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 30, 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
          September 30, 1997 and December 31, 1996                  1

          Consolidated Statements of Operations
          for the Three and Nine Periods Ended
          September 30, 1997 and September 24, 1996                 2

          Consolidated Statements of Cash Flows for
          the Nine Periods Ended September 30, 1997
          and September 24, 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          6-10


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

Item 5.   Other Information                                     11-15

Item 6.   Exhibits and Reports on Form 8-K                         16

Exhibit 99.1 Financial News Release Annoucing Application to
             Withdraw from Listing on American Stock Exchange   17-19

Exhibit 99.2 Financial News Release Announcing Permanent
             Suspension of Trading of Units on American
             Stock Exchange                                        20





                       AMERICAN RESTAURANT PARTNERS, L.P.

                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (Unaudited)


                                                 September 30,    December 31,
        ASSETS                                       1997             1996
---------------------------------                ------------     ----------- 
Current assets:
  Cash and cash equivalents                     $     44,359     $    178,826
  Certificate of deposit                               4,000          157,635
  Investments available for sale,
  at fair market value                               245,251          132,751
  Accounts receivable                                127,894          155,724
  Due from affiliates                                 66,537           19,415
  Notes receivable from
   affiliates - current portion                       76,508           84,631
  Inventories                                        286,275          344,003
  Prepaid expenses                                   243,958          212,008
                                                 -----------      -----------   
     Total current assets                          1,094,782        1,284,993

Net property and equipment                        17,581,406       17,620,268

Other assets:
  Franchise rights, net                            1,044,832        1,084,080
  Notes receivable from affiliates                    93,672          113,410
  Deposit with affiliate                             350,000          350,000
  Investment in Oklahoma Magic, L.P.               2,299,796        2,624,368
  Other                                              687,999          667,964
                                                 -----------      -----------
                                                $ 23,152,487     $ 23,745,083
                                                 ===========      ===========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------
Current liabilities:
  Accounts payable                              $  2,174,206     $  2,115,502
  Due to affiliates                                   37,941           88,654
  Accrued payroll and other taxes                    421,379          545,816
  Accrued liabilities                                877,196        1,008,937
  Current portion of long-term debt               10,106,605        1,428,630
  Current portion of obligations
   under capital leases                               36,015           32,760
                                                 -----------      ----------- 
     Total current liabilities                    13,653,342        5,220,299

  Other noncurrent liabilities                       166,621          197,308
  Long-term debt                                   9,751,400       17,430,692
  Obligations under capital leases                 1,615,479        1,632,284
  General Partners' interest
    in Operating Partnership                         138,561          153,737

  Partners' capital (deficiency):
    General Partners                                  (6,611)          (4,634)
    Limited Partners:
     Class A Income Preference                     5,988,235        6,294,520
     Classes B and C                              (6,899,034)      (5,811,117)
    Cost in excess of carrying value
     of assets acquired                           (1,323,681)      (1,323,681)
  Unrealized loss in investment securities            68,175          (44,325)
                                                 -----------      ----------- 
    Total partners' deficiency                    (2,172,916)        (889,237)
                                                 -----------      ----------- 
                                                $ 23,152,487     $ 23,745,083
                                                 ===========      ===========   

                             See accompanying notes.


<TABLE>

                                      AMERICAN RESTAURANT PARTNERS, L.P.

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                (Unaudited)
<CAPTION>

                                                 Three Periods Ended              Nine Periods Ended
                                              September 30, September 24,     September 30, September 24,
                                                  1997          1996              1997          1996
                                              ------------  ------------      ------------  ------------
<S>                                           <C>           <C>               <C>           <C>  
Net sales                                     $ 9,929,607   $10,032,758       $29,552,450   $29,776,278

Operating costs and expenses:
  Cost of sales                                 2,687,142     2,736,810         7,988,293     7,851,190
  Restaurant labor and benefits                 2,773,287     2,593,929         8,360,493     7,725,217
  Advertising                                     636,154       732,905         1,873,950     2,054,180
  Other restaurant operating
   expenses exclusive of 
   depreciation and amortization                1,999,478     1,993,365         5,831,891     5,490,491
  General and administrative:
   Management fees                                690,102       697,636         2,054,975     2,067,990
   Other                                          109,309       207,381           414,392       628,654
  Depreciation and amortization                   510,518       439,865         1,494,784     1,206,534
  Equity in loss of affiliate                     154,566       270,069           324,571       321,928
                                               ----------    ---------- 
       Income from operations                     369,051       360,798         1,209,101     2,430,094

