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 September 24, 1996    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
          September 24, 1996 and December 26, 1995                  1


          Consolidated Statements of Income for
          the Three and Nine Periods Ended
          September 24, 1996 and September 26, 1995                 2


          Consolidated Statements of Cash Flows for
          the Nine Periods Ended September 24, 1996
          and September 26, 1995                                    3


          Notes to Consolidated Condensed Financial Statements    4-5


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


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

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







                         AMERICAN RESTAURANT PARTNERS, L.P.

                       CONSOLIDATED CONDENSED BALANCE SHEETS
                                    (Unaudited)


                                                 September 24,    December 26,
          ASSETS                                     1996             1995
          ------                                 ------------     ------------
Current assets:
  Cash and cash equivalents                     $    967,835     $    782,348
  Certificate of deposit                             338,710          232,219
  Accounts receivable                                130,838           76,605
  Due from affiliates                                 20,892           24,549
  Notes receivable from
   affiliates - current portion                       34,508           30,872
  Inventories                                        357,570          300,413
  Prepaid expenses                                   228,491          144,036
                                                  ----------       ----------
     Total current assets                          2,078,844        1,591,042
               
Net property and equipment                        15,584,680       12,475,753

Other assets:
  Franchise rights, net                            1,075,153        1,099,470
  Notes receivable from affiliates                   132,415          157,083
  Deposit with affiliate                             330,000          330,000
  Investment in affiliate                          2,678,078               -- 
  Other                                              663,519          480,998
                                                  ----------       ---------- 
                                                $ 22,542,689     $ 16,134,346
                                                  ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Current liabilities:
  Notes payable                                 $  3,211,605     $         -- 
  Accounts payable                                 2,475,089        1,903,977
  Due to affiliates                                   26,449           62,292
  Accrued payroll and other taxes                    284,269          319,902
  Accrued liabilities                              1,055,430          786,598
  Current portion of long-term debt                1,038,013          997,814
  Current portion of obligations
   under capital leases                               41,261           68,833
                                                  ----------       ----------
     Total current liabilities                     8,132,116        4,139,416

  Other noncurrent liabilities                        97,268           86,308
  Long-term debt                                  12,815,113        9,526,948
  Obligations under capital leases                 1,643,879        1,662,746
  General Partners' interest
    in Operating Partnership                         158,489          167,530

  Partners' capital:
    General Partners                                  (4,169)          (3,290)
    Limited Partners:
     Class A Income Preference                     6,390,898        6,572,923
     Classes B and C                              (5,367,224)      (4,688,254)
    Cost in excess of carrying value
     of assets acquired                           (1,323,681)      (1,323,681)
  Notes receivable from employees                         --           (6,300)
                                                  ----------       ----------
    Total partners' capital                         (304,176)         551,398
                                                  ----------       ----------
                                                $ 22,542,689     $ 16,134,346
                                                  ==========       ==========


                                See accompanying notes.

                                          

<TABLE>

                                      AMERICAN RESTAURANT PARTNERS, L.P.

                                      CONSOLIDATED STATEMENTS OF INCOME
                                                (Unaudited)

<CAPTION>
                                                 Three Periods Ended             Nine Periods Ended
                                                Sept. 24,     Sept. 26,         Sept. 24,     Sept. 26,
                                                  1996          1995              1996          1995
                                              -----------   -----------       -----------  ------------        
<S>                                           <C>           <C>               <C>           <C>            
Net sales                                     $10,032,758   $10,274,920       $29,776,278   $30,338,263

Operating costs and expenses:
  Cost of sales                                 2,736,810     2,688,469         7,851,190     8,002,238
  Restaurant labor and benefits                 2,593,929     2,657,742         7,725,217     7,932,631
  Advertising                                     732,905       652,979         2,054,180     1,905,612
  Other restaurant operating
   expenses exclusive of 
   depreciation and amortization                1,993,365     1,924,947         5,490,491     5,548,228
  General and administrative:
   Management fees                                697,636       713,492         2,067,990     2,105,836
   Other                                          207,381       263,148           628,654       590,013
  Depreciation and amortization                   439,865       385,728         1,206,534     1,109,302
  Equity in loss of affiliate                     270,069            --           321,928            -- 
                                               ----------    ----------        ----------    ----------       
       Income from operations                     360,798       988,415         2,430,094     3,144,403

Interest income                                    (7,486)      (12,475)          (25,296)      (29,444)
Interest expense                                  439,774       321,929         1,181,761       990,814
Gain on fire settlement                                --            --          (157,867)           -- 
                                               ----------    ----------        ----------    ----------     
Income before General Partners'
  interest in income of
  Operating Partnership                           (71,490)      678,961         1,431,496     2,183,033

