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 29, 1998  Commission file number 1-9606
                                  
                                  
               AMERICAN RESTAURANT PARTNERS, L.P.
     (Exact name of registrant as specified in its charter)
                                  
                                  
       Delaware                                      48-1037438
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification)
                                  
                                  
555 North Woodlawn, Suite 3102
Wichita, Kansas                                             67208
(Address of principal executive offices)                 (Zip-Code)
                                  
                                  
Registrant's telephone number, including area code   (316) 684-5119
                                  
                                  
   Indicate by  check mark  whether the  registrant (1)  has  filed
all  reports  required  to be  filed by  Section 13 or 15(d) of the
Securities Exchange  Act of 1934  during  the  preceding 12  months
(or for such  shorter period  that the  registrant  was required to
file  such  reports),  and  (2) has been  subject  to  such  filing
requirements  for the past 90 days.
                                  
                                  
                        YES [X]    NO [ ]
     




                 AMERICAN RESTAURANT PARTNERS, L.P.
                                  
                                INDEX


                                                                  Page
                                                                 Number
                                                                 ------

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

Item 1.   Financial Statements


          Consolidated Condensed Balance Sheets at
          September 29, 1998 and December 30, 1997                  1

          Consolidated Condensed Statements of
          Operations for the Three and Nine Periods Ended
          September 29, 1998 and September 30, 1997                 2

          Consolidated Condensed Statements of Cash Flows
          for the Nine Periods Ended September 29, 1998
          and September 30, 1997                                    3

          Notes to Consolidated Condensed Financial Statements    4-5


Item 2.   Management's Discussion and Analysis of Consolidated
          Financial Condition and Results of Operations          6-13


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

Item 6.   Exhibits and Reports on Form 8-K                         14





                       AMERICAN RESTAURANT PARTNERS, L.P.

                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (Unaudited)


                                                    September 29, December 30,
         ASSETS                                         1998          1997
------------------------------                      ------------  -----------
Current assets:
 Cash and cash equivalents                          $   983,996   $   509,398
 Investments available for sale,
  at fair market value                                   77,635       195,751
 Accounts receivable                                    155,290        84,447
 Due from affiliates                                    354,369        67,918
 Notes receivable from
  affiliates - current portion                           70,261        72,387
 Inventories                                            376,038       311,516
 Prepaid expenses                                       328,101       245,177
                                                     ----------    ---------- 
    Total current assets                              2,345,690     1,486,594

Net property and equipment                           21,022,421    16,828,156

Other assets:
 Franchise rights, net                                5,847,664     1,010,616
 Notes receivable from affiliates                        51,486        75,899
 Deposit with affiliate                                 423,865       350,000
 Investment in Oklahoma Magic, L.P.                           -     1,795,774
 Goodwill                                             1,104,683             -
 Other                                                1,498,750       679,106
                                                     ----------    ----------
                                                    $32,294,559   $22,226,145
                                                     ==========    ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------
Current liabilities:
 Accounts payable                                   $ 2,467,875   $ 3,042,151
 Due to affiliates                                       65,306        50,539
 Accrued payroll and other taxes                        499,365       385,016
 Accrued liabilities                                  1,287,667       784,661
 Current portion of long-term debt                    8,610,543    12,899,728
 Current portion of obligations
  under capital leases                                   46,127        36,492
                                                     ----------    ----------
    Total current liabilities                        12,976,883    17,198,587

 Other noncurrent liabilities                           487,848       204,337
 Long-term debt                                      20,081,428     7,105,615
 Obligations under capital leases                     1,638,895     1,608,356
 Minority Interest in Oklahome Magic, L.P.              682,094             -
 General Partners' interest
   in Operating Partnership                             125,198       120,702

 Partners' capital (deficiency):
   General Partners                                      (7,423)       (7,864)
   Limited Partners:
    Class A Income Preference                         5,713,348     5,623,790
    Classes B and C                                  (7,980,590)   (8,322,372)
   Cost in excess of carrying value
    of assets acquired                               (1,323,681)   (1,323,681)
 Unrealized gain (loss) in investment securities        (99,441)       18,675
                                                     ----------    ---------- 
   Total partners' deficiency                        (3,697,787)   (4,011,452)
                                                     ----------    ----------
                                                    $32,294,559   $22,226,145
                                                     ==========    ==========

                              See accompanying notes.



