AMERICAN RESTAURANT PARTNERS L P
10-K, 1997-03-31
EATING PLACES
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                              UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                               FORM 10-K
   
(Mark One)
(X)   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

     For the fiscal year ended December 31, 1996

                             OR
                                   
(  )   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

       For the transition period from _______ to _______
    
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 No.)

555 N. Woodlawn,  Suite 3102
Wichita, Kansas                                           67208
(Address of principal executive offices)                (Zip code)

Registrant's telephone number, including area  code:  (316) 684-5119

Securities registered pursuant to Section 12(b) of the Act:  None

                                             Name of each exchange
     Title of each class                      on which registered
     -------------------                     ---------------------
Class A Income Preference Units of              American Stock
 Limited Partner Interests                         Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

  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  
                           ----                ----- 
  Indicate  by  check  mark if disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will not be contained to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K.  (X)
     
  As of February 28, 1997 the aggregate market value of the
income preference units held by non-affiliates of the registrant
was $4,174,871.


                                PART I
                                   
                                   
Item 1.   Business
- -------   --------
General Development of Business
- -------------------------------     
  American   Restaurant  Partners,  L.P.,  a   Delaware   limited
partnership (the "Partnership"), was formed on April 27, 1987 for
the  purpose  of  acquiring and operating through American  Pizza
Partners,  L.P.,  a Delaware limited partnership (the  "Operating
Partnership"), substantially all of the restaurant operations  of
RMC  Partners, L.P. ("RMC") in connection with a public  offering
of  Class  A  Income  Preference units by the  Partnership.   The
transfer of assets from RMC was completed on August 21, 1987  and
the Partnership commenced operations on that date.  Subsequently,
the Partnership completed its public offering of 800,000 Class  A
Income Preference units and received net proceeds of $6,931,944.

  The  Partnership  is  a 99% limited partner  in  the  Operating
Partnership which conducts substantially all of the business  for
the  benefit  of the Partnership.  RMC American Management,  Inc.
("RAM")  is  the managing general partner of both the Partnership
and  the  Operating Partnership. RAM and RMC own an aggregate  1%
interest in the Operating Partnership.

  As  of December 31, 1996, the Partnership owned and operated 56
"Pizza   Hut"   restaurants,  9  "Pizza  Hut"   delivery/carryout
facilities, and 2 convenience store locations (collectively,  the
"Restaurants").  In 1996, the Partnership opened one  new  "Pizza
Hut" restaurant, four "Pizza Hut" delivery/carryout units and two
convenience store locations.  The Partnership also relocated  two
units,  converting one from a "Pizza Hut" delivery/carryout  unit
to  a "Pizza Hut" restaurant.  The following table sets forth the
states  in  which  the  Partnership's Pizza Hut  Restaurants  are
located:

                        Units           Units          Units
                      Open At         Opened in      Open  At
                      12-26-95          1996          12-31-96
                      --------        ---------      ---------

     Georgia             8               --               8
     Louisiana           2               --               2
     Montana            17               --              17
     Texas              25                6              31
     Wyoming             8                1               9
                        --               --              --
        Total           60                7              67
                        ==               ==              ==


Financial Information About Industry Segments
- ---------------------------------------------
  The  restaurant industry is the only business segment in  which
the Partnership operates.


Narrative Description of Business
- ---------------------------------
  The  Partnership  operates the Restaurants under  license  from
Pizza Hut, Inc. ("PHI"), a subsidiary of PepsiCo, Inc.  Since  it
was  founded  in 1958, PHI has become the world's  largest  pizza
restaurant   chain  in  terms  of  both  sales  and   number   of
restaurants.   As of February 28, 1997, there were  approximately
7,500 Pizza Hut restaurants and delivery/carryout facilities with
locations in all 50 states and in over 85 foreign countries.  PHI
owns  and  operates  approximately 60% of these  restaurants  and
independent  franchisees  own and operate  approximately  40%  of
these restaurants.

  All  Pizza  Hut restaurants offer substantially the  same  menu
items,  including several varieties of pizza as  well  as  pasta,
salads  and  sandwiches.  All food items are prepared  from  high
quality  ingredients in accordance with PHI's proprietary recipes
and a special blend of spices available only from PHI.  Pizza  is
offered in several different sizes with a thin crust, hand tossed
traditional  crust, or a thick crust, known as  "Pan  Pizza",  as
well  as  with  a  wide variety of toppings.  Food  products  not
prescribed  by  PHI  may only be offered with the  prior  express
approval of PHI.

  PHI  maintains  a  research  and development  department  which
develops new recipes and products, tests new procedures for  food
preparation  and  approves suppliers for Pizza  Hut  restaurants.
During 1995, PHI successfully introduced "Stuffed Crust Pizza", a
pizza with a ring of mozzarella cheese hand-stuffed in the crust.