General Partners' interest in
  income of Operating Partnership                    (715)        6,790            14,315        21,831
                                               ----------    ----------        ----------    ----------     
Net income                                    $   (70,775) $    672,171       $ 1,417,181   $ 2,161,202
                                               ==========    ==========        ==========    ========== 

Net income allocated to Partners:
  Class A Income Preference                   $   (14,489)  $   141,098       $   290,150   $   454,382
  Class B                                     $   (21,169)  $   199,784       $   423,614   $   642,091
  Class C                                     $   (35,117)  $   331,289       $   703,417   $ 1,064,729

Weighted average number of Partnership
  units outstanding during period:
  Class A Income Preference                       815,309       825,764           815,309       825,764
  Class B                                       1,191,167     1,169,216         1,190,339     1,166,898
  Class C                                       1,976,002     1,938,834         1,976,576     1,934,971

Net income per Partnership interest:
  Class A Income Preference                   $     (0.02)  $      0.17       $      0.36   $      0.55
  Class B                                     $     (0.02)  $      0.17       $      0.36   $      0.55
  Class C                                     $     (0.02)  $      0.17       $      0.36   $      0.55

Distributions per Partnership interest:
  Class A Income Preference                   $      0.16   $      0.16       $      0.58   $      0.48
  Class B                                     $      0.16   $      0.16       $      0.58   $      0.48
  Class C                                     $      0.16   $      0.16       $      0.58   $      0.48

<FN>

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





                           AMERICAN RESTAURANT PARTNERS, L.P.

                          CONSOLIDATED STATEMENTS OF CASH FLOW
                                       (Unaudited)


                                                      Nine Periods Ended
                                                   Sept. 24,        Sept. 26,
                                                      1996             1995
                                                   ----------      -----------
Cash flows from operating activities:
  Net income                                     $  1,417,181     $  2,161,202
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Depreciation and amortization                   1,206,534        1,109,302
    Provision for deferred rent                        10,960            7,322
    Provision for deferred compensation                 6,300           18,900
    Unit compensation expense                          15,900               -- 
    Equity in loss of affiliate                       321,928               -- 
    Loss on disposal of assets                         28,546           21,066
    Gain on fire settlement                          (157,867)              -- 
    General Partners' interest in net
     income of Operating Partnership                   14,315           21,831
  Net change in operating assets and liabilities:
    Accounts receivable                              (186,373)          26,033
    Due from affiliates                                 3,657           (1,308)
    Inventories                                       (57,157)         (16,081)
    Prepaid expenses                                  (84,455)         (90,010)
    Accounts payable                                  703,252          382,518
    Due to affiliates                                 (35,843)         (61,899)
    Accrued payroll and other taxes                   (35,633)          10,892
    Accrued liabilities                               268,832          (11,712)
    Other, net                                       (258,130)        (104,363)
                                                   ----------       ----------
       Net cash provided by
         operating activities                       3,181,947        3,473,693

Cash flows from investing activities:
  Investment in affiliate                          (3,000,000)              -- 
  Purchase of certificate of deposit                 (156,491)              -- 
  Redemption of certificate of deposit                 50,000          107,356
  Additions to property                            (4,274,008)        (810,294)
  Proceeds from sale of property                        7,351            4,975
  Collections of notes receivable from affiliates      21,032           13,270
  Funds advanced to affiliates                             --          (15,000)
  Net proceeds from fire settlement                   180,437               -- 
                                                   ----------       ----------  
       Net cash used in
         investing activities                      (7,171,679)        (699,693)
                                                    
Cash flows from financing activities:
  Payments on long-term borrowings                 (7,485,137)      (1,134,854)
  Proceeds from long-term borrowings               10,813,501          400,000
  Proceeds from short-term borrowings               3,211,605               -- 
  Payments on capital lease obligations               (46,439)         (51,932)
  Distributions to Partners                        (2,306,247)      (1,885,378)
  Proceeds from issuance of Class B and C units        55,500           37,500
  Repurchase of Class B and C units                   (44,208)              -- 
  General Partners' distributions
   from Operating Partnerships                        (23,356)         (19,044)
                                                   ----------       ----------
       Net cash provided by  
        (used in) financing activities              4,175,219       (2,653,708)
                                                   ----------       ----------
       Net increase in
        cash and cash equivalents                     185,487          120,292

Cash and cash equivalents at beginning of period      782,348          843,902
                                                   ----------       ----------
Cash and cash equivalents at end of period       $    967,835     $    964,194
                                                   ==========       ==========

                                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   subsidiary,  American  Pizza  Partners,  L.P.,  hereinafter
collectively referred to as the Partnership, and have been prepared
without  audit.  The Balance Sheet at December 26,  1995  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
26, 1995.