Interest income                                    (4,776)       (7,486)          (17,658)      (25,296)
Interest expense                                  556,070       439,774         1,656,051     1,181,761
Gain on fire settlement                                --            --               --       (157,867)
                                               ----------    ----------
Income (loss) before General Partners'
  interest in income (loss) of
  Operating Partnership                          (182,243)      (71,490)         (429,292)    1,431,496

General Partners' interest in
  income (loss) of Operating Partnership           (1,822)         (715)           (4,293)       14,315
                                               ----------    ----------
Net income (loss)                             $  (180,421)  $   (70,775)      $  (424,999)  $ 1,417,181
                                               ==========    ==========

Net income (loss) allocated to Partners:
  Class A Income Preference                   $   (36,812)  $   (14,489)      $   (86,781)  $   290,150
  Class B                                     $   (54,011)  $   (21,169)      $  (127,202)  $   423,614
  Class C                                     $   (89,598)  $   (35,117)      $  (211,016)  $   703,417

Weighted average number of Partnership
  units outstanding during period:
  Class A Income Preference                       815,309       815,309           815,309       815,309
  Class B                                       1,196,202     1,191,167         1,195,071     1,190,339
  Class C                                       1,984,397     1,976,002         1,982,512     1,976,576

Net income (loss) per Partnership interest:
  Class A Income Preference                   $     (0.05)  $     (0.02)      $     (0.11)  $      0.36
  Class B                                     $     (0.05)  $     (0.02)      $     (0.11)  $      0.36
  Class C                                     $     (0.05)  $     (0.02)      $     (0.11)  $      0.36

Distributions per Partnership interest:
  Class A Income Preference                   $      0.05   $      0.16       $      0.27   $      0.58
  Class B                                     $      0.05   $      0.16       $      0.27   $      0.58
  Class C                                     $      0.05   $      0.16       $      0.27   $      0.58

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




                       AMERICAN RESTAURANT PARTNERS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)


                                                     Nine Periods Ended
                                                 September 30,   September 24,
                                                     1997             1996
                                                 ------------    ------------
Cash flows from operating activities:
  Net income (loss)                             $   (424,999)    $  1,417,181
  Adjustments to reconcile net income (loss)
   to net cash provided by operating
   activities:
    Depreciation and amortization                  1,494,784        1,206,534
    Provision for deferred rent                        7,550           10,960
    Provision for deferred compensation                   --            6,300
    Unit compensation expense                         11,737           15,900
    Equity in loss of affiliate                      324,572          321,928
    Loss on disposal of assets                        18,652           28,546
    Gain on fire settlement                               --         (157,867)
    General Partners' interest in net
     income (loss) of Operating Partnership           (4,293)          14,315
  Net change in operating assets and liabilities:
    Accounts receivable                               27,830         (186,373)
    Due from affiliates                              (47,122)           3,657
    Inventories                                       57,728          (57,157)
    Prepaid expenses                                 (31,950)         (84,455)
    Accounts payable                                  58,704          703,252
    Due to affiliates                                (50,713)         (35,843)
    Accrued payroll and other taxes                 (124,437)         (35,633)
    Accrued liabilities                             (131,741)         268,832
    Other, net                                      (106,382)        (258,130)
                                                  ----------       ----------
       Net cash provided by
         operating activities                      1,079,920        3,181,947
                                      
Cash flows from investing activities:
  Investment in affiliate                                 --       (3,000,000)
  Purchase of certificate of deposit                  (6,567)        (156,491)
  Redemption of certificate of deposit               160,202           50,000
  Additions to property                           (1,372,917)      (4,274,008)
  Proceeds from sale of property                         701            7,351
  Purchase of franchise rights                       (15,000)              -- 
  Collections of notes receivable from affiliates     65,361           21,032
  Net proceeds from fire settlement                       --          180,437
                                                  ----------       ----------
       Net cash used in
         investing activities                     (1,168,220)      (7,171,679)

Cash flows from financing activities:
  Payments on long-term borrowings                (1,070,317)      (7,485,137)
  Proceeds from long-term borrowings               2,069,000       10,813,501
  Proceeds from short-term borrowings                     --        3,211,605
  Payments on capital lease obligations              (13,550)         (46,439)
  Distributions to Partners                       (1,077,417)      (2,306,247)
  Proceeds from issuance of Class B and C units       57,000           55,500
  Repurchase of Class B and C units                       --          (44,208)
  General Partners' distributions
   from Operating Partnerships                       (10,883)         (23,356)
                                                  ----------       ----------
       Net cash provided by  
        (used in) financing activities               (46,167)       4,175,219
                                                  ----------       ----------
       Net increase (decrease) in
        cash and cash equivalents                   (134,467)         185,487

Cash and cash equivalents at beginning of period     178,826          782,348
                                                  ----------       ----------
Cash and cash equivalents at end of period      $     44,359     $    967,835
                                                  ==========       ==========

                                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 LLP, 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 October 1, 1997 the Partnership declared a distribution of $0.05
per  unit  to  all  unitholders of record as of  October  13,  1997
payable on October 31, 1997.  The distribution is not reflected  in
the September 30, 1997 consolidated condensed financial statements.


