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 April 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
          April 1, 1997 and December 31, 1996                       1


          Consolidated Statements of Operations for
          the Three Periods Ended April 1, 1997
          and March 26, 1996                                        2


          Consolidated Statements of Cash Flows for
          the Three Periods Ended April 1, 1997
          and March 26, 1996                                        3


          Notes to Consolidated Condensed Financial Statements    4-5


Item 2.   Management's Discussion and Analysis of Consolidated
          Financial Condition and Results of Operations           6-8


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

Item 6.   Exhibits and Reports on Form 8-K                          9







                         AMERICAN RESTAURANT PARTNERS, L.P.

                       CONSOLIDATED CONDENSED BALANCE SHEETS
                                    (Unaudited)


                                                   April 1,       December 31,
          ASSETS                                     1997             1996
------------------------------------             -----------      ------------
Current assets:
  Cash and cash equivalents                     $     49,212     $    178,826
  Certificate of deposit                             164,202          157,635
  Investments available for sale,
   net of fair market value adjustment
   of $62,326 and $44,325, respectively              114,750          132,751
  Accounts receivable                                233,480          155,724
  Due from affiliates                                 55,096           19,415
  Notes receivable from
   affiliates - current portion                       74,972           84,631
  Inventories                                        341,435          344,003
  Prepaid expenses                                   237,840          212,008
                                                  ----------       ----------   
     Total current assets                          1,270,987        1,284,993

Net property and equipment                        17,760,380       17,620,268

Other assets:
  Franchise rights, net                            1,090,583        1,084,080
  Notes receivable from affiliates                   141,719          113,410
  Deposit with affiliate                             350,000          350,000
  Investment in Oklahoma Magic, L.P.               2,550,054        2,624,368
  Other                                              673,895          667,964
                                                  ----------       ----------
                                                $ 23,837,618     $ 23,745,083
                                                  ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------
Current liabilities:
  Accounts payable                              $  2,026,446     $  2,115,502
  Due to affiliates                                   17,364           88,654
  Accrued payroll and other taxes                    292,382          545,816
  Accrued liabilities                                828,648        1,008,937
  Current portion of long-term debt                5,238,777        1,428,630
  Current portion of obligations
   under capital leases                               33,651           32,760
                                                  ----------       ----------
     Total current liabilities                     8,437,268        5,220,299

  Other noncurrent liabilities                       187,078          197,308
  Long-term debt                                  14,803,873       17,430,692
  Obligations under capital leases                 1,630,457        1,632,284
  General Partners' interest
    in Operating Partnership                         148,036          153,737

  Partners' capital (deficiency):
    General Partners                                  (5,192)          (4,634)
    Limited Partners:
     Class A Income Preference                     6,179,167        6,294,520
     Classes B and C                              (6,157,062)      (5,811,117)
    Cost in excess of carrying value
     of assets acquired                           (1,323,681)      (1,323,681)
  Unrealized loss in investment securities           (62,326)         (44,235)
                                                  ----------       ---------- 
    Total partners' deficiency                    (1,369,094)        (889,147)
                                                  ----------       ----------
                                                $ 23,837,618     $ 23,745,173
                                                  ==========       ==========

                              See accompanying notes.




                          AMERICAN RESTAURANT PARTNERS, L.P.

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       Three Periods Ended
                                                      April 1,      March 26,
                                                        1997          1996
                                                     ----------    ---------- 
Net sales                                           $ 9,619,205   $ 9,855,670

Operating costs and expenses:
  Cost of sales                                       2,551,292     2,564,027
  Restaurant labor and benefits                       2,787,839     2,574,554
  Advertising                                           561,291       652,570
  Other restaurant operating
   expenses exclusive of 
   depreciation and amortization                      1,875,165     1,767,496
  General and administrative:
   Management fees                                      669,449       684,451
   Other                                                182,306       192,475
  Depreciation and amortization                         490,137       382,009
  Equity in loss of affiliate                            74,313        11,502
                                                     ----------    ----------
       Income from operations                           427,413     1,026,586
          
Interest income                                          (8,420)       (6,995)
Interest expense                                        562,533       328,835
                                                     ----------    ----------
Income (loss) before General Partners'
  interest in income (loss) of
  Operating Partnership                                (126,700)      704,746
                                                    
General Partners' interest in
  income (loss) of Operating Partnership                 (1,267)        7,047
                                                     ----------    ----------
Net income (loss)                                   $  (125,433)  $   697,699
                                                     ==========    ==========

Net income (loss) allocated to Partners:
  Class A Income Preference                         $   (25,639)  $   142,859
  Class B                                           $   (37,532)  $   208,490
  Class C                                           $   (62,262)  $   346,350

Weighted average number of Partnership
  units outstanding during period:
  Class A Income Preference                             815,309       815,309
  Class B                                             1,193,512     1,189,874
  Class C                                             1,979,913     1,976,654

Net income (loss) per Partnership interest:
  Class A Income Preference                         $     (0.03)  $      0.18
  Class B                                           $     (0.03)  $      0.18
  Class C                                           $     (0.03)  $      0.18

Distributions per Partnership interest:
  Class A Income Preference                         $      0.11   $      0.16
  Class B                                           $      0.11   $      0.16
  Class C                                           $      0.11   $      0.16


                           See accompanying notes.





