SECURITIES AND EXCHANGE COMMISSION
                                  
                                  
                                  
                      Washington, D.C.   20549
                                  
                                  
                              FORM 10-Q
                                  
                                  
          QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
For Quarter Ended March 30, 1999    Commission file number 1-9606
                                  
                                  
                 AMERICAN RESTAURANT PARTNERS, L.P.
       (Exact name of registrant as specified in its charter)
                                  
                                  
           Delaware                                  48- 1037438
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification)
                                  
                                  
555 North Woodlawn, Suite 3102
Wichita, Kansas                                           67208
(Address of principal executive offices)               (Zip-Code)
                                  
                                  
Registrant's telephone number, including area code  (316) 684-5119
                                  
                                  
   Indicate by  check mark  whether the  registrant (1) has  filed
all  reports required to  be filed  by Section  13 or 15(d) of the
Securities Exchange  Act of 1934  during the  preceding 12  months
(or for  such shorter  period that the  registrant was required to
file  such  reports),  and (2)  has been  subject to  such  filing
requirements for the past 90 days.
                                  
                                  
                          YES [X]    NO [ ]
     


                 AMERICAN RESTAURANT PARTNERS, L.P.
                                  
                                INDEX


                                                                  Page
                                                                 Number
                                                                 ------

Part I.   Financial Information
-------------------------------

Item 1.   Financial Statements


          Consolidated Condensed Balance Sheets at
          March 30, 1999 and December 29, 1998                      1

          Consolidated Condensed Statements of
          Operations for the Three Periods Ended
          March 30, 1999 and March 31, 1998                         2

          Consolidated Condensed Statements of
          Cash Flows for the Three Periods Ended
          March 30, 1999 and March 31, 1998                         3

          Notes to Consolidated Condensed Financial Statements      4


Item 2.   Management's Discussion and Analysis of Consolidated
          Financial Condition and Results of Operations          5-10


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

Item 6.   Exhibits and Reports on Form 8-K                         11




                    AMERICAN RESTAURANT PARTNERS, L.P.

                  CONSOLIDATED CONDENSED BALANCE SHEETS
                              (Unaudited)


                                                      March 30,     December 29,
         ASSETS                                          1999          1998
----------------------------                          ---------     -----------
Current assets:
 Cash and cash equivalents                          $   700,406    $   329,946
 Investments available for sale,
  at fair market value                                   48,385         68,635
 Accounts receivable                                    257,212        264,754
 Due from affiliates                                     44,059         90,146
 Notes receivable from
  affiliates - current portion                           54,587         62,511
 Inventories                                            390,502        441,326
 Prepaid expenses                                       342,396        287,046
                                                     ----------     ----------
    Total current assets                              1,837,547      1,544,364

Net property and equipment                           20,864,571     20,843,450

Other assets:
 Franchise rights, net                                5,712,661      5,780,163
 Notes receivable from affiliates                        48,884         50,201
 Deposit with affiliate                                 450,000        450,000
 Goodwill                                               713,035        714,469
 Other                                                1,811,424      1,320,132
                                                     ----------     ----------
                                                    $31,438,122    $30,702,779
                                                     ==========     ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------
Current liabilities:
 Accounts payable                                   $ 2,994,235    $ 2,390,582
 Due to affiliates                                      160,453        226,322
 Accrued payroll and other taxes                        540,840        635,805
 Accrued liabilities                                  1,146,455      1,272,957
 Current portion of long-term debt                    6,436,595      6,182,101
 Current portion of obligations
  under capital leases                                   56,363         47,528
                                                     ----------     ----------
    Total current liabilities                        11,334,941     10,755,295

 Other noncurrent liabilities                         1,005,129        563,095
 Long-term debt                                      23,425,425     23,447,773
 Obligations under capital leases                     1,477,569      1,495,486
 Minority interests in Operating
   Partnerships                                         393,278        395,908

 Partners' capital (deficiency):
   General Partners                                      (7,929)        (8,245)
   Limited Partners:
    Class A Income Preference                         5,506,565      5,543,603
    Classes B and C                                 (10,244,484)   (10,058,014)
   Cost in excess of carrying value
    of assets acquired                               (1,323,681)    (1,323,681)
 Cumulative comprehensive loss                         (128,691)      (108,441)
                                                     ----------     ----------
   Total partners' deficiency                        (6,198,220)    (5,954,778)
                                                     ----------     ----------
                                                    $31,438,122    $30,702,779
                                                     ==========     ==========


                             See accompanying notes.