  Pizza  Hut  restaurants  are  constructed  in  accordance  with
prescribed design specifications and most are similar in exterior
appearance  and interior decor.  The typical restaurant  building
is  a  one-story brick building with 1,800 to 3,000 square  feet,
including  kitchen and storage areas, and features a  distinctive
red roof.  Seating capacity ranges from 75 to 140 persons and the
typical property site will accommodate parking for 30 to 70 cars.
Building  designs  may  be  varied only  upon  request  and  when
required to comply with local regulations or for unique marketing
reasons.

  PHI  has  developed a system for delivery of  pizza  and  other
food  products  to  customers' homes or  offices.   Delivery  has
resulted  in excellent growth for the Pizza Hut system  from  the
mid  1980's through the early 1990's.  As growth in the  delivery
segment is slowing, alternative sites of distribution is an  area
of  the  business  in which PHI will concentrate development  for
future growth.

Franchise Agreements
- --------------------  
     General.   The relationships between PHI and its franchisees
are governed by franchise agreements (the "Franchise Agreements").
Pursuant  to  the  Franchise  Agreements,  PHI  franchisees  are
granted the right to establish and operate restaurants under  the
Pizza  Hut  system  within  a designated  geographic  area.   The
initial  term of each Franchise Agreement is 20 years, but  prior
to  expiration,  the franchisee may renew the  agreement  for  an
additional  15  years,  if  not then in  default.   Renewals  are
subject  to  execution of the then current form of the  Franchise
Agreement,  including  the  current fee  schedules.   Unless  the
franchisee  fails to develop its assigned territory,  PHI  agrees
not  to  establish,  and  not  to license  others  to  establish,
restaurants within the franchisee's territory.

     Standards  of Operation.  PHI  provides management  training
for  employees  of  franchisees and each  restaurant  manager  is
required  to  meet certain training requirements.   Standards  of
quality,  cleanliness, service, food, beverages, decor, supplies,
fixtures  and equipment for Pizza Hut restaurants are  prescribed
by  PHI.   Although new standards and products may be  prescribed
from   time   to   time,   any  revision  requiring   substantial
expenditures  by  franchisees must  be  first  proven  successful
through  market  testing  conducted  in  5%  of  all  Pizza   Hut
restaurants.  Failure to comply with the established standards is
cause for termination of a Franchise Agreement by PHI and PHI has
the  right  to  inspect  each restaurant to  monitor  compliance.
Management   of  the  Partnership  believes  that  the   existing
Restaurants meet or exceed the applicable standards; neither  the
predecessors to RMC nor the Partnership has ever had a  Franchise
Agreement terminated by PHI.

     Advertising.   All  franchisees  are  required  to  join   a
cooperative   advertising  association   ("co-op")   with   other
franchisees  within  local  marketing  areas  defined   by   PHI.
Contributions of 2% of each restaurant's monthly gross sales must
be  made  to such co-ops for the purchase of advertising  through
local  broadcast media.  The term "gross sales" shall mean  gross
revenues  (excluding price discounts and allowances) received  as
payment  for  the beverages, food, and other goods, services  and
supplies sold in or from each restaurant, and gross revenues from
any  other business operated on the premises, excluding sales and
other  taxes  required by law to be collected from  guests.   All
advertisements must be approved by PHI which contributes  on  the
same  basis to the appropriate co-op for each restaurant operated
by  PHI.    Franchisees  are  also  required  to  be  members  of
I.P.H.F.H.A.,  Inc.  ("IPHFHA")  an  independent  association  of
franchisees which, together with representatives of PHI, develops
and directs national advertising and promotional programs.

  Members  of IPHFHA are required to pay national dues  equal  to
2%  of  each  restaurant's monthly gross sales.   Such  dues  are
primarily   used   to  conduct  the  national   advertising   and
promotional programs.  Although it is not a member of IPHFHA, PHI
contributes on the same basis as members for each restaurant that
PHI operates.

Effective  January 1, 1996, PHI and the members of IPHFHA  agreed
to  decrease their contribution to the co-ops by 0.5% to 1.5%  of
monthly  gross sales and increase their national dues by 0.5%  to
2.5%  of  monthly  gross sales.  The increase  in  national  dues
allows for additional buying of network television.

  Purchase  of  Equipment,  Supplies  and  Other  Products.   The
Franchise  Agreements  require that all equipment,  supplies  and
other products and materials required for operation of Pizza  Hut
restaurants   be  obtained  from  suppliers  that  meet   certain
standards  established and approved by PHI.  PFS, a  wholly-owned
subsidiary  of  PepsiCo,  Inc., offers  certain  equipment,  food
products  and supplies for sale to franchisees for use  in  their
restaurants,  but franchisees are not required to  purchase  such
items  from PFS.  Further, PHI limits its rate of profit on PFS's
sales of food, paper products and similar restaurant supplies  to
franchisees to a 14% gross profit and a 2.5% net pre-tax  profit.
Profits  in  excess of such amounts are returned  annually  on  a
proportionate basis to franchisees purchasing products from  PFS.
Because  of these financial incentives, the Partnership purchases
substantially all of its equipment, supplies, and other  products
and  materials  from  PFS, except for produce  items,  which  are
purchased  locally for each Restaurant.  Most of  the  equipment,
supplies,   and  other  products  and  materials  used   in   the
Restaurant's  operations, however, are commodity items  that  are
available  from numerous suppliers at market prices.  Certain  of
the  items  used  in  preparation of  the  Restaurant's  products
currently are available only to Pizza Hut franchisees from PHI.

