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 March 28, 2000      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
          March 28, 2000 and December 28, 1999                      1

          Consolidated Condensed Statements of Income
          for the Three Periods Ended March 28, 2000
          and March 30, 1999                                        2

          Consolidated Condensed Statements of Cash
          Flows for the Three Periods Ended
          March 28, 2000 and March 30, 1999                         3

          Notes to Consolidated Condensed Financial Statements    4-5


Item 2.   Management's Discussion and Analysis of Consolidated
          Financial Condition and Results of Operations           6-9


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

Item 6.   Exhibits and Reports on Form 8-K                         10




                      AMERICAN RESTAURANT PARTNERS, L.P.

                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (Unaudited)


                                                     March 28,    December 28,
         ASSETS                                        2000           1999
------------------------------                      ----------     ----------
Current assets:
 Cash and cash equivalents                         $   934,274   $    742,452
 Accounts receivable                                   342,906        258,388
 Due from affiliates                                    93,042         69,948
 Notes receivable from
  affiliates - current portion                          19,668         19,531
 Inventories                                           449,519        410,997
 Prepaid expenses                                      244,514        270,300
                                                    ----------     ----------
    Total current assets                             2,083,923      1,771,616

Net property and equipment                          18,981,634     19,330,304

Other assets:
 Franchise rights, net                               5,442,912      5,510,611
 Notes receivable from affiliates                       75,815         75,952
 Deposit with affiliate                                485,000        485,000
 Goodwill                                              688,174        694,391
 Other                                               1,217,045      1,328,781
                                                    ----------     ----------
                                                   $28,974,503    $29,196,655
                                                    ==========     ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------
Current liabilities:
 Accounts payable                                  $ 3,086,644    $ 2,818,985
 Due to affiliates                                     171,420        111,988
 Accrued payroll and other taxes                       651,984        750,474
 Accrued liabilities                                 1,116,216      1,177,506
 Current portion of long-term debt                   2,843,973      2,396,678
 Current portion of obligations
  under capital leases                                  61,855         59,124
                                                    ----------     ----------
    Total current liabilities                        7,932,092      7,314,755

Long-term liabilities less current maturities:
 Obligations under capital leases                    1,419,726      1,436,375
 Long-term debt                                     24,273,824     25,252,712
 Other noncurrent liabilities                          721,717        787,208
                                                    ----------     ----------
                                                    27,885,860     25,506,354
Minority interests in Operating
 Partnerships                                          678,787        551,541

Partners' capital (deficiency):
 General Partners                                       (8,528)        (8,585)
 Limited Partners:
  Class A Income Preference                          5,397,004      5,394,796
  Classes B and C                                   (9,208,546)    (9,252,030)
 Notes receivable employees - sale
   of partnership units                               (907,892)      (956,436)
 Cost in excess of carrying value
    of assets acquired                              (1,323,681)    (1,323,681)
                                                    ----------     ----------
   Total partners' deficiency                       (6,051,643)    (6,145,936)
                                                    ----------     ----------
                                                   $28,974,503    $29,196,655
                                                    ==========     ==========

                           See accompanying notes.





                      AMERICAN RESTAURANT PARTNERS, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                (Unaudited)



                                                       March 28,    March 30,
                                                         2000         1999
                                                      ----------- -----------
Net sales                                            $14,799,542  $14,441,585

Operating costs and expenses:
 Cost of sales                                         3,612,544    3,995,404
 Restaurant labor and benefits                         4,289,687    4,278,000
 Advertising                                             972,303      936,846
 Other restaurant operating
  expenses exclusive of
  depreciation and amortization                        2,782,489    2,680,756
 General and administrative:
  Management fees - related party                        911,592      895,083
  Other                                                  250,061      147,866
 Depreciation and amortization                           625,985      556,820
                                                      ----------   ----------
      Income from operations                           1,354,881      950,810

Equity in loss of investment
 in unconsolidated affiliates                             86,896            -
Interest income                                          (10,416)      (3,330)
Interest expense                                         710,806      764,668
                                                      ----------   ----------
Income before minority interest                          567,595      189,472

Minority interests in income of
 Operating Partnerships                                  131,104          828
                                                      ----------   ----------
Net income                                           $   436,491  $   188,644
                                                      ==========   ==========

