SECURITIES AND EXCHANGE COMMISSION



                            Washington, D.C.   20549


                                   FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      For Quarter Ended June 25, 2002       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)


      3020 North Cypress Road, Suite 100
      Wichita, Kansas                                             67226
      (Address of principal executive offices)                  (Zip-Code)


      Registrant's telephone number, including area code    (316) 634-1190

      555 North Woodlawn, Suite 3102
      Wichita, Kansas                                             67208
      (Former address of principal executive offices)           (Zip-Code)


      Indicate by check mark whether the registrant (1) has filed all
      reports required to be filed by Section 13 or 15(d) of the
      Securities Exchange Act of 1934 during the preceding 12 months (or
      for such shorter period that the registrant was required to file
      such reports), and (2) has been subject to such filing requirements
      for the past 90 days.


                               YES [X]    NO [ ]



                       AMERICAN RESTAURANT PARTNERS, L.P.

                                     INDEX


                                                                  Page
                                                                 Number
                                                                 ------

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

Item 1.   Financial Statements


          Consolidated Condensed Balance Sheets at
          June 25, 2002 and December 25, 2001                      1

          Consolidated Condensed Statements of Income
          for the Three and Six Periods Ended
          June 25, 2002 and June 26, 2001                          2

          Consolidated Condensed Statements of Cash
          Flows for the Six Periods Ended
          June 25, 2002 and June 26, 2001                          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 6.   Exhibits and Reports on Form 8-K                         11




                       AMERICAN RESTAURANT PARTNERS, L.P.

                     CONSOLIDATED CONDENSED BALANCE SHEETS



                                                       June 25,    December 25,
         ASSETS                                          2002          2001
---------------------------------------              ------------  ------------
Current assets:
 Cash and cash equivalents                           $ 1,981,225   $ 1,594,934
 Accounts receivable                                     220,383       482,185
 Due from affiliates                                      64,821        64,668
 Notes receivable from
  affiliates - current portion                            15,249        16,173
 Inventories                                             404,725       397,821
 Prepaid expenses                                        280,336       359,592
                                                      ----------    ----------
 Total current assets                                  2,966,739     2,915,373

Net property and equipment                            18,536,149    20,134,758

Other assets:
 Franchise rights, net                                 4,850,581     4,969,167
 Notes receivable from affiliates                         46,665        53,409
 Deposit with affiliate                                  485,000       485,000
 Goodwill                                              1,967,627     1,967,627
 Other                                                 1,153,608     1,193,205
                                                      ----------    ----------
                                                       8,503,481     8,668,408
                                                      ----------    ----------
                                                     $30,006,369   $31,718,539
                                                      ==========    ==========


LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)

Current liabilities:
 Accounts payable                                    $ 2,070,209   $ 3,129,578
 Due to affiliates                                        36,547        52,763
 Accrued payroll and other taxes                       1,032,987       981,542
 Accrued liabilities                                   1,173,110     1,404,786
 Current maturities of long-term debt                  2,840,136     5,406,737
 Current portion of capital lease obligations            555,648       596,356
                                                      ----------    ----------
 Total current liabilities                             7,708,637    11,571,762

Long-term liabilities less current maturities:
 Capital lease obligations                             3,741,834     1,995,197
 Long-term debt                                       22,470,762    23,667,180
 Other noncurrent liabilities                          1,166,401       817,104
                                                      ----------    ----------
                                                      27,378,997    26,479,481

Minority interests in Operating Partnerships             157,076       140,406
Commitments and contingencies                                  -             -

Partners' capital (deficiency):
 General Partners                                         (7,082)       (8,358)
 Limited Partners:
  Class A Income Preference                            5,352,470     5,131,262
  Classes B and C                                     (8,091,200)   (9,146,027)
 Notes receivable employees - sale
  of partnership units                                  (633,886)     (591,344)
 Cost in excess of carrying value
  of assets acquired                                  (1,858,643)   (1,858,643)
                                                      ----------    ----------
 Total partners' deficiency                           (5,238,341)   (6,473,110)
                                                      ----------    ----------
                                                     $30,006,369   $31,718,539
                                                      ==========    ==========


                            See accompanying notes.