<TABLE>
                                 AMERICAN RESTAURANT PARTNERS, L.P.

                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                           (Unaudited)


<CAPTION>
                                             September 29, September 30,   September 29, September 30,
                                                 1998         1997             1998         1997
                                             ------------  ------------    ------------  ------------
<S>                                          <C>           <C>             <C>           <C> 
Net sales                                    $11,258,419   $ 9,929,607     $29,946,394   $29,552,450

Operating costs and expenses:
 Cost of sales                                 3,000,169     2,687,142       7,756,865     7,988,293
 Restaurant labor and benefits                 3,128,660     2,773,287       8,407,134     8,360,493
 Advertising                                     732,676       636,154       1,965,441     1,873,950
 Other restaurant operating
  expenses exclusive of
  depreciation and amortization                2,193,784     1,999,478       5,607,156     5,831,891
 General and administrative:
  Management fees - related party                746,555       690,102       2,047,686     2,054,975
  Other                                          194,473       109,309         453,470       414,392
 Depreciation and amortization                   523,609       510,518       1,483,777     1,494,784
 Equity in (income)/loss of affiliate             (7,126)      154,566           7,250       324,571
                                              ----------    ----------      ----------    ----------  
      Income from operations                     745,619       369,051       2,217,615     1,209,101

Interest income                                  (11,912)       (4,776)        (17,675)      (17,658)
Interest expense                                 657,084       556,070       1,870,469     1,656,051
Gain on life insurance settlement                      -             -        (875,533)            -
                                              ----------    ----------      ----------    ----------                           
Income (loss) before General Partners'
 interest in income (loss) of
 Operating Partnership                           100,447      (182,243)      1,240,354      (429,292)
                                              
General Partners' interest in
 income (loss) of Operating Partnership            1,004        (1,822)         12,404        (4,293)
                                              ----------    ----------      ----------    ----------
Net income (loss)                            $    99,443   $  (180,421)    $ 1,227,950   $  (424,999)
                                              ==========    ==========      ==========    ========== 

Net income (loss) allocated to Partners:
 Class A Income Preference                   $    20,301   $   (36,812)    $   250,604   $   (86,781)
 Class B                                     $    29,765   $   (54,011)    $   367,575   $  (127,202)
 Class C                                     $    49,377   $   (89,598)    $   609,771   $  (211,016)

Weighted average number of Partnership
 units outstanding during period:
 Class A Income Preference                   $   813,840   $   815,309     $   813,840   $   815,309
 Class B                                     $ 1,193,214   $ 1,196,202     $ 1,193,706   $ 1,195,071
 Class C                                     $ 1,979,418   $ 1,984,397     $ 1,980,237   $ 1,982,512

Basic and diluted net income (loss)
 per Partnership interest                    $      0.02   $     (0.05)    $      0.31   $     (0.11)

Distributions per Partnership interest       $      0.10   $      0.05     $      0.20   $      0.27

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



                     AMERICAN RESTAURANT PARTNERS, L.P.

               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW 
                                (Unaudited)



                                                    September 29,  September 30,
                                                       1998            1997
                                                    ------------   ------------
Cash flows from operating activities:
 Net income (loss)                                  $ 1,227,950   $  (424,999)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
   Depreciation and amortization                      1,483,777     1,494,784
   Deferred rent                                          8,184         7,550
   Unit compensation expense                                  -        11,737
   Equity in loss of affiliate                            7,250       324,572
   (Gain) Loss on disposition of assets                 (11,961)       18,652
   Gain on insurance settlement                        (875,533)            -
   General Partners' interest in net
    income (loss) of Operating Partnership               12,404        (4,293)
 Net change in operating assets and liabilities:
   Accounts receivable                                  (11,735)       27,830
   Due from affiliates                                    4,852       (47,122)
   Inventories                                           38,890        57,728
   Prepaid expenses                                     163,468       (31,950)
   Accounts payable                                  (1,559,326)       58,704
   Due to affiliates                                     12,290       (50,713)
   Accrued payroll and other taxes                      111,919      (124,437)
   Accrued liabilities                                   49,802      (131,741)
   Other, net                                          (212,106)     (106,382)
                                                     ----------    ----------
      Net cash provided by
        operating activities                            450,125     1,079,920