3.  Long-Term Debt - Covenant Noncompliance
    ---------------------------------------
The  Partnership has met all scheduled debt payments;  however,  at
September 30, 1997, it was not in compliance with the fixed  charge
ratio  required by the loan covenants under the borrowing agreement
with  Heller  Financial,  Inc.  Accordingly,  the  Partnership  has
classified the entire amount payable to Heller Financial,  Inc.  of
$2,096,000  as a current liability in the accompanying consolidated
balance sheet.  As a result of the default, Heller Financial,  Inc.
has  the option to increase the interest rate two percent over  the
rate the Partnership is currently paying.


4.   Recently Issued Accounting Standards
     ------------------------------------
In  February 1997, the Financial Accounting Standards Board  issued
Statement  of  Accounting Standards No. 128, "Earnings  per  Share"
("FAS  128"),  which specifies the computation,  presentation,  and
disclosure  requirements for earnings per share with the  objective
to  simplify  the computation of earnings per share.   FAS  128  is
effective  for  financial  statements  for  periods  ending   after
December 15, 1997 and earlier application is not permitted.   After
the  effective date, all prior period earnings per share data shall
be  restated  to  conform  with the provisions  of  FAS  128.   The
adoption  of FAS 128 is not expected to have a material  impact  on
the Partnership's earnings per share data.





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


RESULTS OF OPERATIONS
---------------------
As  of  September 30, 1997, the Partnership operated 54 traditional
Pizza  Hut  red roof restaurants, six delivery/carryout units,  one
convenience store location and three dualbrand locations.

Quarter Ended September 30, 1997 Compared to Quarter Ended
----------------------------------------------------------
September 24, 1996
------------------
NET  SALES.   Net  sales for the quarter ended September  30,  1997
decreased  $103,000,  or  1.0%,  from  $10,033,000  to  $9,930,000.
Comparable  restaurant  sales  decreased  4.7%  primarily  due   to
increased competition in the Texas market.

INCOME  FROM  OPERATIONS.  Income from operations increased  $8,000
from $361,000 to $369,000, a 2.2% increase over the same quarter in
1996.   As  a  percentage  of  net sales,  income  from  operations
increased  from 3.6% for the quarter ended September  24,  1996  to
3.7%  for  the  quarter ended September 30, 1997.   Cost  of  sales
decreased  as a percentage of net sales from 27.3% for the  quarter
ended  September 24, 1996 to 27.1% for the quarter ended  September
30,  1997  which is principally attributable to record high  cheese
costs  experienced last year during the third quarter.   Labor  and
benefits expense increased as a percentage of net sales from  25.9%
in  1996  to  27.9% in 1997 as a result of minimum  wage  increases
implemented  October 1, 1996 and September 1, 1997 and  lower  same
store  sales. Advertising decreased from 7.3% of net sales in  1996
to 6.4% of net sales in 1997. Operating expenses increased to 20.1%
of  net  sales in 1997 from 19.9% of net sales in 1996 due  to  the
effects  of  lower  same  store sales  on  fixed  operating  costs.
General  and  administrative expenses decreased from  9.0%  of  net
sales  in  1996 to 8.1% of net sales in 1997 due to a  decrease  in
bonuses  paid  on operating results. Depreciation and  amortization
expense  increased from 4.4% of net sales in 1996 to  5.1%  of  net
sales  in  1997 due to construction of new restaurants and remodels
of  existing restaurants during 1996 and the first six  periods  of
1997.   Equity in loss of affiliate amounted to 1.6% of  net  sales
for  the quarter ended September 30, 1997 compared to 2.7%  of  net
sales for the same quarter last year.

NET  EARNINGS.  Net earnings decreased $109,000 to a  net  loss  of
$180,000 for the quarter ended September 30, 1997 compared to a net
loss  of  $71,000 for the quarter ended September  24,  1996.  This
decrease  is  attributable to an increase in  interest  expense  of
$116,000  due  to  additional  debt  primarily  used  to  fund  the
acquisition   of  the  Oklahoma  affiliate  and  to   develop   new
restaurants.