                       AMERICAN RESTAURANT PARTNERS, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                       March 30,   March 31,
                                                         1999         1998
                                                       ----------  ---------
Net sales                                             $14,441,585 $ 9,226,646

Operating costs and expenses:
 Cost of sales                                          3,995,404   2,430,832
 Restaurant labor and benefits                          4,278,000   2,628,200
 Advertising                                              936,846     610,801
 Other restaurant operating
  expenses exclusive of
  depreciation and amortization                         2,680,756   1,714,790
 General and administrative:
  Management fees - related party                         895,083     641,918
  Other                                                   147,866     112,545
 Depreciation and amortization                            556,820     445,270
 Equity in loss of affiliate                                    -      25,323
                                                        ---------   ---------
      Income from operations                              950,810     616,967

Interest income                                            (3,330)     (2,995)
Interest expense                                          764,668     553,188
                                                        ---------   ---------
Income before minority interest                           189,472      66,774
   
Minority interests in income of
 Operating Partnerships                                       828         668
                                                        ---------   ---------
Net income                                            $   188,644 $    66,106
                                                        =========   ========= 

Net income allocated to Partners:
 Class A Income Preference                            $    52,488 $    13,489
 Class B                                              $    60,832 $    19,789
 Class C                                              $    75,324 $    32,828

Weighted average number of Partnership
 units outstanding during period:
 Class A Income Preference                                814,010     814,010
 Class B                                                  943,411   1,193,952
 Class C                                                1,668,167   1,980,647

Basic and diluted income
 before minority interest
 per Partnership unit                                 $      0.06 $      0.02

Basic and diluted minority interest
 per Partnership unit                                 $      0.00 $      0.00

Basic and diluted net income
 per Partnership unit                                 $      0.06 $      0.02

Distributions per Partnership unit                    $      0.10 $      0.05



                            See accompanying notes.





                      AMERICAN RESTAURANT PARTNERS, L.P.

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                                 (Unaudited)


                                                         Three Periods Ended
                                                        March 30,    March 31,
                                                          1999         1998
                                                       ----------   ----------
Cash flows from operating activities:
 Net income                                           $  188,644   $   66,105
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation and amortization                         556,820      445,270
   Equity in loss of affiliate                                 -       25,323
   Loss (gain) on disposition of assets                    1,653       (6,039)
   Minority interests in income
    of Operating Partnerships                                828          668
 Net change in operating assets and liabilities:
   Accounts receivable                                     7,542       10,292
   Due from affiliates                                    46,087       10,303
   Inventories                                            50,824       36,300
   Prepaid expenses                                      (55,350)      21,344
   Accounts payable                                      603,653     (708,726)
   Due to affiliates                                     (65,869)      76,398
   Accrued payroll and other taxes                       (94,965)      (2,536)
   Accrued liabilities                                  (126,502)     (15,626)
   Other, net                                            402,546      215,788
                                                       ---------    ---------
      Net cash provided by
        operating activities                           1,515,911      174,864

Cash flows from investing activities:
 Additions to property and equipment                    (477,052)     (98,467)
 Proceeds from sale of property and equipment                200        9,996
 Collections of notes receivable from affiliates           9,241        9,071
 Other                                                   (35,610)           -
                                                       ---------    ---------
      Net cash used in
        investing activities                            (503,221)     (79,400)

Cash flows from financing activities:
 Payments on long-term borrowings                       (517,854)    (405,811)
 Proceeds from long-term borrowings                      300,000      500,000
 Payments on capital lease obligations                    (9,082)      (8,754)
 Distributions to Partners                              (342,437)    (199,225)
 Repurchase of units                                     (69,399)        (585)
 General Partners' distributions
  from Operating Partnerships                             (3,458)      (2,012)
 Other, net                                                    -       10,674
                                                       ---------    ---------
      Net cash used in
        financing activities                            (642,230)    (105,713)
                                                       ---------    ---------
      Net increase (decrease) in cash
       and cash equivalents                              370,460      (10,249)

Cash and cash equivalents at beginning of period         329,946      509,398
                                                       ---------    ---------
Cash and cash equivalents at end of period            $  700,406   $  499,149
                                                       =========    =========

Supplemental disclosure of non-cash activity:  During the first quarter of 
1999, the Partnership signed a note payable for $450,000, payable over 15
years, to purchase a 25% interest in a Limited Liability Company that owns
and operates an aircraft.

                             See accompanying notes.






               AMERICAN RESTAURANT PARTNERS, L.P.