<TABLE>

                                   AMERICAN RESTAURANT PARTNERS, L.P.
                              CONSOLIDATED CONDENSED STATEMENTS OF INCOME


<CAPTION>
                                                  Three Periods Ended            Six Periods Ended
                                                June 25,       June 26,       June 25,       June 26,
                                                  2002           2001           2002           2001
                                              -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>
Net sales                                     $17,033,867    $15,795,550    $34,552,563    $31,394,142

Operating costs and expenses:
 Cost of sales                                  4,109,466      4,075,401      8,288,837      8,000,718
 Restaurant labor and benefits                  4,832,451      4,588,763      9,714,846      9,186,478
 Advertising                                      983,037        912,754      2,091,622      1,911,910
 Other restaurant operating
  expenses exclusive of
  depreciation and amortization                 3,187,260      2,878,696      6,256,782      5,923,805
 General and administrative:
  Management fees - related party               1,057,553        976,566      2,144,040      1,938,113
  Other                                           467,151        230,745        847,217        540,868
 Depreciation and amortization                    776,241        764,098      1,490,815      1,501,625
                                               ----------     ----------     ----------     ----------

      Income from operations                    1,620,708      1,368,527      3,718,404      2,390,625

Equity in loss of
  unconsolidated affiliates                       (37,577)       (32,499)      (122,375)      (111,458)
Interest income                                     6,932          7,332         12,859         15,016
Interest expense                                 (686,250)      (784,468)    (1,435,209)    (1,574,235)
                                               ----------     ----------     ----------     ----------

Income before minority interest                   903,813        558,892      2,173,679        719,948

Minority interests in income of
 Operating Partnerships                           (12,216)        (7,770)       (29,214)       (10,852)
                                               ----------     ----------     ----------     ----------
Net income                                    $   891,597    $   551,122    $ 2,144,465    $   709,096
                                               ==========     ==========     ==========     ==========


Net income allocated to Partners:
 Class A Income Preference                    $   166,421    $   104,094    $   403,003    $   134,190
 Class B                                      $   263,855    $   162,614    $   633,478    $   209,134
 Class C                                      $   461,321    $   284,414    $ 1,107,984    $   365,772

Weighted average number of Partnership
 units outstanding during period:
   Class A Income Preference                      695,516        700,540        695,931        702,410
   Class B                                      1,102,719      1,094,375      1,093,928      1,094,697
   Class C                                      1,927,986      1,914,077      1,913,334      1,914,612

Basic and diluted income
 before minority interest
 per Partnership unit                         $      0.24    $      0.15    $      0.59    $      0.19

Basic and diluted minority interest
 per Partnership unit                         $      0.00    $      0.00    $      0.01    $      0.00

Basic and diluted net income
 per Partnership unit                         $      0.24    $      0.15    $      0.58    $      0.19

Distributions per Partnership interest        $     0.155    $     0.100    $     0.255    $     0.200


<FN>
                                       See accompanying notes.

</TABLE>


<TABLE>


                       AMERICAN RESTAURANT PARTNERS, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                           Six Periods Ended
                                                        June 25,       June 26,
                                                          2002           2001
                                                      -----------    -----------
<S>                                                   <C>            <C>
Cash flows from operating activities:
 Net income                                           $ 2,144,465    $   709,096
 Adjustments to reconcile net income
  to net cash provided by operating activities:
   Depreciation and amortization                        1,490,815      1,501,625
   Equity in loss of unconsoliated affiliates             122,375        111,458
   Loss on disposition of assets                          122,624          7,270
   Minority interest in income of
     Operating Partnerships                                29,214         10,852
   Unit compensation expense                               33,426         26,656
   Net change in operating assets and liabilities:
     Accounts receivable                                  267,803        245,157
     Due from affiliates                                     (153)       (21,888)
     Inventories                                           (6,904)       (13,542)
     Prepaid expenses                                      79,256         29,539
     Accounts payable                                  (1,059,369)       317,890
     Due to affiliates                                    (16,216)       (37,020)
     Accrued payroll and other taxes                       51,445         76,302
     Accrued liabilities                                 (231,676)      (145,936)
     Other, net                                              (804)      (103,217)
                                                       ----------     ----------
 Net cash provided by operating activities              3,026,301      2,714,242

