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 31, 1998      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 31, 1998 and December 30, 1997                      1

          Consolidated Statements of Operations
          for the Three Periods Ended
          March 31, 1998 and April 1, 1997                          2

          Consolidated Statements of Cash Flows for
          the Three Periods Ended March 31, 1998
          and April 1, 1997                                         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)


                                                      March 31,    December 30,
         ASSETS                                          1998          1997
--------------------------------                    -----------   ------------  
Current assets:
 Cash and cash equivalents                          $   499,149   $   509,398
 Investments available for sale,
  at fair market value                                  144,001       195,751
 Accounts receivable                                     74,155        84,447
 Due from affiliates                                     77,938        67,918
 Notes receivable from
  affiliates - current portion                           73,243        72,387
 Inventories                                            275,216       311,516
 Prepaid expenses                                       223,833       245,177
                                                     ----------    ---------- 
    Total current assets                              1,367,535     1,486,594

Net property and equipment                           16,482,550    16,828,156

Other assets:
 Franchise rights, net                                  963,873     1,010,616
 Notes receivable from affiliates                        65,972        75,899
 Deposit with affiliate                                 350,000       350,000
 Investment in Oklahoma Magic, L.P.                   1,760,653     1,795,774
 Other                                                  693,052       679,106
                                                     ----------    ---------- 
                                                    $21,683,635   $22,226,145
                                                     ==========    ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------
Current liabilities:
 Accounts payable                                   $ 2,333,425   $ 3,042,151
 Due to affiliates                                      126,937        50,539
 Accrued payroll and other taxes                        382,480       385,016
 Accrued liabilities                                    769,035       784,661
 Current portion of long-term debt                      920,877    12,899,728
 Current portion of obligations
  under capital leases                                   37,501        36,492
                                                     ----------    ----------
    Total current liabilities                         4,570,255    17,198,587
 
 Other noncurrent liabilities                           403,007       204,337
 Long-term debt                                      19,178,655     7,105,615
 Obligations under capital leases                     1,609,267     1,608,356
 General Partners' interest
   in Operating Partnership                             119,358       120,702

 Partners' capital (deficiency):
   General Partners                                      (7,996)       (7,864)
   Limited Partners:
    Class A Income Preference                         5,596,043     5,623,790
    Classes B and C                                  (8,428,198)   (8,322,372)
   Cost in excess of carrying value
    of assets acquired                               (1,323,681)   (1,323,681)
   Unrealized gain (loss) in investment securities      (33,075)       18,675
                                                     ----------    ---------- 
   Total partners' deficiency                        (4,196,907)   (4,011,452)
                                                     ----------    ----------  
                                                    $21,683,635   $22,226,145
                                                     ==========    ==========

                         See accompanying notes.




                  AMERICAN RESTAURANT PARTNERS, L.P.

                CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)


                                                         Three Periods Ended
                                                         March 31,   April 1,
                                                            1998       1997
                                                        ---------- ----------

Net sales                                               $9,226,646 $9,619,205

Operating costs and expenses:
 Cost of sales                                           2,430,832  2,551,292
 Restaurant labor and benefits                           2,628,200  2,787,839
 Advertising                                               610,801    561,291
 Other restaurant operating
  expenses exclusive of
  depreciation and amortization                          1,714,790  1,875,165
 General and administrative:
  Management fees - related party                          641,918    669,449
  Other                                                    112,545    182,306
 Depreciation and amortization                             445,270    490,137
 Equity in loss of affiliate                                25,323     74,313
                                                         ---------  ---------
      Income from operations                               616,967    427,413
                                                      
Interest income                                             (2,995)    (8,420)
Interest expense                                           553,188    562,533
                                                         ---------  --------- 
Income (loss) before General Partners'
 interest in income (loss) of
 Operating Partnership                                      66,774   (126,700)
                             
General Partners' interest in
 income (loss) of Operating Partnership                        668     (1,267)
                                                         ---------  ---------
Net income (loss)                                           66,106   (125,433)
                                                         =========  =========

Net income (loss) allocated to Partners:
 Class A Income Preference                                  13,489    (25,639)
 Class B                                                    19,789    (37,532)
 Class C                                                    32,828    (62,262)

Weighted average number of Partnership
 units outstanding during period:
 Class A Income Preference                                 813,840    815,309
 Class B                                                 1,193,952  1,193,512
 Class C                                                 1,980,647  1,979,913

Basic and diluted net income (loss)
 per Partnership interest                                     0.02      (0.03)

Distributions per Partnership interest                        0.05       0.11



                         See accompanying notes.