Cash flows from investing activities:
 Purchase of certificate of deposit                           -        (6,567)
 Redemption of certificate of deposit                         -       160,202
 Investment in affiliate                               (390,000)            -
 Additions to property and equipment                 (1,664,520)   (1,372,917)
 Proceeds from sale of property and equipment            17,408           701
 Purchase of franchise rights                                 -       (15,000)
 Collections of notes receivable from affiliates         26,539        65,361
                                                     ----------    ----------
      Net cash used in
        investing activities                         (2,010,573)   (1,168,220)

Cash flows from financing activities:
 Payments on long-term borrowings                   (10,035,943)   (1,070,317)
 Proceeds from long-term borrowings                  12,094,950     2,069,000
 Proceeds from insurance settlement                   1,039,747             -
 Payments on capital lease obligations                  (21,988)      (13,550)
 Due from affiliate                                    (285,600)            -
 Distributions to Partners                             (796,963)   (1,077,417)
 Proceeds from issuance of Class B and C units                -        57,000
 Repurchase of units                                    (13,269)            -
 General Partners' distributions
  from Operating Partnerships                            (8,050)      (10,883)
 Other, net                                              62,162             -
                                                     ----------    ----------
      Net cash provided by (used in)
        financing activities                          2,035,046       (46,167)
                                                     ----------    ----------
      Net increase (decrease) in
       cash and cash equivalents                        474,598      (134,467)

Cash and cash equivalents at beginning of period        509,398       178,826
                                                     ----------    ----------
Cash and cash equivalents at end of period          $   983,996   $    44,359
                                                     ==========    ==========

                              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.  Effective
August  26, 1998, the Partnership's interest in Oklahoma Magic,  L.P.
(Magic) increased to 60% from 45% in connection with Magic's purchase
of  a  25%  interest  from a former limited  partner  (see  Note  3).
Accordingly,  the  Partnership began consolidating  the  accounts  of
Magic  from  that  date.  All significant intercompany  balances  and
transactions  have  been eliminated.  The financial  statements  have
been  prepared without audit.  The Balance Sheet at December 30, 1997
has been derived from the Partnership's audited financial statements.
In  the  opinion  of  management, all adjustments  of  a  normal  and
recurring nature which are necessary for a fair presentation of  such
financial  statements have been included. These statements should  be
read in conjunction with the financial statements and notes contained
in  the Partnership's Annual Report filed on Form 10-K for the fiscal
year ended December 30, 1997.

The  results  of  operations for interim periods are not  necessarily
indicative  of  the  results  for  the  full  year.  The  Partnership
historically has realized approximately 40% of its operating  profits
in periods six through nine (18 weeks).


2.  Distribution to Partners
----------------------------

On  October 2, 1998, the Partnership declared a distribution of $0.10
per unit to all unitholders of record as of October 12, 1998, payable
on  October  30,  1998.   The distribution is not  reflected  in  the
September 29, 1998 consolidated condensed financial statements.


3.  Investment in Affiliate
---------------------------

On March 13, 1996, the Partnership purchased a 45% interest in Magic,
a  newly formed limited partnership, for $3.0 million in cash.  Magic
owns and operates twenty-seven Pizza Hut restaurants in Oklahoma.  In
November  1996  Magic notified Hospitality Group  of  Oklahoma,  Inc.
(HGO),  the  former owners of the Oklahoma restaurants, that  it  was
seeking to terminate HGO's interest in Magic pursuant to the terms of
the  Partnership Agreement for alleged violations of  the  Pizza  Hut
Franchise  Agreement  and  the  alleged  occurrence  of  an   Adverse
Terminating  Event  as defined in the Partnership  Agreement.   Magic
alleged HGO contacted and offered employment to a significant  number
of  the  management employees of Magic.  Magic also alleged HGO  made
certain  misrepresentations at the formation of  Magic.   HGO  denied
that  such  franchise violations occurred and that it  had  made  any
misrepresentations at the formation of Magic.  HGO asserted  that  it
was   fraudulently  induced  to  enter  into  the  Magic  Partnership
Agreement by Restaurant Management Company of Wichita, Inc.  and  was
further damaged by alleged mismanagement of the operations.