                       AMERICAN RESTAURANT PARTNERS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)


                                                     Three Periods Ended
                                                   April 1,        March 26,
                                                     1997             1996
                                                 ------------     -----------
Cash flows from operating activities:
  Net income (loss)                             $   (125,433)    $    697,699
  Adjustments to reconcile net income (loss)
   to net cash provided by (used in) operating
   activities:
    Depreciation and amortization                    490,137          382,009
    Provision for deferred rent                        2,516            6,226
    Provision for deferred compensation                   --            6,300
    Unit compensation expense                         11,737           15,900
    Equity in loss of affiliate                       74,313           11,502
    Loss on disposition of assets                     11,624            1,949
    General Partners' interest in net
     income (loss) of Operating Partnership           (1,267)           7,047
  Net change in operating assets and liabilities:
    Accounts receivable                              (77,756)         (68,653)
    Due from affiliates                               (2,181)         (45,371)
    Inventories                                        2,568          (66,535)
    Prepaid expenses                                 (25,832)         (19,449)
    Accounts payable                                 (89,056)         494,132
    Due to affiliates                                (71,290)         (47,452)
    Accrued payroll and other taxes                 (253,434)          34,980
    Accrued liabilities                             (180,289)         (42,872)
    Other, net                                       (49,390)          (9,537)
                                                   ---------        ---------
       Net cash provided by (used in)
         operating activities                       (283,033)       1,357,875

Cash flows from investing activities:
  Investment in affiliate                                 --       (3,000,000)
  Purchase of certificate of deposit                  (6,567)        (150,496)
  Additions to property and equipment               (602,862)        (816,810)
  Proceeds from sale of property and equipment           200            3,924
  Purchase of franchise rights                       (15,000)              -- 
  Collections of notes receivable from affiliates     18,850            6,874
                                                   ---------        ---------
       Net cash used in
         investing activities                       (605,379)      (3,956,508)

Cash flows from financing activities:
  Payments on long-term borrowings                (3,899,672)      (1,918,563)
  Proceeds from long-term borrowings               5,083,000        2,693,492
  Proceeds from short-term borrowings                     --        3,000,000
  Payments on capital lease obligations                 (936)         (15,032)
  Distributions to Partners                         (438,910)        (636,807)
  Proceeds from issuance of Class B and C units       19,750           30,750
  Repurchase of Class B and C units                       --           (4,545)
  General Partners' distributions
   from Operating Partnerships                        (4,434)          (6,449)
                                                   ---------        ---------
       Net cash provided by  
         financing activities                        758,798        3,142,846
                                                   ---------        ---------
       Net increase (decrease) in
        cash and cash equivalents                   (129,614)         544,213

Cash and cash equivalents at beginning of period     178,826          782,348
                                                   ---------        ---------
Cash and cash equivalents at end of period      $     49,212     $  1,326,561
                                                   =========        =========

                            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, 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  April 2, 1997 the Partnership declared a distribution of  $0.11
per  unit to all unitholders of record as of April 11, 1997 payable
on  April 25, 1997.  The distribution is not reflected in the April
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-two 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-two   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 quarter ended March 26, 1996, assuming consummation of the
purchase  and  financing of the $3.0 million  note  payable  as  of
December 27, 1995 are as follows:

                                                Quarter
                                                 ended
                                                March 26,
                                                  1996
                                               ---------
Net sales                                    $ 9,855,670
Equity in earnings                                10,978
Net income                                       647,478
Net income per partnership interest
  Class A Income Preference                  $      0.16
  Class B                                    $      0.16
  Class C                                    $      0.16

In  November  1996,  Magic notified HGO that  it  is  seeking  to
terminate  HGO's interest in Magic and to purchase such  interest
pursuant to the Magic partnership agreement as a result of  HGO's
alleged violations of certain matters pursuant to such agreement.
HGO has denied such violations and the parties are continuing  to
seek  to  resolve  such matters.  In the event  Magic  ultimately
prevails, it is likely that the Partnership's interest  in  Magic
would  be  increased  from 45% to 60%; however,  the  Partnership
would not likely be required to make any additional contributions
to Magic.




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


RESULTS OF OPERATIONS
---------------------
As  of April 1, 1997, the Partnership operated 55 traditional Pizza
Hut   red  roof  restaurants,  nine  delivery/carryout  units,  one
convenience store location and two dualbrand locations.

Quarter Ended April 1, 1997 Compared to Quarter Ended
-----------------------------------------------------
March 26, 1996
--------------
NET SALES.  Net sales for the quarter ended April 1, 1997 decreased
$236,000  from $9,856,000 to $9,619,000, a 2.4% decrease  from  the
first  quarter of 1996. Comparable restaurant sales decreased 8.9%.
This   sales  decrease  was  caused  primarily  by  the  successful
introduction  of  TripleDecker  Pizza  in  the  prior  year   which
contributed  to comparable restaurant sales growth of  8.7%  during
the first quarter of 1996.

