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 June 30, 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
          June 30, 1998 and December 30, 1997                       1

          Consolidated Statements of Operations
          for the Three and Six Periods Ended
          June 30, 1998 and July 1, 1997                            2

          Consolidated Statements of Cash Flows for
          the Six Periods Ended June 30, 1998
          and July 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          7-11


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

Item 6.   Exhibits and Reports on Form 8-K                         12




                     AMERICAN RESTAURANT PARTNERS, L.P.

                   CONSOLIDATED CONDENSED BALANCE SHEETS
                                (Unaudited)


                                                      June 30,    December 30,
      ASSETS                                            1998          1997
--------------------------------                    -----------   ----------- 

Current assets:
 Cash and cash equivalents                          $ 1,685,236   $   509,398
 Investments available for sale,
  at fair market value                                  112,501       195,751
 Accounts receivable                                     86,256        84,447
 Due from affiliates                                     89,569        67,918
 Notes receivable from
  affiliates - current portion                           74,060        72,387
 Inventories                                            263,166       311,516
 Prepaid expenses                                       167,237       245,177
                                                     ----------    ----------
    Total current assets                              2,478,025     1,486,594

Net property and equipment                           16,289,295    16,828,156

Other assets:
 Franchise rights, net                                  939,139     1,010,616
 Notes receivable from affiliates                        56,519        75,899
 Deposit with affiliate                                 350,000       350,000
 Investment in Oklahoma Magic, L.P.                   1,761,802     1,795,774
 Other                                                  773,387       679,106
                                                     ----------    ----------
                                                    $22,648,167   $22,226,145
                                                     ==========    ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------

Current liabilities:
 Accounts payable                                   $ 1,529,929   $ 3,042,151
 Due to affiliates                                       82,197        50,539
 Accrued payroll and other taxes                        483,724       385,016
 Accrued liabilities                                    805,933       784,661
 Current portion of long-term debt                    2,005,317    12,899,728
 Current portion of obligations
  under capital leases                                   41,091        36,492
                                                     ----------    ---------- 
    Total current liabilities                         4,948,191    17,198,587

 Other noncurrent liabilities                           341,895       204,337
 Long-term debt                                      18,970,917     7,105,615
 Obligations under capital leases                     1,624,927     1,608,356
 General Partners' interest
   in Operating Partnership                             128,076       120,702

 Partners' capital (deficiency):
   General Partners                                      (7,142)       (7,864)
   Limited Partners:
    Class A Income Preference                         5,771,596     5,623,790
    Classes B and C                                  (7,742,037)   (8,322,372)
   Cost in excess of carrying value
    of assets acquired                               (1,323,681)   (1,323,681)
 Unrealized gain (loss) in investment securities        (64,575)       18,675
                                                     ----------    ----------
   Total partners' deficiency                        (3,365,839)   (4,011,452)
                                                     ----------    ---------- 
                                                    $22,648,167   $22,226,145
                                                     ==========    ==========  

                          See accompanying notes.



<TABLE>
                                  AMERICAN RESTAURANT PARTNERS, L.P.

                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                            (Unaudited)
<CAPTION>

                                               Three Periods Ended            Six Periods Ended   
                                               June 30,     July 1,          June 30,      July 1,
                                                1998         1997             1998          1997
                                              ----------   ----------       ----------   ----------
<S>                                          <C>          <C>              <C>          <C>   
Net sales                                    $ 9,461,329  $10,003,638      $18,687,975  $19,622,843

Operating costs and expenses:
 Cost of sales                                 2,325,864    2,749,859        4,756,696    5,301,151
 Restaurant labor and benefits                 2,650,274    2,799,367        5,278,474    5,587,206
 Advertising                                     621,964      676,505        1,232,765    1,237,796
 Other restaurant operating
  expenses exclusive of
  depreciation and amortization                1,698,582    1,957,244        3,413,372    3,832,413
 General and administrative:
  Management fees - related party                659,213      695,424        1,301,131    1,364,873
  Other                                          146,452      122,777          258,997      305,083
 Depreciation and amortization                   514,898      494,129          960,168      984,266
 Equity in (income)/loss of affiliate            (10,947)      95,692           14,376      170,005
                                              ----------   ----------       ----------   ----------
      Income from operations                     855,029      412,641        1,471,996      840,050