  Franchise Fees.  Franchisees must pay monthly service  fees  to
PHI  based on each restaurant's gross sales.  The monthly service
fee  under each of the Franchise Agreements is 4% of gross sales,
or,  if  payment  of  a percentage of gross  sales  of  alcoholic
beverages is prohibited by state law, 4.5% of gross sales of food
products and nonalcoholic beverages.  Fees are payable monthly by
the  20th  day  after the end of each month and  franchisees  are
required  to submit monthly gross sales data for each restaurant,
as  well  as  quarterly and annual profit and loss data  on  each
restaurant, to PHI.  In addition to the monthly service fees,  an
initial franchise fee of $15,000 is payable to PHI prior  to  the
opening of each new restaurant.
  
  No  Transfer  or  Assignment without  Consent.   No  rights  or
interests  granted to franchisees under the Franchise  Agreements
may  be  sold, transferred or assigned without the prior  written
consent  of PHI which may not be unreasonably withheld if certain
conditions  are  met.  Additionally, PHI has  a  first  right  of
refusal  to purchase all or any part of a franchisee's  interests
if  the  franchisee proposes to accept a bona fide offer  from  a
third  party to purchase such interests and the sale would result
in a change of control of the franchisee.
  
  PHI  requires  that  the principal management  officials  of  a
franchisee retain a controlling interest in a franchisee that  is
a corporation or partnership.
  
  Default  and  Termination.  Franchise Agreements  automatically
terminate   in   the   event  of  the  franchisee's   insolvency,
dissolution  or  bankruptcy.  In addition,  Franchise  Agreements
automatically   terminate   if   the   franchisee   attempts   an
unauthorized transfer of a controlling interest of the franchise.
PHI,  at  its option, may also unilaterally terminate a Franchise
Agreement if the franchisee (i) is convicted of a felony, a crime
of  moral turpitude or another offense that adversely affects the
Pizza Hut system, its trademarks or goodwill, (ii) discloses,  in
violation   of   the  Agreement,  confidential   or   proprietary
information  provided  to it by PHI, (iii) knowingly  or  through
gross  negligence  maintains false books or  records  or  submits
false  reports  to  PHI,  (iv) conducts the  business  so  as  to
constitute  an  imminent  danger to the  public  health,  or  (v)
receives  notices  of default on three (3) or more  occasions  in
twelve  (12) months, or five (5) or more occasions in  thirty-six
(36)  months  even if each default had been cured.  A termination
under  item  (v)  will affect only the individual restaurants  in
default,  unless  the defaults relate to the franchisee's  entire
operation,  or are part of a common pattern or scheme,  in  which
case all of the franchisee's rights will be terminated.
  
  Further,  at  its  option,  but only  after  thirty  (30)  days
written notice of default and the franchisee's failure to  remedy
such  default  within  the notice period,  PHI  may  terminate  a
Franchise  Agreement  if the franchisee (i)  fails  to  make  any
required  payments or submit required financial  or  other  data,
(ii) fails to maintain prescribed restaurant operating standards,
(iii)  fails  to  obtain any required approval or  consent,  (iv)
misuses  any of PHI's trademarks or otherwise materially  impairs
its goodwill, (v) conducts any business under a name or trademark
that  is confusingly similar to those of PHI, (vi) defaults under
any  lease,  sublease,  mortgage or  deed  of  trust  covering  a
restaurant,   (vii)   fails  to  procure  or  maintain   required
insurance,  or (viii) ceases operation without the prior  consent
of   PHI.   Management  believes  that  the  Partnership  is   in
compliance  in  all material respects with its current  Franchise
Agreements;  neither the predecessors to RMC nor the  Partnership
has ever had a Franchise Agreement terminated by PHI.
  
  In  addition to items (i) through (viii) noted in the preceding
paragraph, the Franchise Agreements allow PHI to also terminate a
Franchise Agreement after thirty (30) days written notice if  the
franchisee  attempts  an unauthorized transfer  of  less  than  a
controlling  interest.   A termination  under  these  items  will
affect  only  the individual restaurants in default,  unless  the
defaults  relate to the franchisee's entire operation,  in  which
case all of the franchisee's rights will be terminated.
  
  Tradenames,  Trademarks and Service Marks.  "Pizza  Hut"  is  a
registered  trademark of PHI.  The Franchise  Agreements  license
franchisees  to use the "Pizza Hut" trademark and  certain  other
trademarks,  service  marks, symbols,  slogans,  emblems,  logos,
designs  and  other  indicia or origin in connection  with  their
Pizza  Hut  restaurants and all franchisees agree to limit  their
use  of such marks to identify their restaurants and products and
not to misuse or otherwise jeopardize such marks.  The success of
the business of the Restaurants is significantly dependent on the
ability of the Partnership to operate using these marks and names
and on the continued protection of these marks and names by PHI.
  