Nine Periods Ended September 30, 1997 Compared to Nine Periods
--------------------------------------------------------------
Ended September 24, 1996
------------------------
NET SALES.  Net sales for the nine periods ended September 30, 1997
decreased $224,000 from $29,776,000 to $29,552,000, a 0.8% decrease
from  the  first nine periods of 1996. Comparable restaurant  sales
decreased 6.1% primarily due to increased competition in the  Texas
market.

INCOME   FROM   OPERATIONS.   Income  from   operations   decreased
$1,221,000 from $2,430,000 to $1,209,000, a 50.2% decrease from the
first  nine periods of 1996.  As a percentage of net sales,  income
from  operations  decreased from 8.2% for the  nine  periods  ended
September 24, 1996 to 4.1% for the nine periods ended September 30,
1997.   Cost  of sales increased as a percentage of net sales  from
26.4%  for  the nine periods ended September 24, 1996 to 27.0%  for
the nine periods ended September 30, 1997 primarily due to the free
sampling program during the second quarter of 1997 introducing  new
higher  quality  pizzas with better tasting, higher cost  toppings.
Labor  and benefits expense increased as a percentage of net  sales
from 25.9% in 1996 to 28.3% in 1997 as a result of the minimum wage
increases  and lower same store sales. Advertising decreased  as  a
percentage  of  net  sales  from 6.9% in  1996  to  6.3%  in  1997.
Operating  expenses increased from 18.4% of net sales  in  1996  to
19.7%  of  net sales in 1997 attributable to the effects  of  lower
same   store   sales   on  fixed  operating  costs.   General   and
administrative expenses decreased from 9.1% of net sales in 1996 to
8.4%  of  net sales in 1997.  Depreciation and amortization expense
increased  from 4.1% 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 six periods of 1997.
Equity  in loss of affiliate amounted to 1.1% of net sales in  both
years.

NET  EARNINGS.  Net earnings decreased $1,842,000 to a net loss  of
$425,000 for the nine periods ended September 30, 1997 compared  to
net  income of $1,417,000 for the nine periods ended September  24,
1996. This decrease is attributable to the decrease in income  from
operations  noted  above  combined with  an  increase  in  interest
expense  of $474,000 due to additional debt primarily used to  fund
the acquisition of a 45% interest in the Oklahoma affiliate and  to
develop  new restaurants.  The 1996 net earnings include a $158,000
gain on fire settlement.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At  September  30,  1997  the Partnership  had  a  working  capital
deficiency  of $12,559,000 compared to a working capital deficiency
of  $3,935,000  at December 31, 1996.  Approximately $1,703,000  of
the  working capital deficiency at September 30, 1997 results  from
the  classification  of  the  entire amount  of  outstanding  notes
payable  to  Heller Financial, Inc. as a current liability  because
the  Partnership  was  in  default of the  fixed  charge  ratio  at
September  30,  1997.   There  have  been  no  defaults  in  making
scheduled payments of either principal or interest.  As a result of
the  default, Heller Financial, Inc. has the option to increase the
interest  rate  two percent over the rate that the  Partnership  is
currently  paying.  The  remaining  increase  in  working   capital
deficiency  of  $6,921,000 is a result of an  increase  in  current
portion  of long-term debt used primarily to acquire a 45% interest
in  Oklahoma  Magic, L.P. and for development of  new  restaurants.
The  Partnership plans to refinance the notes on a long-term  basis
during  1997.  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.

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.   See
Part II - Other Information.


NET  CASH  PROVIDED BY OPERATING ACTIVITIES.  For the nine  periods
ended September 30, 1997, net cash provided by operating activities
amounted to $1,080,000 compared to $3,182,000 for the nine  periods
ended September 24, 1996.  This decrease is primarily the result of
the decrease in net earnings.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital expenditures for the nine periods ended September 30,  1997
were  $1,373,000,  of  which $725,000 was for  the  replacement  of
equipment  in  existing  restaurants  and  $648,000  was  for   the
development of new restaurants.

FINANCING ACTIVITIES.  Cash distributions declared during the  nine
periods ended September 30, 1997 were $1,077,000 amounting to $0.27
per  unit as compared to $2,306,000, or $0.58 per unit, during  the
first   nine   periods  of  1996.  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.  The
reduction  in  cash distributions from the prior year reflects  the
decline in operating revenues.