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 October 1, 1996 the Partnership declared a distribution of $0.16
per  unit  to  all  unitholders of record as of  October  12,  1996
payable on October 25, 1996.  The distribution is not reflected  in
the September 24, 1996 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.
(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  nine periods
ended  September  24,  1996  and  September  26,  1995,   assuming
consummation of  the  purchase  and financing  of the  $3.0 million
note payable as of December 28,  1994 are as follows:

                                           Nine Periods Ended
                                         Sept. 24,      Sept. 26,
                                           1996           1995
                                        -----------   -----------
Net sales                               $29,776,278   $30,338,263
Equity in earnings (loss)                  (273,322)      101,529
Net income                                 (400,866)    1,303,731
Net income per partnership interest
  Class A Income Preference             $     (0.10)  $      0.33
  Class B                               $     (0.10)  $      0.33
  Class C                               $     (0.10)  $      0.33


4.   Fire Settlement
     ---------------
During the quarter ended June 25, 1996, the Partnership incurred  a
fire  at  one  of  its restaurants.  The property was  insured  for
replacement cost and the Partnership realized a gain of $157,867.



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


RESULTS OF OPERATIONS
---------------------
As  of  September 24, 1996, the Partnership operated 55  Pizza  Hut
restaurants and seven Pizza Hut delivery/carryout facilities.

Quarter Ended September 24, 1996 Compared to Quarter Ended
----------------------------------------------------------
September 26, 1995
------------------
NET  SALES.   Net  sales for the quarter ended September  24,  1996
decreased $242,000 from $10,275,000 to $10,033,000, a 2.4% decrease
from  the  third  quarter  of  1995.  Comparable  restaurant  sales
decreased  4.0%.  This decrease can be attributed to  two  factors:
1) the continuing impact of sales increases in  1995 due to Stuffed 
Crust pizza and 2) increased competition in the Texas market.

INCOME  FROM OPERATIONS.  Income from operations decreased $627,000
from  $988,000 to $361,000, a 63.5% decrease from the same  quarter
in  1995.   As  a  percentage of net sales, income from  operations
decreased to 3.6% for the quarter ended September 24, 1996 compared
to  9.6%  for the quarter ended September 26, 1995.  Cost of  sales
increased  as a percentage of net sales from 26.2% for the  quarter
ended  September 26, 1995 to 27.3% for the quarter ended  September
24,  1996  due  to  record high cheese costs.  Labor  and  benefits
expense remained at 25.9% of net sales for both years.  Advertising
increased as a percentage of net sales from 6.4% in 1995 to 7.3% in
1996  as a result of increased advertising in 1996 due to increased
competition  and grand openings for new and remodeled  restaurants.
Operating  expenses increased to 19.9% of net sales  in  1996  from
18.7%  of  net sales in 1995 attributable to the effects  of  lower
sales volumes on fixed operating costs and an increase in insurance
expense  due to a $40,000  charge  related to workers'compensation.
General and  administrative  expenses  decreased  from 9.5% of net
sales in 1995 to  9.0%  of  net  sales in  1996.  Depreciation and
amortization expense increased  from 3.8% of  net sales in 1995 to
4.4% of net sales in 1996 due to construction  of  new restaurants
and remodels of existing restaurants.  Equity in loss of affiliate
amounted to 2.7% of net sales for the quarter ended  September 24,
1996.

NET  INCOME.   Net income decreased $743,000 to a  net  loss  of
$71,000 for the quarter ended September 24, 1996 compared to net
income  of  $672,000 for the quarter ended September  26,  1995.
This  decrease  is attributable to the decrease in  income  from
operations  noted  above combined with an increase  in  interest
expense of $118,000 due to additional debt primarily use to fund
the  acquisition  of a 45%  interest in  the thirty-two Oklahoma
restaurants and to develop new restaurants.



Nine Periods Ended September 24, 1996 Compared to Nine
------------------------------------------------------
Periods Ended September 26, 1995
--------------------------------
NET SALES.  Net sales for the nine periods ended September 24, 1996
decreased $562,000 from $30,338,000 to $29,776,000, a 1.9% decrease
from  the  first nine periods of 1995. Comparable restaurant  sales
decreased 2.2%. This decrease reflects the impact of sales increases
last year due to the successful introduction of Stuffed Crust Pizza.