  Future   Expansion.    Under  the  terms   of   the   Franchise
Agreements,  the  Partnership has the right  to  open  additional
Pizza Hut restaurants within certain designated territories.  The
Partnership is not obligated to open any new restaurants in  1996
or future years.
  
Seasonality
- -----------  
  Due  to  the  seasonal  nature of the  restaurant  business  in
general,  the  locations of many of the Restaurants  near  summer
tourist  attractions, and the severity of winter weather  in  the
areas  in  which  many  of  the  Restaurants  are  located,   the
Partnership  realizes approximately 40% of its operating  profits
in  periods six through nine (18 weeks).  Although this  seasonal
trend  is  likely  to continue, the severity  of  these  seasonal
cycles  may  be  lessened  to  the extent  that  the  Partnership
operates  Pizza Hut restaurants in warmer climates and nontourist
population  areas  in  the  future.   The  Partnership  does  not
anticipate  that  the  current seasonal  trends  will  cause  the
Partnership's  negative  working  capital  to  deteriorate   even
further during seasonal lows even if these trends continue.

Competition
- -----------
  The  retail  restaurant  business is  highly  competitive  with
respect  to  trademark recognition, price, service, food  quality
and  location, and is often affected by changes in tastes, eating
habits,  national and  local economic conditions, population  and
traffic  patterns.  The Restaurants compete with  large  regional
and  national  chains, including both fast food and full  service
chains,   as  well  as  with  independent  restaurants   offering
moderately  priced  food.  Many of the Partnership's  competitors
have  more  locations,  greater financial resources,  and  longer
operating   histories  than  the  Partnership.   The  Restaurants
compete directly with other pizza restaurants for dine-in,  take-
out and delivery customers.

Government Regulation
- ---------------------
  The  Partnership  and the Restaurants are  subject  to  various
government  regulations,  including zoning,  sanitation,  health,
safety  and  alcoholic beverage controls.  Restaurant  employment
practices  are also governed by minimum wage, overtime and  other
working  condition regulations which, to date,  have  not  had  a
material  effect  on  the  operation  of  the  Restaurants.   The
Partnership  believes that it is in compliance with all  material
laws  and  regulations which govern its business.   In  order  to
comply with the regulations governing alcoholic beverage sales in
Montana, Texas and Wyoming, the licenses permitting beer sales in
certain  Restaurants  in those states are held  in  the  name  of
resident   persons  or  domestic  entities  to  whom  they   were
originally  issued,  and are utilized by  the  Partnership  under
lease  arrangements  with  such  resident  persons  or  entities.
Because  of  the  varying requirements of various state  agencies
regulating  liquor  and beer licenses, the Partnership  Agreement
provides  that all Unitholders and all other holders  of  limited
partner interests must furnish the Managing General Partner  with
all  information it reasonably requests in order to  comply  with
any   requirements  of  these  state  agencies,  and   that   the
Partnership   has  the right to purchase all Units  held  by  any
person  whose  ownership  of  Units would  adversely  affect  the
ability  of the Partnership to obtain or retain licenses to  sell
beer or wine in any Restaurant.

Employees
- ---------
    As  of  February 28, 1997, the Partnership did not  have  any
employees.   The  Operating Partnership had  approximately  1,500
employees at the Restaurants.  Each Restaurant is managed by  one
restaurant manager and one or more assistant restaurant managers.
Many  of the other employees are employed only part-time and,  as
is customary in the restaurant business, turnover among the part-
time employees is high.  Employees at one of the Restaurants  are
covered  by  a collective bargaining agreement.  The  Restaurants
are  managed  by  employees of Restaurant Management  Company  of
Wichita,  Inc.  (the "Management Company"), an affiliate  of  the
Partnership, which has its principal  offices in Wichita, Kansas.
The  Management  Company has a total of 36 employees  which  will
devote  all or a significant part of their time to management  of
the Restaurants.  In addition, the Partnership may employ certain
management  officials of the Management Company on  a  part  time
basis.  Employee relations are believed to be satisfactory.


Financial Information About Foreign and Domestic Operations and
- ---------------------------------------------------------------
Export Sales
- ------------
  The Partnership operates no restaurants in foreign countries.


Item 2. Properties
- ------------------
  The following table lists the location by state of Restaurants
operated  by the Partnership as of December 31, 1996.

               Leased From        Leased From
             Unrelated Third   Affiliates of the
                Parties        General Partners    Owned    Total
                -------        ----------------    -----    -----
Georgia           1                  0               7        8
Louisiana         1                  0               1        2
Montana          10                  0               7       17
Texas            19                  0              12       31
Wyoming           6                  1               2        9
                 --                 --              --       --
   Total         37                  1              29       67
                 ==                 ==              ==       == 

  Four of the properties owned by the Partnership are subject  to
ground  leases from unrelated third parties.  The property leased
from  an  affiliate  of  the General Partners  is  subject  to  a
mortgage  or  deed  of trust.  Most of the properties,  including
that owned by an affiliate of the General Partners are leased for
a  minimum term of at least five years and are subject to one  to
four  five year renewal  options.  Four leases with initial terms
of  less than five years contain renewal options extending to  at
least  1998.   A low volume delivery/carryout facility  is  being
leased  on an annual basis with the lease automatically  renewing
at the end of each term. The Partnership believes that the leases
with  shorter terms can be renewed for multiple year periods,  or
the   property  purchased,  without  significant  difficulty   or
unreasonable expense.