The matter was settled in August 1998 with Magic paying HGO a Section
736(a)  guaranteed  payment of $255,000 for the period  November  11,
1996 through the settlement date.  In addition, Magic purchased HGO's
interest  in  Magic for $205,000 consisting of $105,000  cash  and  a
$100,000  note  at  8%  interest for five years,  payable  quarterly.
Magic also paid the two stockholders of HGO $240,000 for a noncompete
agreement  prohibiting them from engaging in the pizza  business  for
the  next  60 months in any market Magic operated in as  of  May  11,
1998.  Upon completion of the settlement, the Partnership's  interest
in  Magic increased from 45% to 60%.  Therefore, beginning August 26,
1998,  Magic's  financial  statements  were  consolidated  into   the
Partnership's consolidated financial statements.  Prior to August 26,
1998, the Partnership accounted for its investment in Magic using the
equity method of accounting.


4.  Recently Issued Accounting Standards
----------------------------------------

As of December 31, 1997, the Partnership adopted Financial Accounting
Standards  (FAS) Number 130, "Reporting Comprehensive  Income".   FAS
130   establishes  new  rules  for  the  reporting  and  display   of
comprehensive  income and its components; however,  the  adoption  of
this  Statement  had  no impact on the Partnership's  net  income  or
partners' equity.  In addition, the Partnership has no components  of
other comprehensive income in any period presented.


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

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




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


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

As  discussed in the notes to the accompanying consolidated financial
statements, the consolidated results of operations include  the  full
quarterly  results  of  American Restaurant Partners,  L.P.  and  its
majority  owned subsidiaries American Pizza Partners,  L.P.  and  APP
Concepts,  LLC.   They  also  include  the  consolidated  results  of
operations of Magic for the five week period August 26, 1998  through
September 29, 1998 (see detail following).  The consolidated  results
of  operations  were not significantly impacted  by  the  results  of
Magic.   Prior to August 26, 1998, the Partnership accounted for  its
investment in Magic using the equity method of accounting. Therefore,
the  Partnership's 45% interest in Magic's earnings was  included in
the financial statements under "Equity in income/loss of affiliate".

As  of  September 29, 1998, the Partnership operated  54  traditional
Pizza  Hut  red  roof restaurants, five delivery/carryout  units  and
three  dualbrand locations.  Magic operated 17 traditional Pizza  Hut
red roof restaurants and 10 delivery/carryout units.

Three Periods Ended September 29, 1998 Compared to Three Periods
----------------------------------------------------------------
Ended September 30, 1997
------------------------

The following discussion relates to the comparison of the results  of
operations for the three periods ended September 29, 1998 compared to
the three periods ended September 30, 1998, excluding the effects  of
the consolidation of Magic.  The table below separates the effects of
consolidating  Magic  from  the consolidated  totals  for  the  three
periods  ended  September  29,  1998  in  order  to  provide  a  more
meaningful basis for a comparative discussion of these results versus
the three periods ended September 30, 1997.


                                     Three Periods Ended
                        --------------------------------------------  
                                  Sept. 29, 1998           Sept. 30,
                        Consolidated   Magic   Comparable    1997
                        --------------------------------------------    
Net sales               $11,258,419 $1,542,857 $9,715,562 $9,929,607
Operating costs and                                        
  expenses:
Cost of sales             3,000,169    432,924  2,567,245  2,687,142
Restaurant labor and                                                
  benefits                3,128,660    465,567  2,663,093  2,773,287
Advertising                 732,676    115,828    616,848    636,154
Other restaurant                                                    
  operating expenses                                                  
  exclusive of                                                        
  depreciation and        
  amortization            2,193,784    343,467  1,850,317  1,999,478
General and                                                
  administrative:
Management fees             746,555     69,429    677,126    690,102
Other                       194,473     24,602    169,871    109,309
Depreciation and                                                    
  amortization              523,609     65,980    457,629    510,518
Equity in (income)/loss                                             
  of affiliate               (7,126)   (21,306)    14,180    154,566
                        --------------------------------------------
Income from operations      745,619     46,366    699,253    369,051
                                                                    
Interest income             (11,912)         -    (11,912)    (4,776)
Interest expense            657,084     60,572    596,512    556,070
                        --------------------------------------------
Income (loss) before                                                
  General Partners'                                                   
  interest in income                                                  
  (loss) of Operating       
  Partnership               100,447    (14,206)   114,653   (182,243)
General Partners'                                                   
  interest in income                                                  
  (loss) of Operating         
  Partnership                 1,004       (142)     1,146     (1,822)
                        --------------------------------------------
Net income (loss)       $    99,443 $  (14,064)$  113,507 $ (180,421)
                        ============================================


NET  SALES.  Net sales for the three periods ended September 29, 1998
decreased  $214,000 from $9,930,000 to $9,716,000,  a  2.2%  decrease
from  the  same  three periods of 1997.  This decrease  was  entirely
attributable  to restaurants closed in 1997 as comparable  restaurant
sales increased 2.7%.