Investing activities:
 Investment in unconsolidated affiliates                 (108,212)       (91,072)
 Additions to property and equipment                     (669,469)    (1,064,038)
 Proceeds from sale of property and equipment                   -         43,028
 Proceeds from sale and leaseback of property
  and equipment                                         3,188,044              -
 Collections of notes receivable from affiliates            7,668          5,579
                                                       ----------     ----------
 Net cash provided by (used in) investing activities    2,418,031     (1,106,503)

Financing activities:
 Payments on long-term borrowings                      (4,099,269)    (1,203,173)
 Proceeds from long-term borrowings                       336,250        523,356
 Payments on capital lease obligations                   (333,354)      (268,119)
 Distributions to Partners                               (879,636)      (690,281)
 Repurchase of units                                      (79,185)       (41,336)
 Proceeds from issuance of Class B and C units              9,698              -
 General Partners' distributions
  from Operating Partnerships                              (9,545)        (7,496)
 Minority interests' distributions
   from Operating Partnerships                             (3,000)        (3,000)
                                                       ----------     ----------
 Net cash used in financing activities                 (5,058,041)    (1,690,049)
                                                       ----------     ----------

 Net increase (decrease) in cash and cash equivalents     386,291        (82,310)

Cash and cash equivalents at beginning of period        1,594,934        788,485
                                                       ----------     ----------

Cash and cash equivalents at end of period            $ 1,981,225    $   706,175
                                                       ==========     ==========

<FN>
                             See accompanying notes.

</TABLE>



                 AMERICAN RESTAURANT PARTNERS, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

          Six Periods Ended June 25, 2002 and June 26, 2001


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. (APP), APP
Concepts, LLC and Oklahoma Magic, L.P. (Magic). American Restaurant
Partners, L.P., APP, APP Concepts, LLC and Magic are hereinafter
collectively referred to as the Partnership.  All significant
intercompany balances and transactions have been eliminated. The
consolidated condensed financial statements have been prepared
without audit. The Balance Sheet at December 25, 2001 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 25, 2001.

The results of operations for interim periods are not necessarily
indicative of the results for the full year. The Partnership does
not experience significant seasonality but sales continue to be
largely driven through advertising and promotion.


2.  Subsequent Events
    -----------------

On July 2, 2002 the Partnership declared a quarterly distribution of
$0.10 per unit, and an additional cash distribution of $0.055 per
unit, for a total of $0.155 per unit to all unitholders of record as
of July 12, 2002.  The distribution is not reflected in the June 25,
2002 consolidated condensed financial statements.


3.  Supplemental Cash Flow Information
    ----------------------------------
                                              Six Periods Ended
                                             6/25/02     6/26/01
                                           ----------  ----------
Cash paid for interest                     $1,445,828  $1,567,549
Noncash investing and financing
 activity:
   Distributions offset against
     notes receivable                          65,309      51,865
   Reduction of notes receivable
     recorded as compensation expense          33,426      26,656
   Capital leases entered into as part
     of sale-leaseback transactions         2,039,283           -
   Equipment acquired through capital
     lease                                          -     153,932
   Issuance of units for notes receivable     147,277           -


4.  Goodwill
    --------

Statement of Financial Accounting Standards (SFAS) 142, Goodwill and
Intangible Assets, was issued in June 2001 and adopted by the
Partnership on December 26, 2001.  SFAS 142 provides that goodwill
is no longer amortized effective December 26, 2001, but is instead
reviewed for impairment at least annually and whenever there is an
impairment indicator.  The Partnership has completed its
transitional fair value based impairment test of goodwill, which
indicated the value of goodwill is not impaired at December 26,
2001, and as a result, no impairment loss was recognized.  Goodwill
amortization for the six periods ended June 26, 2001 was
approximately $42,000.  Net income for the six periods ended June
26, 2001, adjusted to exclude goodwill amortization, would have been
approximately $751,000.