  The  amount  of rent paid is either fixed or includes  a  fixed
rental  plus a percentage of the Restaurant's sales, subject,  in
some   cases,  to  maximum  amounts.   The  leases  require   the
Partnership  to  pay  all real estate taxes, insurance  premiums,
utilities, and to keep the property in general repair.

  Pizza  Hut  restaurants  are  constructed  in  accordance  with
prescribed design specifications and most are similar in exterior
appearance  and interior decor.  The typical restaurant  building
is  a  one-story brick building with 1,800 to 3,000 square  feet,
including  kitchen and storage areas, and features a  distinctive
red roof.  Seating capacity ranges from 75 to 140 persons and the
typical property site will accommodate parking for 30 to 70 cars.
Building  designs  may  be  varied only  upon  request  and  when
required to comply with local regulations or for unique marketing
reasons.   Typical  capital costs for a restaurant  facility  are
approximately  $150,000 for land, $250,000 for the  building  and
$135,000  for  equipment and furnishings.  Land  costs  can  vary
materially   depending   on   the   location   of    the    site.
Delivery/carryout  facilities vary in size and appearance.  These
facilities are generally leased from unrelated third parties.

Item 3.  Legal Proceedings
- --------------------------
  As  of  December 31, 1996, the Partnership was not a  party  to
any pending legal proceedings material to its business.

Item 4.  Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
  Not applicable.



                            PART II
                                   

Item 5.  Market for the Registrant's Class A Income Preference
- --------------------------------------------------------------
Units and Related Security Holder Matters
- -----------------------------------------
  The Partnership's Class A Income Preference Units are traded
on the American Stock Exchange under the symbol "RMC".  Market
prices for units during 1996 and 1995 were:

Calendar Period                    High           Low
- -------------------------------------------------------
1996
- ----
  First Quarter                    7-1/8        6
  Second Quarter                   7-5/16       6-7/16
  Third Quarter                    7            5-7/8
  Fourth Quarter                   6-1/8        5-3/8

1995
- ----
  First Quarter                    6-7/8        5-7/8
  Second Quarter                   6-3/4        5-1/2
  Third Quarter                    7            5-3/4
  Fourth Quarter                   6-15/16      5-3/4

  As  of December 31, 1996, approximately 1,650 unitholders owned
American  Restaurant  Partners, L.P. Class  A  Income  Preference
Units  of  limited partner interest.  Information  regarding  the
number  of  unitholders is based upon holders of record excluding
individual participants in security position listings.

  Cash distributions to unitholders were:
                                              Per          Per
                                           Class A     Class B & C
Record Date            Payment Date          Unit         Unit
- ------------------------------------------------------------------
1996
- ----
  January 12, 1996    January 26, 1996       $0.160     $0.160
  April 12, 1996      April 26, 1996          0.260      0.260
  July 12, 1996       July 26, 1996           0.160      0.160
  October 12, 1996    October 25, 1996        0.160      0.160
                                              -----      -----
  Cash distributed during 1996               $0.740     $0.740
                                              =====      =====
1995
- ----
  January 12, 1995    January 27, 1995       $0.160     $0.160
  April 12, 1995      April 28, 1995          0.160      0.160
  July 12, 1995       July 28, 1995           0.160      0.160
  October 12, 1995    October 27, 1995        0.260      0.260
                                              -----      -----
  Cash distributed during 1995               $0.740     $0.740
                                              =====      =====

    The  Partnership will make quarterly distributions  of  "Cash
Available   for   Distribution"  with  respect  to   the   Income
Preference,  Class B Units, and Class C Units.   "Cash  Available
for Distribution", consists, generally, of 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.  Therefore, the Partnership may experience  quarters
in  which  there  is  no  Cash Available for  Distribution.   The
Partnership   may  retain  cash  during  certain   quarters   and
distribute  it  in  later  quarters in order  to  make  quarterly
distributions more even.

<TABLE>

Item 6.    Selected Financial Data
- ----------------------------------
           (in thousands, except per Unit data, number of Restaurants,
           and average weekly sales per Restaurant)


                                                                    American Restaurant
                                                                       Partners, L.P.
                                              -----------------------------------------------------------------
                                                                         Year Ended   
<CAPTION>
                                               December 31, December 26,  December 27, December 28, December 29, 
                                                  1996         1995          1994         1993         1992
                                              ------------ ------------  ------------ ------------ ------------    
<S>                                            <C>          <C>           <C>          <C>          <C>        
Income statement data:
 Net sales                                     $   40,425   $   40,004    $   37,445   $   36,070   $   34,606
 Income from operations                             3,174        3,890         3,587        3,688        2,966
 Net income                                         1,584        2,481         2,385        3,397        3,418
 Net income per Class A
    Income Preference Unit (a)                       0.40         0.63          1.04         1.72         1.72