INCOME  FROM  OPERATIONS.  Income from operations increased  $330,000
from  $369,000 to $699,000, an 89.4% increase over the three  periods
ended September 30, 1997.  As a percentage of net sales, income  from
operations increased from 3.7% for the three periods ended  September
30,  1997  to  7.2% for the three periods ended September  29,  1998.
Cost  of  sales decreased as a percentage of net sales from 27.1%  in
1997  to  26.4%  in 1998.  Labor and benefits expense decreased  from
27.9% of net sales in 1997 to 27.4% of net sales in 1998 despite  the
minimum  wage  increase that took effect September  1,  1997.   These
margin  improvements are the result of continued  diligent  follow-up
and  focus on efficiencies in the restaurants.  Advertising decreased
slightly  as a percentage of net sales from 6.4% in 1997 to  6.3%  in
1998.   Operating expenses decreased from 20.1% of net sales in  1997
to 19.0% of net sales in 1998 primarily attributable to the reduction
of  fixed costs through restaurant closings and consolidations during
the last half of 1997.  General and administrative expenses increased
from  8.1%  of  net  sales in 1997 to 8.7%  of  net  sales  in  1998.
Depreciation  and  amortization expense decreased from  5.1%  of  net
sales  in  1997 to 4.7% of net sales in 1998.  Equity in earnings  of
affiliate amounted to 0.1% of net sales in 1998 compared to  1.6%  of
net sales in 1997.

NET  EARNINGS.   Net earnings increased $294,000  to  net  income  of
$114,000 for the three periods ended September 29, 1998 compared to a
net  loss of $180,000 for the three periods ended September 30, 1997.
The  increase  in  net earnings is attributable to  the  increase  in
income  from  operations noted above net of  a  $40,000  increase  in
interest expense.


Nine Periods Ended September 29, 1998 Compared to Nine Periods
--------------------------------------------------------------
Ended September 30, 1997
------------------------

The following discussion relates to the comparison of the results  of
operations for the nine periods ended September 29, 1998 compared  to
the  nine periods ended September 30, 1998, excluding the effects  of
the consolidation of Magic. The table below separates the effects  of
consolidating Magic from the consolidated totals for the nine  months
ended  September 29, 1998 in order to provide a more meaningful basis
for  a comparative discussion of these results versus the nine months
ended September 30, 1997.


                                     Nine Periods Ended
                       ----------------------------------------------
                                 Sept. 29,  1998           Sept. 30,
                       Consolidated   Magic    Comparable    1997
                       ----------------------------------------------
Net sales              $29,946,394 $1,542,857 $28,403,537 $29,552,450
                         
Operating costs and                                        
  expenses:
Cost of sales            7,756,865    432,924   7,323,941   7,988,293
Restaurant labor and                                                
 benefits                8,407,134    465,567   7,941,567   8,360,493
Advertising              1,965,441    115,828   1,849,613   1,873,950
Other restaurant                                                    
  operating expenses                                                  
  exclusive of                                                        
  depreciation and
  amortization           5,607,156    343,467   5,263,689   5,831,891
General and                                                
 administrative:
Management fees          2,047,686     69,429   1,978,257   2,054,975
Other                      453,470     24,602     428,868     414,392
Depreciation and                                                    
 amortization            1,483,777     65,980   1,417,797   1,494,784
Equity in (income)/loss                                             
 of affiliate                7,250    (21,306)     28,556     324,571
                       ----------------------------------------------
Income from operations   2,217,615     46,366   2,171,249   1,209,101
                                                                    
Interest income            (17,675)         -     (17,675)    (17,658)
Interest expense         1,870,469     60,572   1,809,897   1,656,051
Gain on life insurance                                              
  settlement              (875,533)         -    (875,533)          -
                       ----------------------------------------------
Income (loss) before                                                
  General Partners'                                                   
  interest in income                                                  
  (loss) of Operating     
  Partnership            1,240,354    (14,206)  1,254,560    (429,292)
General Partners'                                                   
  interest in income                                                  
  (loss) of Operating
  Partnership               12,404        142      12,546      (4,293)
                       ----------------------------------------------
                                                                    
Net income (loss)      $ 1,227,950 $  (14,064)$ 1,242,014 $  (424,999) 
                       ==============================================


NET  SALES.  Net sales for the nine periods ended September 29,  1998
decreased $1,149,000 from $29,552,000 to $28,404,000, a 3.9% decrease
from  the  first  nine  periods of 1997. This decrease  was  entirely
attributable  to restaurants closed in 1997 as comparable  restaurant
sales increased 1.0%.