Net income allocated to Partners:
 Class A Income Preference                           $    90,194  $    52,488
 Class B                                             $   126,000  $    60,832
 Class C                                             $   220,297  $    75,324

Weighted average number of Partnership
 units outstanding during period:
  Class A Income Preference                              789,216      814,010
  Class B                                              1,102,518      943,411
  Class C                                              1,927,648    1,668,167

Basic and diluted income before
 minority interest per Partnership unit              $      0.15  $      0.06

Basic and diluted minority interest
 per Partnership unit                                $      0.03  $      0.00

Basic and diluted net income
 per Partnership unit                                $      0.11  $      0.06

Distributions per Partnership unit                   $      0.10  $      0.10



                             See accompanying notes.







                      AMERICAN RESTAURANT PARTNERS, L.P.

              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                              (Unaudited)


                                                       Three Periods Ended
                                                     March 28,       March 30,
                                                       2000            1999
                                                    ----------      ----------
Cash flows from operating activities:
 Net income                                        $  436,491      $  188,644
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation and amortization                      625,985         556,820
   Loss on disposition of assets                          422           1,653
   Equity in loss of investment in
     unconsolidated affiliates                         86,896               -
   Minority interests in income
    of Operating Partnerships                         131,104             828
   Compensation expense-reduction
    of notes receivable                                13,952               -
 Net change in operating assets and liabilities:
   Accounts receivable                                (84,518)          7,542
   Due from affiliates                                (23,094)         46,087
   Inventories                                        (38,522)         50,824
   Prepaid expenses                                    25,786         (55,350)
   Accounts payable                                   267,659         603,653
   Due to affiliates                                   59,432         (65,869)
   Accrued payroll and other taxes                    (98,490)        (94,965)
   Accrued liabilities                                (61,290)       (126,502)
   Other, net                                         (74,055)        402,546
                                                    ---------       ---------
 Net cash provided by operating activities          1,267,758       1,515,911

Cash flows from investing activities:
 Additions to property and equipment                 (152,263)       (477,052)
 Proceeds from sale of property and equipment               -             200
 Collections of notes receivable from affiliates            -           9,241
 Other                                                (12,500)        (35,610)
                                                    ---------       ---------
 Net cash used in investing activities               (164,763)       (503,221)

Cash flows from financing activities:
 Payments on long-term borrowings                  (1,017,990)       (517,854)
 Proceeds from long-term borrowings                   480,739         300,000
 Payments on capital lease obligations                (13,918)         (9,082)
 Distributions to Partners                           (347,017)       (342,437)
 Repurchase of units                                   (9,133)        (69,399)
 General Partners' distributions
  from Operating Partnerships                          (3,854)         (3,458)
                                                    ---------       ---------
 Net cash used in financing activities               (911,173)       (642,230)
                                                    ---------       ---------
 Net increase in cash and cash equivalents            191,822         370,460

Cash and cash equivalents at beginning of period      742,452         329,946
                                                    ---------       ---------
Cash and cash equivalents at end of period         $  934,274      $  700,406
                                                    =========       =========

Noncash investing and financing activities:  During the first quarter of 2000,
notes receivable from employees resulting from the issuance of stock during
1999 were reduced by distributions of $34,592 paid on these units, and by
$13,952 charged to compensation expense.

                             See accompanying notes.






               AMERICAN RESTAURANT PARTNERS, L.P.

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

      Three Periods Ended March 28, 2000 and March 30, 1999


1.  General
    -------

The   accompanying  consolidated  condensed  financial   statements
include the accounts of American Restaurant Partners, L.P. and  its
majority  owned  subsidiaries, American Pizza Partners,  L.P.,  APP
Concepts,  LLC  and  Oklahoma  Magic,  L.P.    American  Restaurant
Partners,  L.P., American Pizza Partners, L.P., APP  Concepts,  LLC
and   Magic  are  hereinafter  collectively  referred  to  as   the
Partnership.     All   significant   intercompany   balances    and
transactions  have  been  eliminated.  The  consolidated  condensed
financial statements have been prepared without audit. The  Balance
Sheet  at December 28, 1999 has been derived from the Partnership's
audited  financial statements.  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
consolidated  financial  statements  and  notes  contained  in  the
Partnership's Annual Report filed on Form 10-K for the fiscal  year
ended December 28, 1999.