INCOME  FROM OPERATIONS.  Income from operations decreased $599,000
from $1,026,000 to $427,000, a 58.4% decrease from the same quarter
in  1996.   As  a  percentage of net sales, income from  operations
decreased  to 4.4% for the quarter ended April 1, 1997 compared  to
10.4%  for  the  quarter  ended March  26,  1996.   Cost  of  sales
increased  as a percentage of net sales from 26.0% for the  quarter
ended  March 26, 1996 to 26.5% for the quarter ended April 1, 1997.
This  increase  is  primarily  attributable  to  the  promotion  of
products with higher food costs at reduced prices during the  first
quarter  of  1997.  Labor  and  benefits  expense  increased  as  a
percentage of net sales from 26.1% in 1996 to 29.0% in 1997 due  to
the  minimum wage increase and lower same store sales.  Advertising
decreased as a percentage of net sales from 6.6% in 1996 to 5.8% in
1997.  Operating expenses increased to 19.5% of net sales  in  1997
from  17.9%  of  net  sales in 1996 primarily attributable  to  the
effects of lower same store sales volumes on fixed operating costs.
General and administrative expenses were 8.9% of net sales in  both
1996  and  1997.   Depreciation and amortization expense  increased
from 3.9% of net sales in 1996 to 5.1% of net sales in 1997 due  to
the  construction  of  new  restaurants and  remodels  of  existing
restaurants during 1996 and the first quarter of 1997.   Equity  in
loss of affiliate amounted to 0.8% of net sales in 1997 compared to
0.1% of net sales in 1996.

NET  INCOME (LOSS).  Net earnings decreased $823,000 to a net  loss
of  $125,000  for the quarter ended April 1, 1997 compared  to  net
income  of  $698,000  for the quarter ended March  26,  1996.  This
decrease  is attributable to the decrease in income from operations
noted  above  combined  with an increase  in  interest  expense  of
$234,000  due  to  additional  debt  primarily  used  to  fund  the
acquisition   of   a  45%  interest  in  the  thirty-two   Oklahoma
restaurants and to develop new restaurants.



LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The  Partnership generates its principal source of funds  from  net
cash  provided  by  operating  activities.  Net  cash  provided  by
operating  activities is expected to provide  sufficient  funds  to
meet  planned  capital  expenditures for recurring  replacement  of
equipment in existing restaurants, to service debt obligations  and
to make quarterly cash distributions.

At  April  1, 1997 the Partnership had a working capital deficiency
of   $7,166,000  compared  to  a  working  capital  deficiency   of
$3,935,000  at December 31, 1996.  The increase in working  capital
deficiency is a result of a $3,810,000 increase in current  portion
of  long-term  debt  used primarily to acquire a  45%  interest  in
thirty-two  Oklahoma  restaurants  and  for  development   of   new
restaurants.   The Partnership plans to refinance the  notes  on  a
long-term basis during 1997.  This increase was partially offset by
a  decrease  in accounts payable, accrued payroll and other  taxes,
and  accrued  liabilities  of $523,000. 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 (USED IN) OPERATING  ACTIVITIES.   For  the
quarter  ended April 1, 1997, net cash used in operating activities
amounted  to  $283,000 compared to net cash provided  by  operating
activities  of  $1,358,000 for the quarter ended  March  26,  1996.
This  decrease  is  primarily the result of  the  decrease  in  net
earnings along with a decrease in accounts payable, accrued payroll
and other taxes, and accrued liabilities.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital  expenditures  for the quarter ended  April  1,  1997  were
$603,000, of which $158,000 was for the replacement of equipment in
existing  restaurants and $445,000 was for the development  of  new
restaurants.

FINANCING  ACTIVITIES.   Cash  distributions  declared  during  the
quarter  ended April 1, 1997 were $439,000 amounting to  $0.11  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  April 1, 1997, the  Partnership's
proceeds  from  borrowings  amounted  to $5,083,000.  The  proceeds
were used primarily  to refinance  debt  to obtain favorable terms,
to  develop new restaurants  and to  replenish  operating  capital.
The  Partnership opened  one new  delivery/carryout  unit  and  one
new   dualbrand   location   during   the   first   quarter.    The
Partnership plans to  open  one additional  restaurant during 1997.
Management estimates that  approximately  $550,000  will be  needed
to   finance   the   development   of  the  new   restaurant.   The
Partnership   has  obtained   interim   financing   for   the   new
restaurant  and believes  that it can obtain  the  necessary  long-
term  financing.  Management  anticipates  spending  an  additional
$472,000  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.

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:  5/15/97           By:   \s\Hal W. McCoy 
      ---------                -----------------------
                               Hal W. McCoy
                               President and Chief Executive Officer



Date:  5/15/97           By:   \s\Terry Freund 
      ---------                ----------------------    
                               Terry Freund
                               Chief Financial Officer