                  AMERICAN RESTAURANT PARTNERS, L.P.

                CONSOLIDATED STATEMENTS OF CASH FLOW
                              (Unaudited)


                                                        Three Periods Ended
                                                       March 31,    April 1,
                                                         1998         1997
                                                      ----------   ----------
Cash flows from operating activities:
 Net income (loss)                                    $   66,105   $ (125,433)
 Adjustments to reconcile net income (loss)
  to net cash provided by (used in) operating
  activities:
   Depreciation and amortization                         445,270      490,137
   Provision for deferred rent                             4,317        2,516
   Unit compensation expense                                   -       11,737
   Equity in loss of affiliate                            25,323       74,313
   (Gain)/Loss on disposition of assets                   (6,039)      11,624
   General Partners' interest in net
    income (loss) of Operating Partnership                   668       (1,267)
 Net change in operating assets and liabilities:
   Accounts receivable                                    10,292      (77,756)
   Due from affiliates                                    10,303       (2,181)
   Inventories                                            36,300        2,568
   Prepaid expenses                                       21,344      (25,832)
   Accounts payable                                     (708,726)     (89,056)
   Due to affiliates                                      76,398      (71,290)
   Accrued payroll and other taxes                        (2,536)    (253,434)
   Accrued liabilities                                   (15,626)    (180,289)
   Other, net                                            211,471      (49,390)
                                                       ---------    ---------
      Net cash provided by (used in)
        operating activities                             174,864     (283,033)

Cash flows from investing activities:
 Purchase of certificate of deposit                            -       (6,567)
 Additions to property and equipment                     (98,467)    (602,862)
 Proceeds from sale of property and equipment              9,996          200
 Purchase of franchise rights                                  -      (15,000)
 Collections of notes receivable from affiliates           9,071       18,850
                                                       ---------    ---------
      Net cash used in
        investing activities                             (79,400)    (605,379)

Cash flows from financing activities:
 Payments on long-term borrowings                       (405,811)  (3,899,672)
 Proceeds from long-term borrowings                      500,000    5,083,000
 Payments on capital lease obligations                    (8,754)        (936)
 Distributions to Partners                              (199,225)    (438,910)
 Proceeds from issuance of Class B and C units                 -       19,750
 Repurchase of units                                        (585)           -
 General Partners' distributions
  from Operating Partnerships                             (2,012)      (4,434)
 Other, net                                               10,674            -
                                                       ---------    ---------   
      Net cash (used in) provided by
        financing activities                            (105,713)     758,798
                                                       ---------    ---------
      Net decrease in cash
       and cash equivalents                              (10,249)    (129,614)

Cash and cash equivalents at beginning of period         509,398      178,826
                                                       ---------    --------- 
Cash and cash equivalents at end of period            $  499,149   $   49,212
                                                       =========    =========

                         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 30,
1997  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  financial
statements  and  notes contained in the Partnership's Annual Report
filed on Form 10-K for the fiscal year ended December 30, 1997.

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  April 1, 1998 the Partnership declared a distribution of  $0.05
per  unit to all unitholders of record as of April 13, 1998 payable
on May 1, 1998.  The distribution is not reflected in the March 31,
1998 consolidated condensed financial statements.


3.  Long-Term Debt
    --------------

On  April  20, 1998,   the  Partnership  refinanced  all borrowings
through   Heller    Financial   Corporation,   $4.2   million    of
borrowings  through  Intrust Bank, and $3.0 million  of  borrowings
through  Franchise  Mortgage Acceptance Company  (FMAC),  with  new
promissory notes to FMAC totaling $10,200,000.  The new  notes  are
payable  in  monthly  installments aggregating $102,306,  including
interest  at  a  fixed  rate of 8.81%, and mature  in  April  2013.
Accordingly,  the  current  portion  of  long-term  debt  has  been
classified to reflect the terms of the new agreements.