       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

      Three Periods Ended March 30, 1999 and March 31, 1998


1.  General
    -------

The   accompanying  consolidated  condensed  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. Effective August 11, 1998, the interest of  American
Pizza Partners, L.P. in Oklahoma Magic, L.P. (Magic) increased from
45%  to  60% in connection with Magic's purchase of a 25%  interest
from  a former limited partner.  Accordingly, the Partnership began
consolidating  the  accounts of Magic  from  that  date.   American
Restaurant  Partners,  L.P., American  Pizza  Partners,  L.P.,  APP
Concepts, LLC and Magic are hereinafter collectively referred to as
the   Partnership.   All  significant  intercompany  balances   and
transactions  have been eliminated.  The Partnership accounted  for
its investment in Magic using the equity method of accounting prior
to   the  increase  in  their  ownership  from  45%  to  60%.   The
consolidated  condensed  financial statements  have  been  prepared
without  audit.  The Balance Sheet at December 29,  1998  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  consolidated  financial
statements  and notes contained in the Partnership's Annual  Report
filed on Form 10-K for the fiscal year ended December 29, 1998.

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.  Subsequent Event - Distribution to Partners
    -------------------------------------------

On  April 1, 1999 the Partnership declared a distribution of  $0.10
per  unit  to all unitholders of record as of April 12, 1999.   The
distribution  is  not reflected in the March 30, 1999  consolidated
condensed financial statements.


3.  Comprehensive Income
    --------------------

Comprehensive income is comprised of the following:

                                 For the three periods ended
                                 ---------------------------
                                March 30, 1999     March 31, 1998
                                --------------     --------------     
Net income                         $ 188,644         $  66,106
Change in unrealized loss
  in investment securities           (20,250)          (51,750)
                                     -------           -------
                                   $ 168,394         $  14,356
                                     =======           =======


4.  Long-term  Debt - Covenant Noncompliance
    ----------------------------------------

The Partnership has  made all scheduled  debt payments; however, at
March 30, 1999 and  December 29, 1998, Magic  was not in compliance
with  the  fixed charge coverage  ratio covenant  required  by  the
outstanding  notes   payable  to  Franchise   Mortgage   Acceptance
Company  (FMAC).  Accordingly,  the entire  $4,077,000  of  Magic's
borrowings with FMAC  is reflected in  the current portion of long-
term debt.


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

In  June  1998,  the  FASB  issued SFAS  No.  133  "Accounting  for
Derivative  Instruments  and Hedging  Activities".   SFAS  No.  133
defines  derivative instruments and requires that  these  items  be
recognized as assets or liabilities in the statements of  financial
position.   This Statement is effective for fiscal years  beginning
after  June  15, 1999.  As of March 30, 1998, the Partnership  does
not have any derivative instruments.




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


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

As of March 30, 1999, the Partnership operated 71 traditional Pizza
Hut  red  roof  restaurants, 15 delivery/carryout units  and  three
dualbrand locations.

As   discussed  in  the  notes  to  the  accompanying  consolidated
condensed financial statements, the Partnership's interest in Magic
increased  from  45%  to  60%  effective  August  11,  1998.    The
Partnership  began consolidating the accounts of  Magic  from  that
date.   Therefore,  the  consolidated  first  quarter  results   of
operations include the accounts of Magic for 1999 but not for 1998.
The  table  below shows the historical statements of operations  as
well  as proforma results of operations for the first three periods
of  1998 assuming the Partnership's interest in Magic increased  to
60% as of January 1, 1998.  The proforma results are shown in order
to  provide a more meaningful basis for a comparative discussion of
the three periods ended March 30, 1999 and March 31, 1998.


                                       Three Periods Ended
                               ------------------------------------
                                March 30,   March 31,    March 31,
                                   1999        1998        1998
                               ---------------------- 
                                     Historical        Proforma (1)
                               -------------------------------------           
Net sales                      $14,441,585  $ 9,226,646  $13,047,810
                                        
Operating costs and expenses:                                     
 Cost of sales                   3,995,404    2,430,832    3,453,364
 Restaurant labor and benefits   4,278,000    2,628,200    3,785,858
 Advertising                       936,846      610,801      861,066
 Other restaurant operating                                    
  expense exclusive of
  depreciation and amortization  2,680,756    1,714,790    2,592,040
 General and administrative:                                     
    Management fees                895,083      641,918      813,870
    Other                          147,866      112,545      159,491
 Depreciation and amortization     556,820      445,270      632,080
 Equity in loss of affiliate             -       25,323            -
                                ----------   ----------   ----------  
      Income from operations       950,810      616,967      750,041
Interest income                     (3,330)      (2,995)      (2,995)
Interest expense                   764,668      553,188      717,212
                                ----------   ----------   ----------
Income before minority interest    189,472       66,774       35,824
Minority interests in income                                    
 (loss) of Operating
 Partnerships                          828          668      (21,925)
                                ----------   ----------   ----------
Net income                     $   188,644  $    66,106  $    57,749
                                ==========   ==========   ==========

(1)  The proforma statement of operations for the three periods ended
     March 31, 1998 includes the consolidation of Magic as if the
     Partnership's interest in Magic increased to 60% as of
     January 1, 1998.