The  results  of operations for interim periods are not necessarily
indicative  of the results for the full year. The Partnership  does
not  experience  significant seasonality but sales continue  to  be
largely driven through advertising and promotion.


2.  Subsequent Event - Distribution to Partners
    -------------------------------------------

On  April 3, 2000 the Partnership declared a distribution of  $0.10
per  unit  to all unitholders of record as of April 12, 2000.   The
distribution  is  not reflected in the March 28, 2000  consolidated
condensed financial statements.


3.  Comprehensive Income
    ---------------------

Comprehensive income is comprised of the following:

                                   For the three periods ended
                                 --------------------------------
                                 March 28, 2000    March 30, 1999
                                 --------------    --------------
Net income                          $ 436,491         $ 188,644
Change in unrealized loss
  in investment securities                  -           (20,250)
                                     --------          --------
                                    $ 436,491         $ 168,394
                                     ========          ========


4.  Reclassifications
    -----------------

Certain  amounts shown in the 1999 consolidated condensed financial
statements  have  been  reclassified  to  conform  with  the   2000
presentation.




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


RESULTS OF OPERATIONS
---------------------

As of March 28, 2000, the Partnership operated 70 traditional Pizza
Hut  red  roof  restaurants, 14 delivery/carryout units  and  three
dualbrand locations.

Three Periods Ended March 28, 2000 Compared to
----------------------------------------------
Three Periods Ended March 30, 1999
----------------------------------

NET  SALES.  Net sales for the three periods ended March  28,  2000
increased  $358,000 from net sales of $14,442,000 in  1999  to  net
sales  of  $14,800,000  for  2000,  a  2.5%  increase.   Comparable
restaurant  sales increased 4.1% over the prior year in  which  the
Partnership  experienced a 10.8% increase in comparable  restaurant
sales  due  to  the successful introduction of the Big  New  Yorker
Pizza.   The stronger than expected comparable store sales  results
were achieved primarily through continued improvement in restaurant
operations.

INCOME  FROM  OPERATIONS.   Income from operations  for  the  three
periods  ended March 28, 2000 increased $404,000 from  $951,000  to
$1,355,000, a 42.5% increase over the first three periods of  1999.
As a percentage of net sales, income from operations increased from
6.6%  for  the three periods ended March 30, 1999 to 9.2%  for  the
three periods ended March 28, 2000.  Cost of sales decreased  as  a
percentage  of  net  sales from 27.7% for the three  periods  ended
March 30, 1999 to 24.4% for the three periods ended March 28,  2000
due  to  significantly  lower cheese  costs.   Labor  and  benefits
expense decreased as a percentage of net sales  from 29.6% in  1999
to  29.0% in 2000.  Labor and benefits expense was higher  in  1999
due to increased staffing and training in preparation for the sales
increases  resulting from the introduction of the  Big  New  Yorker
Pizza.  Advertising increased slightly as a percentage of net sales
from 6.5% of net sales in 1999 to 6.6% of net sales in 2000.  Other
restaurant  operating expenses amounted to 18.8% of  net  sales  in
2000  compared  to  18.6%  of  net  sales  in  1999.   General  and
administrative expenses increased from 7.2% of net sales in 1999 to
7.9%  of  net  sales in 2000 reflecting increased bonuses  paid  on
improved operating results.  Depreciation and amortization  expense
increased  from 3.9% of net sales in 1999 to 4.2% of net  sales  in
2000.

NET  EARNINGS.   Net earnings increased $247,000 to net  income  of
$436,000 for the three periods ended March 28, 2000 compared to net
income of $189,000 for the three periods ended March 30, 1999. This
increase  is attributable to the increase in income from operations
noted  above  and a $61,000 decrease in net interest expense.   The
increase was partially offset by an $87,000 loss from investment in
unconsolidated  affiliates  and  a $130,000  increase  in  minority
interest in income of Operating Partnerships.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At  March 28, 2000 the Partnership had a working capital deficiency
of   $5,848,000  compared  to  a  working  capital  deficiency   of
$5,543,000 at December 28, 1999.  This increase is primarily due to
an  increase in current portion of long-term debt.  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.