During  the nine periods ended September 30, 1997, the Partnership's
proceeds from borrowings amounted to $2,069,000.  The proceeds  were
used primarily to develop new restaurants and to replenish operating
capital.  The Partnership has opened two new dualbrand locations  in
1997  and converted a traditional red roof restaurant to a dualbrand
location. Management anticipates spending an additional $98,000  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  a
decision  not to replace equipment due to inadequate net  cash  flow
from operating activities or other reasons.

OTHER   MATTERS.   The  Partnership,  through  its  minority  owned
subsidiary, Oklahoma Magic, L.P. (Magic), is involved in a  dispute
with  Hospitality Group of Oklahoma, Inc. (HGO), the former  owners
of  the  thirty-three Oklahoma restaurants that were  purchased  by
Magic in March 1996.  In November, 1996 Magic notified HGO that  it
is  seeking  to terminate HGO's interest in Magic pursuant  to  the
terms  of the Partnership Agreement for alleged violations  of  the
Pizza  Hut  Franchise Agreement and the alleged  occurrence  of  an
Adverse  Terminating Event as defined in the Partnership Agreement.
Magic  alleges  that  HGO  contacted and offered  employment  to  a
significant number of the management employees of Magic. Magic  has
also alleged that HGO made certain misrepresentations in connection
with  the  formation of Magic.  HGO has denied that such  franchise
violations have occurred and that it made any misrepresentations at
the   formation  of  Magic.  The  matter  has  been  submitted   to
arbitration.  In the arbitration proceeding, HGO has asserted  that
it  was  fraudulently induced to enter into the  Magic  Partnership
Agreement by Restaurant Management Company of Wichita, Inc. and was
further damaged by alleged mismanagement of the operations.  HGO is
seeking   recision  of  the  purchase  and  contribution   of   the
restaurants  or  in  the  alternative  compensatory  and   punitive
damages.   The parties continue to seek to resolve the disagreement
through negotiation and mediation.  If Magic prevails, the interest
of  HGO in Magic will be purchased by Magic and the interest of the
Partnership  in Magic will likely increase from 45%  to  60%.   The
amount of damages sought by HGO has not been enumerated.

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 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 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 5.  Other Information
         -----------------
     The  Class A Units (formerly Class A Income Preference  Units)
of  limited  partnership interests ("Units") of American Restaurant
Partners, L.P., a Delaware limited partnership ("Registrant"),  are
listed for trading on the American Stock Exchange.

     Registrant  has  complied with Rule 18 of the  American  Stock
Exchange by filing with such Exchange a certified copy of preambles
and  resolutions adopted by the two general partners of  Registrant
authorizing  the  withdrawal  of the  Units  from  listing  on  the
American  Stock  Exchange and by setting forth in  detail  to  such
Exchange the reasons for such proposed withdrawal, and the facts in
support  thereof.    In making the decision to withdraw  its  Units
from  listing  on  the  American  Stock  Exchange,  the  Registrant
considered the facts set forth below and determined that it was  in
the best interests of the holders of the Units that such withdrawal
be effected.

     Registrant's decision to delist the Units is based on a change
in  the  federal income tax laws that, for the first time effective
January  1, 1998, will, unless Registrant takes appropriate action,
subject  Registrant  to taxation as a corporation.   Prior  to  the
adoption  of  the Revenue Act of 1987, all partnerships  which  met
certain  tests  were  eligible to be taxed  as  partnerships.   The
effect  of  that method of income taxation was that the partnership
paid  no  income tax on its income and the partners were  taxed  on
their proportionate share of the partnership's income allocable  to
them.   The new statute added Section 7704 to the Internal  Revenue
Code.

       Section  7704  of the Internal Revenue Code  provides  rules
applicable  to  taxation of publicly traded  partnerships  ("PTPs")
and,  as  a  subset, publicly traded limited partnerships  such  as
Registrant  ("PTLPs").    I.R.C. Section 7704,  which  governs  the
taxation  of  PTPs,  defines  a PTP as  any  partnership  in  which
interests   of  the  partnership  are  traded  on  "an  established
securities market" or "readily traded on a secondary market (or the
substantial equivalent thereof)."  Under the Internal Revenue Code,
Registrant  is  considered  a publicly traded  limited  partnership
because it currently trades on the American Stock Exchange.  I.R.C.
Section 7704 further provides that a PTP with securities trading on
an  "established securities market" will be taxed as a  corporation
with the effect that the partnership will pay income taxes and  the
partners  will then pay additional taxes on distributions  received
by  them thereby substantially increasing the total taxation of the
partnership's distributed income in the case of Registrant.