Three Periods Ended March 30, 1999 Compared to
----------------------------------------------
Proforma Three Periods Ended March 31, 1998
-------------------------------------------

NET  SALES.  Net sales for the three periods ended March  30,  1999
increased $1,394,000 from proforma net sales of $13,048,000 in 1998
to  net  sales  of  $14,442,000 for 1999, a 10.7%  increase.   This
increase  was attributable primarily to the successful introduction
of  The Big New Yorker pizza, a 16 inch traditional style pizza, in
early 1999.

INCOME  FROM  OPERATIONS.   Income from operations  for  the  three
periods  ended  March 30, 1999 increased $201,000  to  $951,000,  a
26.8% increase over the proforma income from operations of $750,000
for  the  first  three  periods of 1998.   Income  from  operations
represented 6.6% of net sales for the three periods ended March 30,
1999  compared  to  proforma  income from  operations  of  5.7%  of
proforma  net  sales for the three periods ended  March  31,  1998.
Cost of sales as a percentage of net sales increased from 26.5%  of
proforma  net sales for the three periods ended March 31,  1998  to
27.7%  of net sales for the three periods ended March 30, 1999  due
to  higher  commodity costs and additional school  lunch  contracts
which tend to have lower margins than direct customer sales.  Labor
and  benefits  expense  was 29.0% of proforma  net  sales  in  1998
compared  to  29.6% of net sales in 1999 attributable  to  inceased
staffing in preparation for the sales increases resulting from  the
introduction  of  The Big New Yorker Pizza.  Advertising  decreased
slightly  as  a percentage of net sales from 6.6% of  proforma  net
sales  in  1998  to  6.5%  of net sales in 1999.  Other  restaurant
operating expenses amounted to 18.6% of net sales in 1999  compared
to 19.9% of proforma net sales in 1998.  This decrease is primarily
due  to  lower  occupancy costs through the purchase of  previously
leased  properties and the buyout or expiration of leases on closed
restaurants.   General and administrative expenses  decreased  from
7.5%  of  proforma net sales in 1998 to 7.2% of net sales in  1999.
Proforma depreciation and amortization expense decreased from  4.8%
of proforma net sales in 1998 to 3.9% of net sales in 1999.

NET  EARNINGS.  Net earnings increased $131,000 to a net income  of
$187,000  for  the three periods ended March 30, 1999  compared  to
proforma  net income of $58,000 for the three periods  ended  March
31,  1998. This increase is attributable to the increase in  income
from  operations noted above net of a $47,000 increase in  interest
expense and a $23,000 increase in minority interest in earnings  of
affiliates.


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

At  March 30, 1999 the Partnership had a working capital deficiency
of   $9,497,000  compared  to  a  working  capital  deficiency   of
$9,211,000  at December 29, 1998.  At March 30, 1999  and  December
29,  1998,  Magic  was  not in compliance  with  the  fixed  charge
coverage  ratio covenant required by the outstanding notes  payable
to  Franchise Mortgage Acceptance Company (FMAC).  Accordingly, the
entire  $4,077,000 of Magic's borrowings with FMAC is reflected  in
the  current portion of long-term debt. There have been no defaults
in  making scheduled payments of either principal or interest.  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 net cash
provided  by  operating  activities and various  other  sources  of
income  will  provide  sufficient funds  to  meet  planned  capital
expenditures  for  recurring replacement of equipment  in  existing
restaurants and to service debt obligations.

NET  CASH PROVIDED BY OPERATING ACTIVITIES.  For the three  periods
ended  March  30,  1999, net cash provided by operating  activities
amounted  to $1,516,000 compared to $175,000 for the three  periods
ended March 31, 1998.  This increase is primarily the result of  an
increase in accounts payable.

INVESTING   ACTIVITIES.    Property  and   equipment   expenditures
represent  the  largest  investing  activity  by  the  Partnership.
Capital  expenditures for the quarter ended  March  30,  1999  were
$477,000  of  which $191,000 was for replacement  of  equipment  in
existing restaurants and $286,000 was for the purchase of land  for
future development.

FINANCING  ACTIVITIES.   Cash  distributions  declared  during  the
quarter  ended March 30, 1999 were $342,000 amounting to $0.10  per
unit.  The Partnership's distribution objective, generally,  is  to
distribute   all   operating  revenues  less   operating   expenses
(excluding  noncash  items such as depreciation and  amortization),
capital   expenditures  for  existing  restaurants,  interest   and
principal  payments on Partnership debt, and such cash reserves  as
the managing General Partner may deem appropriate.