Interest income                                   (2,768)      (4,462)          (5,763)     (12,882)
Interest expense                                 660,197      537,448        1,213,385    1,099,981
Gain on life insurance settlement               (875,533)           -         (875,533)           -
                                              ----------   ----------       ----------   ----------
Income (loss) before General Partners'
 interest in income (loss) of
 Operating Partnership                         1,073,133     (120,345)       1,139,907     (247,049)
  
General Partners' interest in
 income (loss) of Operating Partnership           10,731       (1,203)          11,399       (2,470)
                                              ----------   ----------       ----------   ----------  
Net income (loss)                            $ 1,062,402  $  (119,142)     $ 1,128,508  $  (244,579)
                                              ==========   ==========       ==========   ==========

Net income (loss) allocated to Partners:
 Class A Income Preference                   $   216,783  $   (24,321)     $   230,272  $   (49,959)
 Class B                                     $   318,035  $   (35,662)     $   337,823  $   (73,195)
 Class C                                     $   527,584  $   (59,159)     $   560,413  $  (121,425)

Weighted average number of Partnership
 units outstanding during period:
 Class A Income Preference                       813,840      815,309          813,840      815,309
 Class B                                       1,193,852    1,195,499        1,193,852    1,194,505
 Class C                                       1,976,807    1,983,225        1,976,807    1,981,569

Basic and diluted net income (loss)
 per Partnership interest                    $      0.27  $     (0.03)     $      0.28  $     (0.06)

Distributions per Partnership interest       $      0.05  $      0.11      $      0.10  $      0.22




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








                     AMERICAN RESTAURANT PARTNERS, L.P.

                   CONSOLIDATED STATEMENTS OF CASH FLOW
                               (Unaudited)



                                                       June 30,       July 1,
                                                         1998          1997
                                                      ---------      --------
Cash flows from operating activities:
 Net income (loss)                                  $ 1,128,508    $ (244,579)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating
  activities:
   Depreciation and amortization                        960,168       984,266
   Provision for deferred rent                            8,184         5,033
   Unit compensation expense                                  -        11,737
   Equity in loss of affiliate                           14,376       170,005
   (Gain) loss on disposition of assets                  (5,331)       18,222
   Gain on insurance settlement                        (875,533)            -
   General Partners' interest in net
    income (loss) of Operating Partnership               11,399        (2,470)
 Net change in operating assets and liabilities:
   Accounts receivable                                   (1,809)      (31,693)
   Due from affiliates                                   (1,328)      (23,866)
   Inventories                                           48,350        40,697
   Prepaid expenses                                      77,940           914
   Accounts payable                                  (1,512,222)      346,443
   Due to affiliates                                     31,658        98,874
   Accrued payroll and other taxes                       98,708      (248,163)
   Accrued liabilities                                   21,272      (141,836)
   Other, net                                          (165,245)      (76,960)
                                                     ----------    ----------
      Net cash (used in) provided by
        operating activities                           (160,905)      906,624
                                                     
Cash flows from investing activities:
 Purchase of certificate of deposit                           -        (6,567)
 Redemption of certificate of deposit                         -       110,202
 Additions to property and equipment                   (325,554)   (1,208,840)
 Proceeds from sale of property and equipment            16,452           701
 Purchase of franchise rights                                 -       (15,000)
 Collections of notes receivable from affiliates         17,707        44,456
                                                     ----------    ----------
      Net cash used in
        investing activities                           (291,395)   (1,075,048)