INCOME  FROM  OPERATIONS.  Income from operations increased  $962,000
from  $1,209,000 to $2,171,000, a 79.6% increase over the first  nine
periods  of  1997.   As  a  percentage  of  net  sales,  income  from
operations  increased from 4.1% for the nine periods ended  September
30, 1997 to 7.6% for the nine periods ended September 29, 1998.  Cost
of  sales decreased as a percentage of net sales from 27.0%  for  the
first  nine  periods of 1997 to 25.8% for the first nine  periods  of
1998.   Labor and benefits expense decreased as a percentage  of  net
sales  from  28.3% in 1997 to 28.0% in 1998 despite the minimum  wage
increase   that  took  effect  September  1,  1997.    These   margin
improvements are the result of continued diligent follow-up and focus
on  efficiencies  in  the restaurants.  Advertising  increased  as  a
percentage of net sales from 6.3% in 1997 to 6.5% in 1998.  Operating
expenses  decreased from 19.7% of net sales in 1997 to 18.5%  of  net
sales  in 1998 primarily attributable to the reduction of fixed costs
through  restaurant closings and consolidations during the last  half
of  1997. General and administrative expenses increased from 8.4%  of
net  sales  in  1997 to 8.5% of net sales in 1998.  Depreciation  and
amortization expense decreased from 5.1% of net sales in 1997 to 5.0%
of  net  sales in 1998. Equity in earnings of affiliate  amounted  to
1.1% of net sales in 1997.

NET  EARNINGS.   Net earnings increased $1,667,000 to net  income  of
$1,242,000 for the nine periods ended September 29, 1998 compared  to
a net loss of $425,000 for the nine periods ended September 30, 1997.
A  gain  on life insurance settlement of $876,000 is included in  the
1998  net  income.   The remaining increase is  attributable  to  the
increase  in  income from operations noted above net  of  a  $154,000
increase in interest expense.


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

At   September  29,  1998  the  Partnership  had  a  working  capital
deficiency of $10,631,000 compared to a working capital deficiency of
$15,712,000  at  December 30, 1997.  The decrease in working  capital
deficiency is primarily a result of a $10,894,000 decrease in current
portion  of long-term debt.  At December 30, 1997, the entire  amount
of outstanding notes payable to Heller Financial Corporation and FMAC
were classified as a current liability because the Partnership was in
default  of  the  fixed charge ratio covenant.  There  have  been  no
defaults  in  making  scheduled  payments  of  either  principal   or
interest.   On  April 20, 1998, the Partnership refinanced  with  new
promissory  notes  due  to  FMAC  the  notes  with  Heller  Financial
Corporation,  $4.2  million  of notes with  Intrust  Bank,  and  $3.0
million of notes with FMAC over 15 years at an interest rate of 8.81%
bringing the Partnership into compliance with the fixed charge ratio.
The  write-off  of unamortized loan cost related to this  refinancing
was not material.  This decrease was partially offset by the increase
in  current  portion  of  long-term debt of  $5,142,000  due  to  the
consolidation  of Magic.  The Partnership routinely operates  with  a
negative  working capital position which is common in the  restaurant
industry  and  which  results  from the  cash  sales  nature  of  the
restaurant business and payment terms with vendors.

The Partnership generates its principal source of funds from net cash
provided  by operating activities. Management believes that net  cash
provided by operating activities and various other sources of  income
will  provide  sufficient funds to meet planned capital  expenditures
for recurring replacement of equipment in existing restaurants and to
service debt obligations.

NET  CASH  PROVIDED BY OPERATING ACTIVITIES.  For  the  nine  periods
ended  September 29, 1998, net cash provided by operating  activities
amounted  to  $450,000  compared to net cash  provided  by  operating
activities  of  $1,080,000 for the nine periods ended  September  30,
1997.   This  decrease  is  primarily the result  of  a  decrease  in
accounts payable of $1,559,000.