     To date, Registrant is not subject to the provisions of I.R.C.
Section  7704, which require that a PTP be taxed as a  corporation.
However,  the  grandfather  clause that  shelters  Registrant  from
I.R.C. Section 7704's provisions expires on December 31, 1997.   As
a result, Registrant will be subject to I.R.C. Section 7704 for all
tax years subsequent to December 31, 1997.  Accordingly, Registrant
must  delist from the American Stock Exchange by December 31, 1997,
in  order  to  no  longer  be  considered  to  be  trading  on  "an
established securities market."

     The  general  partners of Registrant have  considered  various
alternative  ways to ameliorate the harsh effects of Section  7704,
including a tender offer for all of the Units, but, in the  opinion
of  the two general partners, the only feasible ameliorative effort
that  now  remains  is  to  take  the  actions  required  to  cause
Registrant not to trade on "an established securities market"  and,
thereby be classified as a PTP.

     The  Internal  Revenue Service has published its Notice  88-75
(1988-2  C.B.  386)  in  which  it has established  guidelines  for
partnerships,  such  as  Registrant, to  continue  being  taxed  as
partnerships.  Notice 88-75 provides two safe harbors, to determine
if  Registrant is trading on a secondary market (or the substantial
equivalent  thereof), after Registrant delists.   One  safe  harbor
provides that interests in a partnership are not treated as readily
tradable on a secondary market if less than 5% of the interests  in
the  partnership  are  sold or otherwise  disposed  of  during  the
taxable  year.   Registrant is able to meet this test  because  its
partnership agreement contains a provision permitting it to  refuse
to   recognize  attempted  transfers  of  Units  that  would  cause
Registrant to be taxed as a corporation.

     Accordingly,  after  investigating  other  alternatives,   the
general partners of Registrant have decided that it is in the  best
interests  of the holders of Units, as well as the holders  of  the
other  equity interests in Registrant, to cause Registrant to  take
all  such actions as are required in order to come within the "safe
harbor"  set forth in Notice 88-75.  The details of such  procedure
have  not been finally determined, but upon their completion,  such
procedure will be described in a written notification to  all  Unit
holders   and  in  a  filing  with  the  Securities  and   Exchange
Commission.   It  is  not  anticipated  that  there  will  be   any
substantial delay in finalizing such procedures.
     
     In  addition to the 5% of transfers allowed pursuant to Notice
88-75, the Treasury Regulations also provide that a partnership can
establish  a  redemption and repurchase agreement and  a  qualified
matching  service  as additional ways for unitholders  to  exchange
their interests.  Under the Regulations, exchanges made pursuant to
either  a  redemption  and  repurchase  agreement  or  a  qualified
matching  service are disregarded in determining whether  interests
in  the partnership are readily tradable on a secondary market.  In
other  words, an exchange of units pursuant to either a  redemption
and  repurchase agreement or a qualified matching service are ways,
in  addition to the 5% under Notice 88-75, for unitholders to trade
their  units.   Accordingly,  Registrant  intends  to  establish  a
qualified   matching  service  in  accordance  with  the   Treasury
Regulations and may later put in place a  redemption and repurchase
agreement  so as to provide other ways for unitholders to  exchange
their units.

A REDEMPTION AND REPURCHASE AGREEMENT

     At the present time, Registrant is not planning to institute a
redemption  and  repurchase agreement; however,  a  redemption  and
repurchase  agreement plan may be developed  in  the  future.   Any
redemption  and  repurchase agreement adopted  by  Registrant  will
provide  that  the redemption or repurchase cannot occur  until  at
least  60  calendar days after the partner notifies the partnership
in   writing  of  his  intention  to  exercise  the  redemption  or
repurchase  right.   The  redemption or repurchase  agreement  will
require   that  the  redemption  or  repurchase  price  cannot   be
established until at least 60 calendar days after receipt  of  such
notification by the partnership or the partner.  Alternatively, the
redemption or repurchase price cannot be established more than four
times  during  the  partnership's taxable year.  Additionally,  the
redemption  and repurchase agreement will provide that the  sum  of
the  percentage  interests in the partnership  capital  or  profits
transferred  during  the  taxable year of  the  partnership  cannot
exceed  10%  of  the  total  interests in partnership  capital  and
profits.

QUALIFIED MATCHING SERVICE

     Registrant's qualified matching service will be structured  in
the following manner:

     1.   The  matching  service will consist of a computerized  or
          printed listing that will list the customer's bid  and/or
          ask  quotes in order to match partners who want  to  sell
          their interests in Registrant with a person who wants  to
          buy those interests.
     