Cash flows from financing activities:
 Payments on long-term borrowings                    (9,729,109)     (655,798)
 Proceeds from long-term borrowings                  10,700,000     1,743,180
 Proceeds from insurance settlement                   1,039,747             -
 Payments on capital lease obligations                  (17,748)       (7,130)
 Distributions to Partners                             (398,493)     (877,821)
 Proceeds from issuance of Class B and C units                -        53,250
 General Partners' distributions
  from Operating Partnerships                            (4,025)       (8,867)
 Other, net                                              37,766             -
                                                     ----------    ----------
      Net cash provided by
        financing activities                          1,628,138       246,814
                                                     ----------    ----------
      Net increase in
       cash and cash equivalents                      1,175,838        78,390
                                                     
Cash and cash equivalents at beginning of period        509,398       178,826
                                                     ----------    ----------
Cash and cash equivalents at end of period          $ 1,685,236   $   257,216
                                                     ==========    ==========


                         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  July 1, 1998, the Partnership declared a distribution of  $0.10
per  unit to all unitholders of record as of July 13, 1998, payable
on  July  31, 1998.  The distribution is not reflected in the  June
30, 1998 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"),
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:

                                          June 30,    December 30,
                                            1998          1997
                                         ----------    -----------
Balance sheet:
  Current assets                        $   639,792    $   543,764
  Noncurrent assets                       9,788,848      9,946,529
                                         ----------     ----------
                                        $10,428,640    $10,490,293
                                         ==========     ==========

  Current liabilities                   $ 6,640,675    $ 6,608,680
  Noncurrent liabilities                  2,198,615      2,260,317
  Partners' equity                        1,589,350      1,621,296
                                         ----------     ----------
                                        $10,428,640    $10,490,293
                                         ==========     ==========


                                             Six Periods Ended
                                           June 30,       July 1,
                                            1998           1997
                                        -----------   ------------   
Statement of Operations:
  Revenues                              $ 7,705,222    $ 7,832,363
  Cost of sales                           1,962,228      2,136,285
  Operating expenses                      5,449,372      5,790,417
                                         ----------     ----------
  Income (loss) from operations             293,622        (94,339)
  Other expense (principally interest)      325,568        283,446
                                         ----------     ----------
  Net loss                              $   (31,946)   $  (377,785)
                                         ==========     ==========

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.

The  matter was settled on August 11, 1998 with Magic paying HGO  a
Section  736(a)  guaranteed payment for  the  time  period  between
November 11, 1996 through the settlement date.  In addition,  Magic
purchased HGO's interest in Magic for $205,000 consisting  of  cash
of  $105,000  and  a $100,000 note at 8% interest for  five  years,
payable quarterly.  Magic also paid the two stockholders of HGO the
sum  of  $240,000 for a noncompete agreement prohibiting them  from
engaging in the pizza business for the next 60 months in any market
that  Magic operated in as of May 11, 1998. Upon completion of  the
settlement, the interest of the Partnership in Magic increased from
45%  to  60% which will require Magic to be consolidated  with  the
Partnership's consolidated financial statements in the future.


4.  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.


5.  Life Insurance Settlement
    -------------------------

During the quarter ended June 30, 1998 the Partnership collected on
a  life  insurance policy purchased in 1993 on one of its  original
investors.  This investor owned approximately 438,600 Class B and C
units.   The policy was purchased with the intent of providing  the
Partnership a means of repurchasing his units upon his death if his
heirs  so  desired.  The investor died in May of  this  year.   The
Partnership is currently in negotiations with the heirs to purchase
the units.



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


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

As  of June 30, 1998, the Partnership operated 53 traditional Pizza
Hut  red  roof restaurants, five delivery/carryout units and  three
dualbrand locations.

Three Periods Ended June 30, 1998 Compared to Three Periods
-----------------------------------------------------------
Ended July 1, 1997
------------------

NET  SALES.   Net sales for the three periods ended June  30,  1998
decreased $542,000 from $10,004,000 to $9,461,000, a 5.4%  decrease
from  the  same  three  periods of 1997. This decrease  was  almost
entirely  attributable to restaurants closed in 1997 as  comparable
restaurant sales decreased only 0.2%.