INVESTING  ACTIVITIES.  Property and equipment expenditures represent
the   largest   investing  activity  by  the  Partnership.    Capital
expenditures  for  the  nine periods ended September  29,  1998  were
$1,665,000  of  which $1,017,000 was for the purchase  of  previously
leased  restaurants  and  $156,000 was for  the  development  of  new
restaurants.   The  remaining $492,000 was  for  the  replacement  of
equipment  in  existing  restaurants.  In addition,  the  Partnership
invested $390,000 in Magic prior to the buyout of HGO.

FINANCING  ACTIVITIES.   Cash  distributions  paid  during  the  nine
periods ended September 29, 1998 were $797,000 amounting to $0.20 per
unit  as compared to $1,077,000, or $0.27 per unit, during the  first
nine  periods  of  1997.  The Partnership's  distribution  objective,
generally,  is  to distribute all operating revenues  less  operating
expenses   (excluding   noncash  items  such  as   depreciation   and
amortization),   capital  expenditures  for   existing   restaurants,
interest  and principal payments on Partnership debt, and  such  cash
reserves as the managing General Partner may deem appropriate.

During  the  nine periods ended September 29, 1998, the Partnership's
proceeds  from borrowings amounted to $12,095,000 of which $9,633,000
was  obtained  to  refinance existing debt, $1,005,000  was  used  to
purchase  previously  leased restaurants, $390,000  was  invested  in
Magic  and  the remaining $1,067,000 was used primarily to  replenish
operating  capital. The Partnership opened one new restaurant  during
the  third quarter.  No other new restaurant openings are planned for
the  remainder of the year.  Management anticipates spending  $58,000
for recurring replacement of equipment in existing restaurants during
the  remainder  of  the year.  These expenditures will  be  partially
financed   from  net  cash  provided  by  operating  activities   and
management  believes that the Partnership has the ability  to  obtain
financing as needed.  The actual level of capital expenditures may be
higher in the event of unforeseen breakdowns of equipment or lower in
the event of inadequate net cash flow from operating activities.


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

The  Partnership has instituted a Year 2000 project  to  prepare  its
computer  systems and communications 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  that they expect to be fully  year  2000  compliant
before year 2000 issues will impact the Partnership.  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 Company will assess and
attempt  to mitigate its risks with respect to the failure  of  these
entities  to  be  Year  2000  ready.  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
-------------

In  November 1996 Magic notified Hospitality Group of Oklahoma,  Inc.
(HGO),  the  former owners of the Oklahoma restaurants, that  it  was
seeking to terminate HGO's interest in Magic pursuant to the terms of
the  Partnership Agreement for alleged violations of  the  Pizza  Hut
Franchise  Agreement  and  the  alleged  occurrence  of  an   Adverse
Terminating  Event  as defined in the Partnership  Agreement.   Magic
alleged HGO contacted and offered employment to a significant  number
of  the  management employees of Magic.  Magic also alleged HGO  made
certain  misrepresentations at the formation of  Magic.   HGO  denied
that  such  franchise violations occurred and that it  had  made  any
misrepresentations at the formation of Magic.  HGO asserted  that  it
was   fraudulently  induced  to  enter  into  the  Magic  Partnership
Agreement by Restaurant Management Company of Wichita, Inc.  and  was
further damaged by alleged mismanagement of the operations.

The matter was settled in August 1998 with Magic paying HGO a Section
736(a)  guaranteed  payment of $255,000 for the period  November  11,
1996 through the settlement date.  In addition, Magic purchased HGO's
interest  in  Magic for $205,000 consisting of $105,000  cash  and  a
$100,000  note  at  8%  interest for five years,  payable  quarterly.
Magic also paid the two stockholders of HGO $240,000 for a noncompete
agreement  prohibiting them from engaging in the pizza  business  for
the  next  60 months in any market Magic operated in as  of  May  11,
1998.  Upon completion of the settlement, the Partnership's  interest
in Magic increased from 45% to 60%.

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.

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: 11/12/98           By: /s/Hal W. McCoy    
      --------               ---------------
                             Hal W. McCoy
                             President and Chief Executive Officer



Date: 11/12/98           By: /s/Terry Freund   
      --------               ---------------
                             Terry Freund
                             Chief Financial Officer