     2.   The  matching  service will occur either by matching  the
          list  of  interested buyers with the list  of  interested
          sellers  or  through  a  bid  ask  process  that   allows
          interested buyers to bid on the listed interest.
     
     3.   The selling partner will not be able to enter into a
          binding  agreement to sell his interest  until  the  15th
          calendar  day  after the date information  regarding  the
          offering  of  his interest for sale is made available  to
          potential buyers.
     
     4.   The  closing  of  the  sale effected  by  virtue  of  the
          matching  service cannot occur prior to the 45th calendar
          day after the date information regarding the offering  of
          the  interest  for  sale is made available  to  potential
          buyers.
     
     5.   The matching service will display only quotes that do not
          commit  any person to buy or sell a partnership  interest
          at the quoted price (nonfirm price quotes) or quotes that
          express  interest  in  partnership  interest  without  an
          accompanying  price (nonbinding indications of  interest)
          and  will  not  display quotes in  which  any  person  is
          committed  to buy or sell a partnership interest  at  the
          quoted price (firm quotes).
     
     6.   The  selling  partner's information will be removed  from
          the  matching service within 120 calendar days after  the
          date  information regarding the offering of the  interest
          for  sale  is  made  available to potential  buyers  and,
          following   any   removal   of  the   selling   partner's
          information from the matching service, no offer  to  sell
          an  interest in the partnership can be entered  into  the
          matching  service by the selling partner for at least  60
          calendar days.
     
     7.   The  sum  of  the percentage interests in the partnership
          capital  or  profits transferred during the taxable  year
          cannot   exceed  10%  of  the  total  interests  in   the
          partnership capital or profits.


     So  long  as  the  Units are reported with the Securities  and
Exchange  Commission under its Securities Exchange Act of 1934,  as
amended,  Registrant  will continue sending  annual  and  quarterly
reports  containing financial statements and other  information  to
Unit   holders   much  as  it  has  been  doing.   Registrant   has
approximately 1200 record holders of Units and is not  eligible  to
terminate  the  registration of the Units with the  Securities  and
Exchange  Commission  under the Securities Exchange  Act  of  1934.
Pursuant  to  Rule 12g-2 of the Securities and Exchange Commission,
the Registrant shall continue to be obligated to file reports under
Section 13 of the Securities Exchange Act of 1934, as amended.
     
     The  American Stock Exchange has informed the Registrant  that
it  has  no  objection to the withdrawal of the Registrant's  Units
from  listing  on the American Stock Exchange. The  American  Stock
Exchange  has  informed  Registrant, in  an  amended  letter,  that
because of Registrant's application to delist pursuant to Rule  18,
it has permanently suspended trading of Registrant's Units.

     Registrant  issued a press release describing this Application
on  Thursday, November 13, 1997.  Registrant issued a second  press
release on Friday, November 14, 1997, and will mail a copy of  both
press   releases  to  all  Unit  holders  of  record  as  soon   as
practicable.  A copy of both press releases are Exhibits  99.1  and
99.2 hereto.
     
     By reason of the foregoing, Registrant applies to withdraw its
Units  from  listing  and  registration  with  the  American  Stock
Exchange  as  soon as practicable, but no later than  December  31,
1997.






Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
    (a)  Exhibits                                             Page
                                                              ----
         99.1  Financial News Release announcing application
               to withdraw from listing on the American
               Stock Exchange                                 17-19
         99.2  Financial News Release announcing permanent
               suspension of trading of units on American
               Stock Exchange                                   20

    (b)  Reports on Form 8-K

         During the fiscal period covered by this Form 10-Q,
         no reports on Form 8-K were filed.





Exhibit 99.1
------------
FINANCIAL NEWS RELEASE

For Immediate Release              Contact: Terry Freund
November 13, 1997                           Chief Financial Officer
Wichita, Kansas                             (316) 684-5119


     AMERICAN RESTAURANT PARTNERS, L.P. ANNOUNCES APPLICATION
        TO WITHDRAW FROM LISTING ON AMERICAN STOCK EXCHANGE
-------------------------------------------------------------------     
American  Restaurant Partners, L.P. (ASE: RMC), a Delaware  limited
partnership that operates 64 Pizza Hut restaurants, today announced
that  it  has filed an application with the American Stock Exchange
("Exchange") and intends to file an application with the Securities
and  Exchange  Commission to withdraw from listing on the  Exchange
the  Class A Units ("Units") of American Restaurant Partners,  L.P.
("ARP").  ARP expects the last day of trading on the American Stock
Exchange  to be in late December and will be disclosed as  soon  as
possible.

