, 1996  to  4.1%
for  the quarter ended July 1, 1997.  Cost of sales increased as  a
percentage of net sales from 25.8% for the quarter ended  June  25,
1996  to  27.5% for the quarter ended July 1, 1997 due  to  a  free
sampling program begun in late April introducing new higher quality
pizzas  with  better  tasting,  higher  cost  toppings.  Labor  and
benefits expense increased as a percentage of net sales from  25.9%
in  1996  to 28.0% in 1997 as a result of the minimum wage increase
and  lower  same store sales. Advertising remained at 6.8%  of  net
sales  in both 1996 and 1997. Operating expenses increased to 19.6%
of  net  sales in 1997 from 17.5% of net sales in 1996 attributable
to the free sampling program and to the effects of lower same store
sales   on  fixed  operating  costs.   General  and  administrative
expenses  decreased from 9.3% of net sales in 1996 to 8.2%  of  net
sales  in  1997  due  to a decrease in bonuses  paid  on  operating
results.  Depreciation and amortization expense increased from 3.9%
of  net  sales  in  1996  to  4.9% of net  sales  in  1997  due  to
construction   of   new  restaurants  and  remodels   of   existing
restaurants during 1996 and the first six periods of 1997.   Equity
in  loss of affiliate amounted to 1.0% of net sales for the quarter
ended  July  1, 1997 compared to 0.4% of net sales for the  quarter
ended June 25, 1996.

NET  INCOME (LOSS).  Net earnings decreased $909,000 to a net  loss
of  $119,000  for  the quarter ended July 1, 1997 compared  to  net
income  of  $790,000  for the quarter ended  June  25,  1996.  This
decrease  is attributable to the decrease in income from operations
noted  above  combined  with an increase  in  interest  expense  of
$124,000  due  to  additional  debt  primarily  used  to  fund  the
acquisition  of  a  45% interest in Oklahoma  Magic,  L.P.  and  to
develop  new restaurants.  The 1996 net earnings include a $158,000
gain on fire settlement.


Six Periods Ended July 1, 1997 Compared to Six Periods
------------------------------------------------------
Ended June 25, 1996
-------------------

NET  SALES.   Net  sales for the six periods  ended  July  1,  1997
decreased $121,000 from $19,744,000 to $19,623,000, a 0.6% decrease
from  the  first  six periods of 1996. Comparable restaurant  sales
decreased  6.8%  which approximates the sales trend  of  the entire
Pizza Hut system.

INCOME   FROM   OPERATIONS.   Income  from   operations   decreased
$1,229,000 from $2,069,000 to $840,000, a 59.4% decrease  from  the
first  six  periods of 1996.  As a percentage of net sales,  income
from operations decreased from 10.5% for the six periods ended June
25,  1996 to 4.3% for the six periods ended July 1, 1997.  Cost  of
sales increased as a percentage of net sales from 25.9% for the six
periods ended June 25, 1996 to 27.0% for the six periods ended July
1,  1997  primarily due to the free sampling program during  second
quarter  introducing new higher quality pizzas with better tasting,
higher  cost  toppings. Labor and benefits expense increased  as  a
percentage of net sales from 26.0% in 1996 to 28.5% in  1997  as  a
result  of  the minimum wage increase and lower same  store  sales.
Advertising  decreased as a percentage of net sales  from  6.7%  in
1996  to  6.3% in 1997. Operating expenses increased from 17.7%  of
net sales in 1996 to 19.5% of net sales in 1997 attributable to the
effects of the sampling program and the effects of lower same store
sales on fixed operating costs. General and administrative expenses
decreased  from 9.1% of net sales in 1996 to 8.5% of net  sales  in
1997.  Depreciation and amortization expense increased from 3.9% of
net  sales  in  1996  to  5.0% of net sales  in  1997  due  to  the
construction   of   new  restaurants  and  remodels   of   existing
restaurants during 1996 and the first six periods of 1997.   Equity
in loss of affiliate amounted to 0.9% and 0.3% of net sales in 1997
and 1996, respectively.

NET INCOME (LOSS).  Net earnings decreased $1,733,000 to a net loss
of  $245,000 for the six periods ended July 1, 1997 compared to net
income of $1,488,000 for the six periods ended June 25, 1996.  This
decrease  is attributable to the decrease in income from operations
noted  above  combined  with an increase  in  interest  expense  of
$358,000  due  to  additional  debt  primarily  used  to  fund  the
acquisition  of  a  45% interest in Oklahoma  Magic,  L.P.  and  to
develop  new restaurants.  The 1996 net earnings include a $158,000
gain on fire settlement.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The  Partnership generates its principal source of funds  from  net
cash provided by operating activities. Management believes that net
cash provided by operating activities and various other sources  of
income  will  provide  sufficient funds  to  meet  planned  capital
expenditures  for  recurring replacement of equipment  in  existing
restaurants and to service debt obligations.