INCOME FROM OPERATIONS.  Income from operations decreased $714,000,
or  22.7%,  from $3,144,000 for the first nine periods of  1995  to
$2,430,000 for the first nine periods of 1996.  As a percentage  of
net  sales, income from operations decreased to 8.2% for  the  nine
periods  ended September 24, 1996 compared to 10.4%  for  the  nine
periods ended September 26, 1995.  Cost of sales remained at  26.4%
of  net sales for both years.  Labor and benefits expense decreased
as  a  percentage of net sales from 26.1% in 1995 to 25.9% in 1996.
This  decrease  is  attributable to the inefficiencies  experienced
during  the  first  quarter of 1995 during the  implementation  and
follow-up of new procedures designed to improve product quality and
customer  service.   Advertising increased as a percentage  of  net
sales  from  6.3%  in  1995  to  6.9%  in  1996  due  to  increased
competition  and  efforts to minimize sales  decreases  experienced
while  climbing over last year's successful introduction of Stuffed
Crust  pizza. Operating expenses increased from 18.3% of net  sales
in  1995 to 18.4% of net sales in 1996.  General and administrative
expenses  increased from 8.9% of net sales in 1995 to 9.1%  of  net
sales  in  1996.   Depreciation and amortization expense  increased
from 3.7% of net sales in 1995 to 4.1% of net sales in 1996 due  to
the  construction  of  new  restaurants and  remodels  of  existing
restaurants.  Equity in loss of affiliate amounted to 1.1%  of  net
sales in 1996.

NET  INCOME.  Net income decreased $744,000 to $1,417,000  for  the
nine  periods  ended September 24, 1996 compared to $2,161,000  for
the  nine  periods  ended September 26, 1995. This  decrease  is  a
result  of  the  decrease in operating income  noted  above  and  a
$191,000  increase  in interest  expense  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.
A gain on fire settlement of $158,000 offset the decrease.


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  September  24,  1996  the Partnership  had  a  working  capital
deficiency  of $6,053,000 compared to a working capital  deficiency
of  $2,548,000  at  December 26, 1995.   The  increase  in  working
capital  deficiency is primarily a result of short-term  borrowings
for the construction of new restaurants.  The Partnership plans  to
refinance  the  notes on a long-term basis upon completion  of  the
restaurants.  The Partnership routinely operates  with  a  negative
working capital position which is common in the restaurant industry
and  which  results  from the cash sales nature of  the  restaurant
business and payment terms with vendors.

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


NET  CASH  PROVIDED BY OPERATING ACTIVITIES.  For the nine  periods
ended September 24, 1996, net cash provided by operating activities
amounted to $3,182,000 compared to $3,474,000 for the nine  periods
ended September 26, 1995.  This $292,000 decrease is primarily  the
result  of the decrease in net income noted above which was  offset
by an increase in accounts payable.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital expenditures for the nine periods ended September 24,  1996
were  $4,274,000,  of which $1,377,000 was for the  replacement  of
equipment in existing restaurants and $812,000 was for remodels  of
existing  restaurants.   The  remaining  $2,085,000  was  for   the
development  of  new  restaurants.  In  addition,  the  Partnership
invested  $3,000,000 in connection with its acquisition  of  a  45%
interest in Oklahoma Magic, L.P.

FINANCING ACTIVITIES.  Cash distributions declared during the  nine
periods ended September 24, 1996 were $2,306,000 amounting to $0.58
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 nine periods ended September 24, 1996 the Partnership's
proceeds  from borrowings amounted to $14,025,000.  These  proceeds
were used as follows:  $3,000,000 to fund the acquisition of a  45%
interest  in  a  newly  formed limited partnership  that  owns  and
operates  thirty-two Pizza Hut restaurants in Oklahoma,  $2,138,000
to  develop  new  restaurants, $619,000 for  remodels  of  existing
restaurants,   $1,734,000  to  replenish  operating   capital   and
$6,534,000  to  refinance  debt to  obtain  favorable  terms.   The
Partnership opened two new restaurants and relocated another  to  a
better  location  during  the first  nine  periods  of  1996.   The
Partnership   plans   to  open  two  red  roof   restaurants,   two
delivery/carryout  facilities and two convenience  store  locations
during  the  fourth  quarter  of 1996.  Management  estimates  that
approximately  $725,000 will be needed to finance the  construction
of  the  new  restaurants.  The Partnership  has  obtained  interim
financing  for  the  planned development  of  new  restaurants  and
remodels  of existing restaurants, and believes that it can  obtain
the necessary long-term financing.  Management anticipates spending
an  additional $159,000 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's entire focus during the fourth quarter is
on  increasing  sales and cash flow.  Rather than waiting  for  new
products   and   creative  marketing  from  the   franchisor,   the
Partnership  is concentrating on improving operations  in  existing
restaurants and experimenting with new areas of opportunity such as
dualbranding.

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:   11/7/96          By:   \s\ Hal W. McCoy 
       ----------             ------------------------  
                              Hal W. McCoy
                              President and Chief Executive Officer



Date:   11/7/96          By:   \s\ Terry Freund  
       ----------             -----------------------   
                              Terry Freund
                              Chief Financial Officer