Prior  to  the  adoption of the Revenue Act of 1987,  ARP  paid  no
income  tax  on  its income and the partners were  taxed  on  their
proportionate share of the partnership's income allocable to  them.
As the Partnership has previously reported, the Revenue Act of 1987
added  Section  7704  to the Internal Revenue Code  which  requires
publicly traded limited partnerships ("PTLPs"), including  ARP,  to
be  taxed as corporations commencing with tax years beginning after
December  31,  1997.  As a result, by remaining a  PTLP,  beginning
January  1,  1998, ARP would pay income tax on its income  and  the
partners  would then pay additional taxes on distributions received
by  them,  thereby, substantially increasing the total taxation  of
the partnership's distributed income.

I.R.C.  Section  7704 defines PTLPs as any limited  partnership  in
which  interests  of the partnership are traded on "an  established
securities market" or "readily traded on a secondary market (or the
equivalent  thereof)."   ARP  is  considered  a  PTLP  because   it
currently trades on the American Stock Exchange.  Accordingly,  ARP
must  delist  from  the American Stock Exchange before  January  1,
1998,  in  order  to no longer be considered to be trading  on  "an
established securities market."  To determine if ARP is trading  on
a  secondary market (or the equivalent thereof), after ARP delists,
less  than  5%  of the interests in the partnership  (approximately
40,765  Units)  can  be sold or otherwise disposed  of  during  the
taxable   year.   ARP  will  establish  a  procedure  for  limiting
transfers of Units in order to comply with this 5% rule by invoking
a provision in its partnership agreement permitting it to refuse to
recognize attempted transfers of Units that would cause ARP  to  be
taxed as a corporation.

On  January 2, 1998, ARP intends to establish a "qualified matching
service"  as provided in the Treasury Regulations as an  additional
means  for Unitholders to exchange their Units.  This would  permit
ARP to match requests by Unitholders to sell Units with requests by
Unitholders  to  purchase Units.  The "qualified matching  service"
must  meet  the  time  and volume parameters provided  for  in  the
Treasury  Regulations.  Unitholders will be able to participate  in
this matching service by calling ARP's corporate office.

Management  has  requested  from the  Internal  Revenue  Service  a
private  letter  ruling  to the effect  that  ARP  will  not  be  a
"publicly traded limited partnership" for purposes of Section  7704
of  the  Internal Revenue Code and therefore will  continue  to  be
taxed as a partnership.

ARP  will  continue  to furnish to the Unitholders  annual  reports
containing  audited  financial  statements  and  quarterly  reports
containing  unaudited financial statements for each  of  the  first
three  quarters of each fiscal year for as long as the  Partnership
remains  a reporting company under the Securities Exchange  Act  of
1934.  ARP will also continue to file Forms 10-Q and 10-K with  the
Securities and Exchange Commission as required under the Securities
Exchange Act of 1934.

Hal  W. McCoy, Chairman of the managing general partner, commented,
"We  have  considered various alternative ways to avoid  the  harsh
effects  of Section 7704.  Based on ARP's current operating results
we  have  decided that by delisting and limiting transfers  of  the
Units  is in the best interests of the holders of the Units.   This
will allow the holders of the Units to avoid double taxation."



Exhibit 99.2
------------
FINANCIAL NEWS RELEASE

For Immediate Release              Contact: Terry Freund
November 14, 1997                           Chief Financial Officer
Wichita, Kansas                             (316) 684-5119


           AMERICAN RESTAURANT PARTNERS, L.P. ANNOUNCES
PERMANENT SUSPENSION OF TRADING OF UNITS ON AMERICAN STOCK EXCHANGE
-------------------------------------------------------------------     
American  Restaurant Partners, L.P. (ASE: RMC), a Delaware  limited
partnership that operates 64 Pizza Hut restaurants, today announced
that the American Stock Exchange ("Exchange") has informed ARP that
because  of  ARP's  application to delist from  the  Exchange,  the
Exchange  has permanently suspended trading of ARP's Units.   ARP's
management is contacting secondary market makers for the purpose of
establishing  an  over-the-counter  market  of  the  Units  through
December 31, 1997.






                             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: 11/17/97           By:  /s/Hal W. McCoy    
      --------                ----------------  
                              Hal W. McCoy
                              President and Chief Executive Officer



Date: 11/17/97           By:  /s/Terry Freund  
      --------                ---------------
                              Terry Freund
                              Chief Financial Officer