Balance sheet data:
 Total assets                                  $   23,745   $   16,134    $   16,445   $   17,085   $   15,906
 Long-term debt                                    18,859       10,525        10,787       11,204        8,539
 Obligations under capital
    leases                                          1,665        1,732         1,800        1,903        2,115
 Partners capital (deficiency):
    General Partners                                   (5)          (3)           (3)          (3)          (3)
    Class A                                         6,295        6,573         6,729        6,751        6,626
    Class B and C                                  (5,811)      (4,688)        (4,479)      (4,416)      (4,178)
    Cost in excess of carrying
       value of assets acquired                    (1,324)      (1,324)       (1,324)      (1,324)        (820)
    Unrealized loss on investment securities          (44)          --            --           --           -- 
    Notes receivable from employees                    --           (6)          (32)         (76)          -- 
 Cash dividends declared per unit:
    Class A Income Preference                        0.74         0.74          1.07         1.60         1.50
    Class B                                          0.74         0.74          0.52         0.50         0.40
    Class C                                          0.74         0.74          0.52         0.50         0.40

Statistical data:
 Capital expenditures: (b)
    Existing Restaurants                       $    2,612   $    1,185    $    1,093   $    2,148   $      326
    New Restaurants                                 4,136           --         1,038          599           44
 Average weekly sales per
    Restaurant: (c)
      Red Roof                                     12,544       12,862        12,278       12,113       10,712
      Delivery/carryout facility/C-store           10,547       12,463        11,536       10,636        8,708
      Restaurants in operation
        at end of period                               67           60            60           58           58
</TABLE>

                                
                NOTES TO SELECTED FINANCIAL DATA


(a)  Net income per Class A Income Preference Unit was determined
by  allocating  the earnings in the same manner required  by  the
Partnership Agreements for the allocation of taxable  income  and
loss.   Therefore,  net income of the Operating  Partnership  has
been  allocated to the limited partners who are holders of  Units
first  until  the amount allocated equals the preference  amount.
The  remaining  net  income  is  allocated  to  all  partners  in
accordance  with  their respective Units in the Partnership  with
all  outstanding  Units  being treated equally.   The  preference
requirement was satisfied in May of 1994.  Upon expiration of the
preference,  net income was allocated equally to all  outstanding
units.

(b) Capital expenditures include the cost of land, buildings, new
and   replacement  restaurant  equipment  and  refurbishment   of
leasehold   improvements.   Capital  expenditures  for   existing
restaurants  represent such capitalized costs for all restaurants
other than newly constructed restaurants.

(c) Average weekly sales were calculated by dividing net sales by
the  weighted  average  number  of restaurants  open  during  the
period.   The quotient was then divided by the number of days  in
the period multiplied times seven days.

Item  7.   Management's Discussion and Analysis  of  Consolidated
- -----------------------------------------------------------------
Financial Condition and Results of Operations
- ---------------------------------------------

Results of Operations
- ---------------------
The  following discussion compares the Partnership's results  for
the years ended December 31, 1996, December 26, 1995 and December
27, 1994.   Comparisons  of 1996  to  1995  are  affected  by  an 
additional week of results in the 1996 reporting period.  Because
the  Partnership's  fiscal  year  ends  on the  last  Tuesday  in
December, a fifty-third week is  added every  five or six  years.
This discussion should be  read in conjunction with  the Selected
Financial Data and the Consolidated Financial Statements included 
elsewhere herein.

Net Sales
- ---------
Net sales for the year ended December 31, 1996 increased $421,000
to  $40.4  million, a 1.1% increase over the year ended  December
26, 1995.  The additional week contributed approximately 2 points
to the  sales growth.  Sales for comparable restaurants decreased
2.1%.  This  decrease  reflects  the  impact of  sales  increases
in 1995  due to the  successful  introduction  of  Stuffed  Crust
Pizza and  an increase  in competition in the Texas market during
1996.

Net  sales in 1995 increased $2.6 million to $40 million, a  6.8%
increase  over 1994.  Sales for comparable restaurants  increased
5.6%  over the prior year.  This increase is primarily the result
of  the success of a new product, Stuffed Crust Pizza, which  was
introduced  in April.  Stuffed Crust is a pizza with  a  ring  of
mozzarella cheese hand-stuffed in the crust.