4.  Investment in Affiliate
    -----------------------

On  March 13, 1996, the Partnership purchased a 45% interest  in  a
newly  formed limited partnership, Oklahoma Magic, L.P.  ("Magic"),
for $3.0 million in cash. Magic currently owns and operates twenty-
seven  Pizza Hut restaurants in Oklahoma.  The Partnership accounts
for its investment in Magic using the equity method  of accounting.
Unaudited condensed consolidated financial statements for Magic are
as follows:

                                          March 31,     December 30,
                                            1998           1997
                                        -----------    ------------
Balance sheet:
  Current assets                        $   573,225    $   543,764
  Noncurrent assets                       9,879,210      9,946,529
                                         ----------     ----------
                                        $10,452,435    $10,490,293
                                         ==========     ==========

  Current liabilities                   $ 6,734,345    $ 6,608,680
  Noncurrent liabilities                  2,153,065      2,260,317
                                         ----------     ---------- 
  Partners' equity                        1,565,025      1,621,296
                                         ----------     ----------
                                        $10,452,435    $10,490,293
                                         ==========     ==========

                                            Three Periods Ended
                                          March 31,      April 1,
                                            1998           1997
                                        -----------   -----------     
Statement of Operations:
  Revenues                              $ 3,821,164   $ 3,918,425
  Cost of sales                           1,022,533     1,046,243
  Operating expenses                      2,690,878     2,873,062
                                         ----------    ----------
  Income (loss) from operations             107,753          (880)
  Other expense (principally interest)      164,024       164,261
                                         ----------    -----------
  Net loss                              $   (56,271)  $  (165,141)
                                         ==========    ==========        

In November 1996 Magic notified Hospitality Group of Oklahoma, Inc.
(HGO),  the former owners of the Oklahoma restaurants, that it  was
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 at the  formation
of  Magic.   HGO  has  denied that such franchise  violations  have
occurred  and that it made any misrepresentations at the  formation
of  Magic.   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 matter has been submitted to
arbitration; however, the parties continue to seek to  resolve  the
disagreement through negotiation.  If Magic prevails, the  interest
of  HGO in Magic will be purchased by Magic and the interest of the
Partnership  will likely increase from 45% to 60%.  The  amount  of
damages sought by HGO has not been enumerated.


5.  Recently Issued Accounting Standards
    ------------------------------------

As   of  December  31,  1997,  the  Partnership  adopted  Financial
Accounting  Standards  (FAS) Number 130,  "Reporting  Comprehensive
Income".   FAS  130  establishes new rules for  the  reporting  and
display  of  comprehensive income and its components; however,  the
adoption  of this Statement had no impact on the Partnership's  net
income  or partners' equity.  In addition, the Partnership  has  no
components of other comprehensive income in any period presented.




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


RESULTS OF OPERATIONS
---------------------
As of March 31, 1998, the Partnership operated 53 traditional Pizza
Hut  red  roof restaurants, five delivery/carryout units and  three
dualbrand locations, and one convenience store location.

Quarter Ended March 31, 1998 Compared to Quarter Ended
------------------------------------------------------
April 1, 1997
-------------

NET  SALES.   Net  sales  for  the quarter  ended  March  31,  1998
decreased  $393,000 from $9,619,000 to $9,227,000, a 4.1%  decrease
from  the  first  quarter  of  1997.  This  decrease  was  entirely
attributable to restaurants closed in 1997 as comparable restaurant
sales increased 0.4%.

INCOME  FROM OPERATIONS.  Income from operations increased $190,000
from  $427,000 to $617,000, a 44.3% increase over the first quarter
of  1997.   As  a  percentage of net sales, income from  operations
increased from 4.4% for the quarter ended April 1, 1997 to 6.7% for
the  quarter  ended March 31, 1998.  Cost of sales decreased  as  a
percentage of net sales from 26.5% for the quarter ended  April  1,
1997  to  26.3%  for the quarter ended March 31, 1998.   Labor  and
benefits expense decreased as a percentage of net sales from  29.0%
in  1997  to  28.5% in 1998 despite the minimum wage increase  that
took  effect September 1, 1997.  These margin improvements are  the
result  of diligent, continuous follow-up and focus on effeciencies
in the restaurants.   Advertising increased as a percentage  of net
sales  from  5.8% in  1997  to 6.6%  in 1998.  Operating   expenses
decreased from 19.5% of net sales in 1997 to 18.6% of net  sales in
1998  primarily  attributable  to  the  reduction  of  fixed  costs
through restaurant  closings  and consolidations  during  the  last
half of 1997.  General and administrative  expenses  decreased from
8.9%  of net sales in  1997 to  8.2% of  net sales in 1998 due to a
decrease in bonuses paid.  Depreciation  and  amortization  expense
decreased from 5.1%  of  net  sales in 1997 to 4.8% of net sales in
1998 primarily due to restaurant closings and consolidations during
the  fourth quarter  of 1997. Equity  in loss of affiliate amounted
to 0.3% of net sales in 1998 compared to 0.8% of net sales in 1997.