During  the  three periods ended March 30, 1999, the  Partnership's
proceeds from borrowings amounted to $300,000 used to purchase land
for   future  development.   Management  anticipates  spending   an
additional  $530,000  during the remainder of  1999  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.

Historically during a new product introduction, sales are strongest
during   the  first  five  weeks  of  the  product  being  promoted
nationally  on  television.  For this reason, the Partnership  does
not expect same store sales to continue at the double-digit rate it
experienced  during the first quarter.  However, Pizza  Hut,  along
with  Taco  Bell  and KFC, is a restaurant partner  for  Star  Wars
Episode  1, The Phantom Menace.  This promotion will begin  May  12
and  is  the first joint promotion for the three restaurant  brands
owned by Tricon Global Restaurants, Inc.

YEAR 2000 COMPLIANCE
--------------------

The  Partnership has instituted a Year 2000 project to prepare  its
computer systems and communication systems for the Year 2000.   The
project  includes  identification and assessment of  all  software,
hardware  and equipment that could potentially be affected  by  the
Year  2000  issue.  The Partnership uses external agents on  nearly
all  critical applications and systems.  The external  agents  have
assured the Partnership they expect to be fully Year 2000 compliant
before  Year 2000 issues will impact the Partnership.   Testing  is
expected  to be completed during the second quarter of  1999.   The
Partnership  also  receives  representations  and  warranties  from
vendors of all new hardware and software that such systems are Year
2000 compliant.

The  Partnership  does  not  believe costs  related  to  Year  2000
compliance will be material to its financial position or results of
operations.   However,  the Partnership may be  vulnerable  to  the
failure of external agents and critical suppliers to resolve  their
own  Year  2000  issues.  Where practicable, the  Partnership  will
assess  and  attempt  to mitigate its risks  with  respect  to  the
failure  of  these entities to be Year 2000 ready.   In  the  event
external  agents  do  not complete their Year 2000  readiness,  the
Partnership  would  be  unable  to  process  accounts  payable  and
payroll.   The  Partnership  has  contingency  plans  for  critical
applications that include, among other actions, manual workarounds,
adjusting  staffing strategies and outsourcing  applications.   The
effect, if any, on the Partnership's results of operations from the
failure  of  such parties to be Year 2000 ready is  not  reasonably
estimable.

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

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's  earnings are affected by  changes  in  interest
rates  primarily from its long-term debt arrangements.   Under  its
current  policies,  the  Partnership does  not  use  interest  rate
derivative instruments to manage exposure to interest rate changes.
A  hypothetical 100 basis point adverse move (increase) in interest
rates along the entire interest rate yield curve would increase the
Partnership's interest expense and decrease net income  by  $63,000
over  the term of the related debt.  This amount was determined  by
considering  the impact of the hypothetical interest rates  on  the
Partnership's borrowing cost.  These analyses do not  consider  the
effects  of  the  reduced level of overall economic  activity  that
could exist in such an environment.

This report contains certain forward-looking statements within  the
meaning  of Section 27A of the Securities Act, and Section  21E  of
the  Exchange  Act  which are intended to be covered  by  the  safe
harbors  created thereby.  Although the Partnership  believes  that
the assumptions underlying the forward-looking statements contained
herein  are reasonable, any of the assumptions could be inaccurate,
and  therefore,  there can be no assurance that the forward-looking
statements  included  in this report will  prove  to  be  accurate.
Factors  that could cause actual results to differ from the results
discussed  in the forward-looking statements include, but  are  not
limited to, consumer demand and market acceptance risk, the  effect
of  economic conditions, including interest rate fluctuations,  the
impact   of  competing  restaurants  and  concepts,  the  cost   of
commodities and other food products, labor shortages and costs  and
other  risks detailed in the Partnership's Securities and  Exchange
Commission filings.


                   PART II.  OTHER INFORMATION
                                

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

    (a)  Exhibits

         None


    (b)  Reports on Form 8-K

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



                            SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                         AMERICAN RESTAURANT PARTNERS, L.P.
                                  (Registrant)
                         By: RMC AMERICAN MANAGEMENT, INC.
                             Managing General Partner



Date: 5/12/99            By: /s/ Hal W. McCoy   
      -------                -----------------------
                             Hal W. McCoy
                             President and Chief Executive Officer



Date: 5/12/99            By: /s/ Terry Freund
      -------                -----------------------    
                               Terry Freund
                               Chief Financial Officer