Income From Operations
- ----------------------
Income from operations in 1996 decreased $716,000 from $3,890,000
to $3,174,000, a decrease of 18.4% from 1995.  As a percentage of
net sales, income from operations decreased from 9.7% in 1995  to
7.9%  in  1996.  Cost of sales increased as a percentage  of  net
sales from 26.5% in 1995 to 26.6% in 1996.  Restaurant labor  and
benefits  increased from 26.1% of net sales in 1995 to  26.4%  of
net  sales  in  1996  due to the increase  in  minimum  wage  and
inefficiencies  associated  with  several  new  store   openings.
Advertising expense increased as a percentage of net  sales  from
6.4%  of  net  sales  in 1995 to 6.8% in 1996  due  to  increased
competition, grand opening expenses for new stores and efforts to
minimize  sales decreases experienced from the maturation of last
year's successful introduction of Stuffed Crust Pizza.  Operating
expenses  were 18.4% of net sales in both 1995 and 1996.  General
and administrative expense decreased from  2.2%  of  net sales in
1995  to 1.9%  of net  sales  in  1996  primarily  due  to  lower 
bonuses paid on operating results.  Depreciation and amortization
as  a  percentage  of  net  sales increased  from 3.8% in 1995 to
4.2% in 1996  due  to the opening of new restaurants and remodels
of existing  restaurants.  Equity in loss of  affiliate  amounted
to  1.0%  of  net  sales in  1996  reflecting  the  Partnership's
share of operations in Oklahoma Magic, L.P. ("Magic") acquired in
March 1996.

Income  from  operations  for the year ended  December  26,  1995
increased $303,000 to $3,890,000, an 8.4% increase over the prior
year.   As  a  percentage  of net sales, income  from  operations
increased  from  9.6%  in 1994 to 9.7% in 1995.   Cost  of  sales
increased  as  a percentage of net sales from 25.8%  in  1994  to
26.5%  in  1995.   This increase is a result of promoting  items,
including Stuffed Crust Pizza, that have higher food costs and an
increase   in  cheese  prices.   Restaurant  labor  and  benefits
decreased  from 27.0% of net sales in 1994 to 26.1% of net  sales
in 1995 primarily due to lower benefit costs and the efficiencies
achieved  at higher sales levels.  Advertising increased slightly
from  6.3%  of  net sales in 1994 to 6.4% of net sales  in  1995.
Other  restaurant operating expenses as a percentage of net sales
decreased  from  18.5%  in 1994 to 18.4% in  1995.   General  and
administrative  expense increased to 9.1% of net  sales  in  1995
from  9.0%  of  net sales in 1994.  Depreciation and amortization
expense remained at 3.8% of net sales for both 1994 and 1995.


Net Income
- ----------
Net  income decreased $897,000 from $2,481,000 for the year ended
December  26, 1995 to $1,584,000 for the year ended December  31,
1996.   This  decrease  is a result of the $716,000  decrease  in
operating  income noted  above, which  includes the $376,000 loss
arising from  the Partnership's equity investment in Magic and an
increase in interest  expense of $381,000  due to additional debt
primarily used to fund the acquisition of a 45% interest in Magic
which  operates thirty-two  Oklahoma  restaurants  and to develop
new restaurants for the Partnership.  This decrease was partially 
offset by a gain on fire settlement of $158,000.  A $142,000 loss
on the early extinguishment of debt was included in 1995.

Net  income  increased $96,000 to $2,481,000 for the  year  ended
December  26,  1995  compared to $2,385,000 for  the  year  ended
December 27, 1994.  This increase is a result of the increase  in
income from operations noted above which was partially offset  by
an  increase in interest expense of approximately $61,000  and  a
$142,000  loss  on  the early extinguishment of  debt  which  was
refinanced to obtain a favorable interest rate.


Liquidity and Capital Resources
- -------------------------------
The  Partnership generates its principal source of funds from net
cash  provided  by  operating activities.  Net cash  provided  by
operating activities is expected to provide sufficient  funds  to
meet  planned  capital expenditures for recurring replacement  of
equipment  in  existing restaurants, to service debt  obligations
and to make quarterly cash distributions.

At  December  31,  1996, the Partnership had  a  working  capital
deficiency  of $3,935,000 compared  to a deficiency of $2,548,000
at December 26, 1995.  The increase in working capital deficiency
is  primarily  a result of a $603,000 decrease in  cash  combined
with   a  $434,000  increase  in  accounts  payable  and  accrued
liabilities along with a $431,000 increase in current portion  of
long-term  debt.   The  Partnership  routinely  operates  with  a
negative  working  capital  position  which  is  common  in   the
restaurant  industry and which results from the cash sales nature
of the restaurant business and payment terms with vendors.

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

Net Cash Provided by Operating Activities
- -----------------------------------------
During  1996, net cash provided by operating activities  amounted
to $4,131,000, a decrease of $362,000 from 1995. This decrease is
attributable  to the decrease in net income which  was  partially
offset   by   an  increase  in  accounts  payable   and   accrued
liabilities.

Investing Activities
- --------------------
Property   and  equipment  expenditures  represent  the   largest
investing activity by the Partnership.  Capital expenditures  for
1996  were $6,748,000 of which $4,136,000 was for the development
of  new  restaurants, $1,377,000 was for replacement of equipment
in existing restaurants and $977,000 was for remodels of existing
restaurants.   The remaining $258,000 was used  to  purchase  the
land  and  building of a previously leased Pizza  Hut  restaurant
from  an  unrelated party.  In addition, the Partnership invested
$3,000,000  in connection with its acquisition of a 45%  interest
in Oklahoma Magic, L.P.