INCOME  FROM OPERATIONS.  Income from operations increased $442,000
from $413,000 to $855,000, a 107.2% increase over the three periods
ended  July  1,  1997.  As a percentage of net sales,  income  from
operations increased from 4.1% for the three periods ended July  1,
1997  to  9.0% for the three periods ended June 30, 1998.  Cost  of
sales decreased as a percentage of net sales from 27.5% in 1997  to
24.6%  in 1998.  Labor and benefits expense remained at 28% of  net
sales  for  both years despite the minimum wage increase that  took
effect September 1, 1997.  These margin improvements are the result
of  continued diligent follow-up and focus on efficiencies  in  the
restaurants.   Advertising decreased as a percentage of  net  sales
from  6.8%  in  1997 to 6.6% in 1998. Operating expenses  decreased
from  19.6%  of  net sales in 1997 to 18.0% 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 increased from  8.2%  of
net  sales in 1997 to 8.5% of net sales in 1998.  Depreciation  and
amortization expense increased from 4.9% of net sales  in  1997  to
5.4%  of  net  sales in 1998 due to the amortization  of  financing
costs.  Equity in earnings of affiliate amounted to income of  0.1%
of  net  sales in 1998 compared to a loss amounting to 1.0% of  net
sales in 1997.

NET  EARNINGS.  Net earnings increased $1,181,000 to net income  of
$1,062,000 for the quarter ended June 30, 1998 compared  to  a  net
loss of $119,000 for the quarter ended July 1, 1997. A gain on life
insurance  settlement  of  $876,000 is included  in  the  1998  net
income.  The remaining increase in net earnings is attributable  to
the  increase  in  income from operations  noted  above  net  of  a
$123,000 increase in interest expense.


Six Periods Ended June 30, 1998 Compared to Six Periods
-------------------------------------------------------
Ended July 1, 1997
------------------

NET  SALES.   Net  sales for the six periods ended  June  30,  1998
decreased $935,000 from $19,623,000 to $18,688,000, a 4.8% decrease
from  the  first  six periods of 1997. This decrease  was  entirely
attributable to restaurants closed in 1997 as comparable restaurant
sales increased 0.1%.

INCOME  FROM OPERATIONS.  Income from operations increased $632,000
from  $840,000 to $1,472,000, a 75.2% increase over the  first  six
periods  of  1997.   As  a  percentage of net  sales,  income  from
operations  increased from 4.3% for the six periods ended  July  1,
1997  to  7.9% for the quarter ended June 30, 1998.  Cost of  sales
decreased as a percentage of net sales from 27.0% for the first six
periods of 1997 to 25.5% for the first six periods of 1998.   Labor
and  benefits expense decreased as a percentage of net  sales  from
28.5%  in  1997 to 28.2% in 1998 despite the minimum wage  increase
that took effect September 1, 1997.  These margin improvements  are
the   result   of  continued  diligent  follow-up  and   focus   on
efficiencies  in  the  restaurants.   Advertising  increased  as  a
percentage  of  net  sales  from 6.3% in  1997  to  6.6%  in  1998.
Operating  expenses decreased from 19.5% of net sales  in  1997  to
18.3%  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 8.5% of net sales in 1997 to 8.3% of net  sales  in
1998.  Depreciation and amortization expense increased from 5.0% of
net  sales in 1997 to 5.1% of net sales in 1998.  This increase was
primarily  due  to the amortization of financing  costs  which  was
partially  offset by a decrease in depreciation due  to  restaurant
closings  and  consolidations during the fourth  quarter  of  1997.
Equity  in earnings of affiliate amounted to 0.1% of net  sales  in
1998 compared to 0.9% of net sales in 1997.

NET  EARNINGS.  Net earnings increased $1,374,000 to net income  of
$1,129,000  for the six periods ended June 30, 1998 compared  to  a
net  loss  of $245,000 for the six periods ended July 1,  1997.   A
gain  on life insurance settlement of $876,000 is included  in  the
1998  net  income.  The remaining increase is attributable  to  the
increase  in income from operations noted above net of  a  $113,000
increase in interest expense.