5.  Contingency
    -----------

On July 26, 2000, APP purchased 39% of Magic from Restaurant
Management Company of Wichita, Inc. (RMC) for $2,500,000 cash and
contingent consideration of $700,000.  The contingent consideration
will become due in the event that Magic's cash flow (determined on a
12 month trailing basis) exceeds $2.6 million at any time between
January 1, 2001 and December 31, 2005.  Payment of the remaining
balance shall be made in Class B and Class C Units of the
Partnership.  Based on current operating results of Magic, cash
flows may exceed $2.6 million at some point during 2002.  In the
event that Magic's cash flow does not reach this cash flow goal on
or prior to December 31, 2005, APP shall owe no additional
consideration.



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


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

As of June 25, 2002, the Partnership operated 70 traditional Pizza
Hut red roof restaurants, 16 delivery/carryout units and 2 dualbrand
locations.

Comparison of the Three and Six Periods Ended June 25, 2002
-----------------------------------------------------------
with the Three and Six Periods Ended June 26, 2001
--------------------------------------------------

Net sales for the three periods ended June 25, 2002 were
$17,034,000, which was a $1,238,000, or 7.8%, increase over net
sales of $15,796,000 reported for the same three periods of 2001.
For the year-to-date, net sales increased $3,158,000, or 10.1% over
the prior year.  Comparable restaurant sales increased 3.6% for the
quarter and 6.3% for the year-to-date.  The sales increase was
primarily attributable to the successful introduction of a new
product, P'ZONE, in the first quarter of 2002.  The sales increase
is also attributable to a price increase the Partnership implemented
at the end of the third quarter of 2001.

Results of Operations
  as a Percentage of Sales:

                                  Three Periods      Six Periods
                                      Ended             Ended
                                 6/25/02  6/26/01  6/25/02  6/26/01
                                 -------  -------  -------  -------

Cost of sales                     24.1%    25.8%    24.0%    25.5%
Restaurant labor and benefits     28.4%    29.1%    28.1%    29.3%
Advertising                        5.8%     5.8%     6.1%     6.1%
Other restaurant operating
 expenses exclusive of
 depreciation and amortization    18.7%    18.2%    18.1%    18.9%
General and administrative:
 Management fees                   6.2%     6.2%     6.2%     6.2%
 Other                             2.7%     1.4%     2.5%     1.6%
Depreciation and amortization      4.6%     4.8%     4.3%     4.8%

Income from operations             9.5%     8.7%    10.8%     7.6%

Income from operations for the three periods ended June 25, 2002
increased $252,000 from $1,369,000 to $1,621,000, a 18.4% increase
from the same three periods of 2001.  Year-to-date income from
operations increased $1,327,000, or 55.5%, from $2,391,000 to
$3,718,000.

Cost of sales as a percentage of net sales decreased 170 and 150
basis points for the quarter and year-to-date, respectively.  This
decrease was primarily due to a 17% decrease in cheese costs during
the second quarter.  The year-to-date decrease is also due to a
decrease in the cost of meat toppings as well as the effect of the
price increase the Partnership implemented at the end of the third
quarter of 2001.

Labor and benefits expense for the quarter and year-to-date
decreased 70 and 120 basis points, respectively, primarily due to
efficiencies gained at higher sales levels.

Other restaurant operating expenses increased 50 basis points for
the quarter but decreased 80 basis points year-to-date.  The
increase for the quarter was primarily due to business interruption
insurance proceeds which were offset against other restaurant
operating expenses in 2001.  The year-to-date decrease was primarily
attributable to a decrease in utility expense.

Other general and administrative expense for the quarter and year-
to-date increased 130 and 90 basis points, respectively, primarily
due to increased management bonuses paid in 2002 resulting from
increased cash flow results.

Depreciation and amortization expense decreased 20 and 50 basis
points for the quarter and year-to-date, respectively, as a result
of no longer amortizing goodwill in 2002 in accordance with
Statement of Financial Accounting Standards (SFAS) 142 (see Note 4
in Notes to Consolidated Condensed Financial Statements).

For the quarter, the Partnership had net income of $892,000, a
$341,000 increase over the prior year's net income of $551,000.
This increase was primarily due to the increase in income from
operations noted above and a $98,000 decrease in interest expense.