NET  EARNINGS.   Net   earnings   increased   $192,000   to  a  net
income of $66,000 for the quarter ended March 31, 1998 compared  to
a  net  loss of $125,000 for the quarter ended April 1, 1997.  This
increase  is attributable to the increase in income from operations
noted above.


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

At  March 31, 1998 the Partnership had a working capital deficiency
of   $3,203,000  compared  to  a  working  capital  deficiency   of
$15,712,000 at December 30, 1997.  The decrease in working  capital
deficiency  is  primarily  a result of an $11,979,000  decrease  in
current  portion  of  long-term debt.  At December  30,  1997,  the
entire  amount  of  outstanding notes payable to  Heller  Financial
Corporation and FMAC were classified as a current liability because
the  Partnership was in default of the fixed charge ratio covenant.
There  have been no defaults in making scheduled payments of either
principal  or  interest.   On  April  20,  1998,  the   Partnership
refinanced   with   new   promissory   notes   to  FMAC  the  notes
with  Heller  Financial  Corporation, $4.2 million  of  notes  with
Intrust Bank, and $3.0 million of notes with FMAC over 15 years  at
an  interest  rate of 8.81%.  Accordingly, the current  portion  of
long-term debt has been classified to reflect the terms of the  new
notes  bringing  the  Partnership into compliance  with  the  fixed
charge  ratio. 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 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.

NET  CASH  PROVIDED  BY (USED IN) OPERATING  ACTIVITIES.   For  the
quarter  ended  March  31,  1998, net cash  provided  by  operating
activities  amounted  to $175,000 compared  to  net  cash  used  in
operating  activities of $283,000 for the quarter  ended  April  1,
1997.  This increase is primarily the result of the increase in net
earnings along with an increase in other noncurrent liabilities.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital  expenditures for the quarter ended  March  31,  1998  were
$98,000 for replacement of equipment in existing restaurants.

FINANCING  ACTIVITIES.   Cash  distributions  declared  during  the
quarter  ended March 31, 1998 were $199,000 amounting to $0.05  per
unit  as compared to $439,000, or $0.11 per unit, during the  first
quarter   of   1997.  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 31, 1998, the  Partnership's
proceeds  from  borrowings amounted to $500,000 used  primarily  to
replenish operating capital.  The Partnership does not plan to open
any new restaurants during 1998. Management anticipates spending an
additional  $397,000  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.

Management  believes  that the declining  trend in same store sales
experienced over  the  last two years has reversed itself  with the
slight increase in first quarter. Management will continue to focus
on controllable items such as labor and food costs to build  on the
improvements  realized this quarter.  The refinancing completed  in
April  1998  will  lower the Partnership's annual debt  service  by
approximately   $800,000.   As  a  result  of  these   items,   the
Partnership  should  experience a significant improvement  in  cash
flow after debt service in 1998.

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

In November 1996 Magic notified Hospitality Group of Oklahoma, Inc.
(HGO),  the former owners of the Oklahoma restaurants, 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 at the  formation
of  Magic.   HGO  has  denied that such franchise  violations  have
occurred  and that it made any misrepresentations at the  formation
of  Magic.   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 matter has been submitted to
arbitration; however, the parties continue to seek to  resolve  the
disagreement through negotiation.  If Magic prevails, the  interest
of  HGO in Magic will be purchased by Magic and the interest of the
Partnership  will likely increase from 45% to 60%.  The  amount  of
damages sought by HGO has not been enumerated.

As previously reported, under the Omnibus Budget Reconciliation Act
of  1987, certain MLPs, including the Partnership would be taxed as
corporations  beginning in 1998.  The effect of this  provision  is
that  the Partnership would pay income taxes and the partners would
then  pay  additional  taxes  on distributions  received  by  them,
thereby  substantially  increasing  the  total  taxation   of   the
Partnership's   distributed  income.   After  considering   various
alternatives  to  avoid  this  double  taxation,  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.

The  Partnership  does not expect  year 2000  issues  to  have  any
material   effect  on  its  costs  or  to  cause  any   significant
disruptions  to  its  operations.  The  Partnership  uses  external
agents  on  all  critical applications and systems.   The  external
agents  have assured the Partnership that they expect to  be  fully
year  2000  compliant before the year 2000 issues will  impact  the
Partnership.

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:  5/13/98           By:   /s/Hal W. McCoy  
      --------                 -------------------
                               Hal W. McCoy
                               President and Chief Executive Officer



Date:  5/13/98           By:   /s/Terry Freund  
      --------                 --------------------
                               Terry Freund
                               Chief Financial Officer