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

At  June  30, 1998 the Partnership had a working capital deficiency
of   $2,470,000  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 a  $10,894,000  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%  bringing the Partnership into compliance with the  fixed
charge  ratio.  The write-off of unamortized loan cost  related  to
this  refinancing  was  not material.  The  remaining  decrease  in
working capital deficiency is a result of an increase in cash and a
decrease  in accounts payable.  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 (USED IN) PROVIDED BY OPERATING ACTIVITIES.  For the  six
periods  ended June 30, 1998, net cash used in operating activities
amounted  to  $161,000 compared to net cash provided  by  operating
activities  of  $907,000 for the six periods ended  July  1,  1997.
This  decrease  is primarily the result of a decrease  in  accounts
payable of $1,512,000.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital  expenditures for the six periods ended June 30, 1998  were
$326,000 for replacement of equipment in existing restaurants.

FINANCING ACTIVITIES.  Cash distributions declared during  the  six
periods  ended June 30, 1998 were $398,000 amounting to  $0.10  per
unit  as compared to $878,000, or $0.22 per unit, during the  first
six  periods  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  six  periods  ended June 30, 1998,  the  Partnership's
proceeds   from  borrowings  amounted  to  $10,700,000   of   which
$9,633,000  was obtained to refinance existing debt and  $1,067,000
was  used primarily to replenish operating capital. The Partnership
plans   to   open  one  new  restaurant  during  1998.   Management
anticipates   spending  $211,000  for  recurring   replacement   of
equipment in existing restaurants during the remainder of the year.
These  expenditures  will  be  partially  financed  from  net  cash
provided  by operating activities and management believes that  the
Partnership  has the ability to obtain financing  as  needed.   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.

The  increase  in  operating  income for  the  second  quarter  was
primarily due to the continuing improvement in restaurant  margins,
and  an  increase  in the Partnership's share  of  earnings  of  an
affiliate which owns 27 Pizza Hut restaurants in the Oklahoma  City
area.  Magic, the Oklahoma affiliate of which the Partnership  owns
45%,  had  net earnings of $24,000 for the second quarter  of  1998
which  was  an  increase  of $239,000 from  the  $215,000  loss  it
sustained  in the second quarter of last year.  Magic's  comparable
restaurant sales increased 15.0% from the second quarter  of  1997.
In  addition, Magic's restaurant margins have also improved from  a
year  ago.   A  significant part of the improvement  in  restaurant
margins for the Partnership and its affiliate was in cost of sales.
Cheese  costs have dramatically increased in July and will  have  a
negative impact on margins in the third quarter of 1998.  Based  on
projections  from  the Partnership's major supplier,  cheese  costs
should decline in the fourth quarter of 1998.

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

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.

The  matter was settled on August 11, 1998 with Magic paying HGO  a
Section  736(a)  guaranteed payment for  the  time  period  between
November 11, 1996 through the settlement date.  In addition,  Magic
purchased HGO's interest in Magic for $205,000 consisting  of  cash
of  $105,000  and  a $100,000 note at 8% interest for  five  years,
payable quarterly.  Magic also paid the two stockholders of HGO the
sum  of  $240,000 for a noncompete agreement prohibiting them  from
engaging in the pizza business for the next 60 months in any market
that  Magic operated in as of May 11, 1998. Upon completion of  the
settlement, the interest of the Partnership in Magic increased from
45%  to  60% which will require Magic to be consolidated  with  the
Partnership's consolidated financial statements in the future.

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: 8/14/98            By:  /s/Hal W. McCoy  
      -------                 --------------------
                              Hal W. McCoy
                              President and Chief Executive Officer



Date: 8/14/98            By:  /s/Terry Freund  
      -------                 -------------------
                              Terry Freund
                              Chief Financial Officer