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

At June 25, 2002 the Partnership had a working capital deficiency of
$4,742,000 compared to a working capital deficiency of $8,656,000 at
December 25, 2001.  This decrease in working capital deficiency is
primarily attributable to a $2,567,000 decrease in the current
portion of long-term debt resulting from sale-leaseback transactions
on eight real estate properties in January 2002.  The decrease in
working capital deficiency is also attributable to net income of
$2,144,000 for the six periods ended June 25, 2002.  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 six periods
ended June 25, 2002, net cash provided by operating activities
amounted to $3,026,000 compared to $2,714,000 for the six periods
ended June 26, 2001.  This increase is primarily the result of an
increase in net income of $1,435,000 which was used to pay down
accounts payable and accrued liabilities, and an increase in loss on
disposition of assets of $115,000.

INVESTING ACTIVITIES.  Capital expenditures for the six periods
ended June 25, 2002 were $669,000 of which $275,000 was for
construction of new restaurants.  The remainder was for replacement
of equipment in existing restaurants.  The Partnership completed
sale-leaseback transactions for the real estate of eight of its
properties which generated funds of $3,188,000.

FINANCING ACTIVITIES.  Cash distributions paid during the six
periods ended June 25, 2002 were $880,000 net of a reduction in
employee notes receivable of $65,000.  Distributions amounted to
$.255 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 six periods ended June 25, 2002, the Partnership's
payments on long-term borrowings totaled $4,099,000, the majority of
which were funded through proceeds from sale-leaseback transactions.
Proceeds from borrowings amounted to $336,000 during the six periods
ended June 25, 2002.  The Partnership opened one new
delivery/carryout restaurant in the Oklahoma City, Oklahoma area
during the first quarter of 2002.  This unit is leased from an
unrelated third party.  The Partnership plans to open one new
restaurant and one replacement restaurant during 2002.  The land for
the new restaurant has been purchased.  Management anticipates
spending approximately $800,000 for the building and equipment at
this location.  The remaining restaurant planned for development
will be leased from an unrelated third party.  Management
anticipates the cost of developing this location at approximately
$400,000.  Development of the restaurants will be financed through
existing lenders.  Management anticipates spending an additional
$425,000 during the remainder of 2002 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.


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.


EFFECTS OF INFLATION AND FUTURE OUTLOOK
---------------------------------------

Inflationary factors such as increases in food and labor costs
directly affect the Partnership's operations.  Because most of the
Partnership's employees are paid on an hourly basis, changes in
rates related to federal and state minimum wage and tip credit laws
will affect the Partnership's labor costs.  The Partnership cannot
always effect immediate price increases to offset higher costs and
no assurance can be given the Partnership will be able to do so in
the future.

The Partnership's property and liability insurance and workers'
compensation insurance policies renew annually on July 1.  Effective
July 1, 2002, the Partnership's property and liability insurance
premiums increased 40% and its workers' compensation premiums
increased 60%.  The Partnership has implemented a renewed focus on
risk management in order to mitigate these premium increases.

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.  Due to the
small amount of debt at variable interest rates, a hypothetical 100
basis point adverse move (increase) in interest rates along the
entire interest rate yield curve would not have a material effect on
either the Partnership's interest expense or net income over the
term of the related debt.  This 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.




                             SIGNATURES


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:  08/08/02          By:   /s/Hal W. McCoy
       --------                ----------------------------
                               Hal W. McCoy
                               Chairman and Chief Executive Officer


Date:  08/08/02          By:   /s/Terry Freund
       --------                ----------------------------
                               Terry Freund
                               Chief Financial and Accounting Officer



                  CERTIFICATION OF PERIODIC REPORT


I, Hal W. McCoy, Chairman and Chief Executive Officer and Terry
Freund, Chief Financial and Accounting Officer of American Restaurant
Parnters, L.P. (the "Partnership"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 that:

  (1)  the Quarterly Report on Form 10-Q of the Partnership for the
       quarterly period ended June 25, 2002 (the "Report") fully
       complies with the requirements of Section 13(a) or 15(d) of
       the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
       and

  (2)	 the information contained in the Report fairly presents, in
       all material respects, the financial condition and results of
       the operations of the Partnership.


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


Date:  08/08/02          By:   /s/Hal W. McCoy
       --------                ----------------------------
                               Hal W. McCoy
                               Chairman and Chief Executive Officer


Date:  08/08/02          By:   /s/Terry Freund
       --------                ----------------------------
                               Terry Freund
                               Chief Financial and Accounting Officer