At July 1, 1997 the Partnership had a working capital deficiency of
$12,497,000 compared to a working capital deficiency of  $3,935,000
at  December 31, 1996.   Approximately, $1,805,000  of the  working
capital deficiency at  July 1, 1997 results from the classification
of  the  entire  amount  of  outstanding  notes  payable  to Heller
Financial, Inc. as  a current  liability  because  the  Partnership
was in default  of the fixed  charge ratio  at July 1, 1997.  There 
have  been no  defaults in  making  scheduled  payments  of  either
principal  or interest.   As  a  result  of  the  default,   Heller 
Financial, Inc.  has  the option to increase  the interest rate two 
percent  over  the rate  that  the Partnership is currently paying.
The remaining increase in working capital deficiency of  $6,757,000
is a result of an  increase in  current portion  of long-term  debt
used primarily to acquire a 45% interest  in  Oklahoma Magic,  L.P.
and for development  of new restaurants.  The  Partnership plans to
refinance  the  notes  on  a  long-term  basis  during  1997.   The
Partnership  routinely  operates  with  a negative  working capital
position  which is  common in  the restaurant  industry  and  which
results  from the cash sales  nature  of  the  restaurant  business
and payment terms with vendors.

Master  Limited  Partnerships (MLPs) are not currently  subject  to
federal  or  state income taxes. However, under the Omnibus  Budget
Reconciliation   Act   of  1987,  certain   MLPs,   including   the
Partnership, will be taxed as corporations beginning in 1998.


NET  CASH  PROVIDED BY OPERATING ACTIVITIES.  For the  six  periods
ended  July  1,  1997,  net cash provided by  operating  activities
amounted  to  $906,000 compared to $2,757,000 for the  six  periods
ended June 25, 1996.  This decrease is primarily the result of  the
decrease in net earnings.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital  expenditures for the six periods ended July 1,  1997  were
$1,209,000, of which $561,000 was for the replacement of  equipment
in existing restaurants and $648,000 was for the development of new
restaurants.

FINANCING ACTIVITIES.  Cash distributions declared during  the  six
periods  ended July 1, 1997 were $878,000 amounting  to  $0.22  per
unit as compared to $1,671,000, or $0.42 per unit, during the first
six  periods  of 1996.  The  Partnership's  distribution objective,
generally, is to  distribute  all operating revenues less operating 
expenses   (excluding  noncash  items   such  as  depreciation  and 
amortization),  capital   expenditures  for  existing  restaurants,
interest and principal  payments on Partnership debt, and such cash
reserves  as  the managing  General  Partner  may deem appropriate.  
The reduction in  cash distributions  from the prior  year reflects
the decline in operating revenues.

During  the  six periods  ended  July  1,  1997,  the  Partnership's
proceeds from borrowings  amounted to $1,743,000.  The proceeds were
used primarily to develop new restaurants and to replenish operating
capital.  The Partnership  opened two new dualbrand locations during
the first six periods  of 1997 and  converted a traditional red roof
restaurant to a dualbrand location.  Management anticipates spending
an additional  $315,000  for   recurring  replacement  of  equipment
in existing  restaurants  which  will  be  financed  from  net  cash
provided  by  operating  activities.  The  actual  level  of capital
expenditures  may be  higher in  the event of  unforeseen breakdowns
of equipment  or lower  in the  event  of inadequate  net cash  flow
from  operating activities.

OTHER MATTERS.   The  Partnership,  through   its   minority   owned
subsidiary,  Oklahoma  Magic, L.P.,  is  involved in a  dispute with
Hosptiality  Group  of Oklahoma,  Inc.,  the  former  owners  of the
thirty-three Oklahoma  restaurants that  were purchased  by Magic in
March 1996.  See Note 3 to the Financial Statements.

As  we  have  previously reported, the Omnibus Budget Reconciliation
Act  of  1987 provides that public limited partnerships will  become
taxable  entities  beginning in 1998.  Without some  change  in  our
organizational structure, our company will start paying income taxes
at the company level as of January 1, 1998.  This would decrease the
amount  of cash available to the company by the amount of  taxes  it
must  pay.   As  a  result the company would  have  to  reduce  cash
distributions  by  at  least the amount of the  taxes,  and  perhaps
eliminate the distributions entirely.

This  report contains certain forward-looking statements within  the
meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange  Act, which are intended to be covered by the safe  harbors
created  thereby.   Although  the  Partnership  believes  that   the
assumptions  underlying  the  forward-looking  statements  contained
herein  are  reasonable, any of the assumptions could be inaccurate,
and  therefore,  there can be no assurance that the  forward-looking
statements  included  in  this report will  prove  to  be  accurate.
Factors  that could cause actual results to differ from the  results
discussed  in the forward-looking statements include,  but  are  not
limited  to, consumer demand and market acceptance risk, the  effect
of  economic  conditions, including interest rate fluctuations,  the
impact   of  competing  restaurants  and  concepts,  the   cost   of
commodities and other food products, labor shortages and  costs  and
other  risks  detailed in the Partnership's Securities and  Exchange
Commission filings.



                   PART II.  OTHER INFORMATION
                                

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
    (a)  Exhibits

         None


    (b)  Reports on Form 8-K

         During the fiscal period covered by this Form 10-Q, no
         reports on Form 8-K were filed.



                            SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                         AMERICAN RESTAURANT PARTNERS, L.P.
                                  (Registrant)
                         By:   RMC AMERICAN MANAGEMENT, INC.
                               Managing General Partner



Date:    8/14/97         By:   /s/Hal W. McCoy 
        --------               ---------------------           
                               Hal W. McCoy
                               President and Chief Executive Officer



Date:    8/14/97         By:   /s/Terry Freund 
        --------               --------------------      
                               Terry Freund
                               Chief Financial Officer