The  Partnership generates its principal source of funds  from  net
cash provided by operating activities. Management believes 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.

NET  CASH PROVIDED BY OPERATING ACTIVITIES.  For the three  periods
ended  March  28,  2000, net cash provided by operating  activities
amounted to $1,268,000 compared to $1,516,000 for the three periods
ended  March 30, 1999.  This decrease from prior year is  primarily
the  result of an increase in accounts payable in 1999 of  $604,000
compared to an increase in 2000 of $268,000.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital  expenditures for the three periods ended  March  28,  2000
were $152,000 for replacement of equipment in existing restaurants.

FINANCING  ACTIVITIES.   Cash  distributions  declared  during  the
quarter  ended March 28, 2000 were $347,000 amounting to $0.10  per
unit.  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.

During  the  three periods ended March 28, 2000, the  Partnership's
proceeds  from  borrowings amounted to $481,000 from  Intrust  Bank
used  to  pay  off  Magic's  notes to  a  former  limited  partner.
Management  anticipates spending an additional $546,000 during  the
remainder  of  2000  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.

YEAR 2000 COMPLIANCE
--------------------

The   Partnership  did  not  incur  any  problems  with  Year  2000
compliance.  Management is continuing to monitor Year 2000  issues.
The  Partnership does not anticipate any problems  with  Year  2000
compliance in the future.

OTHER MATTERS
-------------

On January 31, 2000, AmeriServe, the Partnership's primary supplier
of  food ingredients and dry goods, filed for protection under  the
U.S.  Bankruptcy Code.  Tricon, the Unified Foodservice  Purchasing
Coop, and key representatives of the Tricon franchise community are
working together to ensure the availability of supplies to Tricon's
restaurant system during the bankruptcy proceedings.  To date,  the
Partnership   has   not   experienced   any   significant    supply
interruption.   AmeriServe has advised Tricon that it  is  actively
seeking  to  arrange the financing necessary to maintain AmeriServe
operations.   The  Partnership, along with  Tricon,  has  commenced
contingency  planning  and believes that it  can  arrange  with  an
alternative  distributor or distributors to meet the needs  of  the
restaurants  if AmeriServe is no longer able to adequately  service
the restaurants.

The Partnership delisted from the American Stock Exchange effective
November  13, 1997 and limited trading of its units.  As a  result,
the  Partnership will continue to be taxed as a partnership  rather
than  being taxed as a corporation.  The Partnership does  offer  a
Qualified  Matching  Service, whereby the  Partnership  will  match
persons desiring to buy units with persons desiring to sell units.

EFFECTS OF INFLATION AND FUTURE OUTLOOK
---------------------------------------

Inflationary  factors  such as increases in food  and  labor  costs
directly affect the Partnership's operations.  Because most of  the
Partnership's  employees are paid on an hourly  basis,  changes  in
rates related to federal and state minimum wage and tip credit laws
will  effect the Partnership's labor costs.  The Partnership cannot
always effect immediate price increases to offset higher costs  and
no  assurance can be given the Partnership will be able to do so in
the future.

The  Partnership's  earnings are affected by  changes  in  interest
rates  primarily from its long-term debt arrangements.   Under  its
current  policies,  the  Partnership does  not  use  interest  rate
derivative instruments to manage exposure to interest rate changes.
A  hypothetical 100 basis point adverse move (increase) in interest
rates along the entire interest rate yield curve would increase the
Partnership's  interest expense and decrease net income  by  $3,500
over  the term of the related debt.  This amount was determined  by
considering  the impact of the hypothetical interest rates  on  the
Partnership's borrowing cost.  These analyses do not  consider  the
effects  of  the  reduced level of overall economic  activity  that
could exist in such an environment.

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: 05/11/00           By: /s/Hal W. McCoy
      --------               ---------------------
                             Hal W. McCoy
                             Chairman and Chief Executive Officer



Date: 05/11/00           By: /s/Terry Freund
      --------               ---------------------
                             Terry Freund
                             Chief Financial Officer