Financing Activities
- --------------------
Cash  distributions paid in 1996 totaled $2,942,000 and  amounted
to  $0.74  per Class A Income Preference 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  reserves  as  the managing General  Partner  may  deem
appropriate.   From the inception of the Partnership  in  August,
1987,  the  Partnership paid a preference payment of $0.275  each
quarter  until  such time as the Class A Income Preference  units
had  received $10.00 in aggregate cash distributions.  While  the
preference  distribution was in effect, net income was  allocated
to the Class A Income Preference units until the amount allocated
equaled  the  preference amount.  The remaining  net  income  was
allocated  to  all units in accordance with their  ratio  to  all
outstanding  units.   The  quarterly preference  requirement  was
satisfied with the May 6, 1994 distribution.  Upon expiration  of
the  preference,  net  income  and distributions  were  allocated
equally to all outstanding units.

During 1996, the Partnership's proceeds from long term borrowings
amounted  to  $16,021,000.  These proceeds were used as  follows:
$3,000,000 to fund the acquisition of a 45% interest in  a  newly
formed  limited  partnership that owns  and  operates  thirty-two
Pizza  Hut  restaurants in Oklahoma, $3,457,000  to  develop  new
restaurants,  $641,000  for  remodels  of  existing  restaurants,
$260,000  to fund the acquisition of the land and building  of  a
previously  leased restaurant, $2,129,000 to replenish  operating
capital and $6,534,000 to refinance debt to obtain more favorable
terms.   The  Partnership plans to open four new  restaurants  in
1997.  Management estimates that approximately $1,925,000 will be
needed   to   finance  the  construction  of   new   restaurants.
Management  anticipates spending $552,000 in 1997  for  recurring
replacement  of  equipment  in  existing  restaurants  which  the
Partnership  expects  to  finance  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.

On July 5, 1995,  the managing  general  partner  authorized  the
purchase  by the  Partnership  of up  to  300,000  Class A Income
Preference  Units of  limited  partner  interests between July 5,
1995  and  December 31,  1996.   Under  such  authorization,  the
Partnership purchased and retired 10,455  Class Income Preference
Units.

On March 13, 1996, the Partnership purchased a 45% interest in  a
newly formed limited partnership, Oklahoma Magic, L.P. ("Magic"),
that  owns  and  operates  thirty-two Pizza  Hut  restaurants  in
Oklahoma for $3,000,000  in cash.  The  purchase was financed  by
the  Partnership from a short-term note payable entered into with
Intrust  Bank which was refinanced on a long-term basis  on  July
30,  1996.  The remaining partnership interests in Magic are held
by  Restaurant Management Company of Wichita, Inc.  (29.25%),  an
affiliate of the Partnership, Hospitality Group of Oklahoma, Inc.
(HGO) (25%),  the  former  owners  of  the   thirty-two  Oklahoma
restaurants, and RMC  American Management, Inc. (RAM)(.75%),  the
managing  general  partner  of  Magic.  In  November  1996, Magic
notified  HGO that  it is seeking  to terminate HGO's interest in 
Magic  and  to  purchase  such  interest  pursuant  to the  Magic 
partnership  agreement as a result of HGO's alleged violations of
certain matters  pursuant to such agreement.  HGO has denied such
violations and the parties are continuing to seek to resolve such
matters.  In the  event Magic  ultimately  prevails, it is likely
that the Partnership's interest in Magic  would be increased from
45% to 60%; however, the Partnership would not likely be required 
to make any additional contributions to Magic.

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.


Item 8.  Financial Statements and Supplementary Data
- ----------------------------------------------------
  See  the  consolidated financial statements  and  supplementary
data  listed in the accompanying "Index to Consolidated Financial
Statements   and   Supplementary  Data"  on  Page   F-1   herein.
Information  required  for  financial statement  schedules  under
Regulation  S-X  is either not applicable or is included  in  the
consolidated financial statements or notes thereto.

Item  9.   Changes  in  and  Disagreements  with  Accountants  on
- -----------------------------------------------------------------
Accounting and Financial Disclosure
- -----------------------------------
  Not applicable.


                            PART III

Item 10.  Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
  RAM,  as  the Managing General Partner, is responsible for  the
management  and  administration  of  the  Partnerships  under   a
Management  Services  Agreement with the  Operating  Partnership.
Partnership management services include, but are not limited  to:
preparing and reviewing projections of cash flow, taxable  income
or  loss,  and working capital requirements; conducting  periodic
physical  inspections,  market surveys and  continual  Restaurant
reviews  to  determine when assets should be  sold  and,  if  so,
determining  acceptable  terms  of  sale;  arranging   any   debt
financing  for  capital improvements or the purchase  of  assets;
supervising any litigation involving the Partnerships;  preparing
and    reviewing   Partnership   reports;   communicating    with
Unitholders;  supervising and reviewing Partnership  bookkeeping,
accounting  and  audits;  supervising  the  presentation  of  and
reviewing  Partnership state and federal tax  returns;  personnel
functions,   and  supervising  professionals  employed   by   the
Partnerships  in connection with any of the foregoing,  including
attorneys, accountants and appraisers.

  The  direct management of the Restaurants is performed  by  the
Management   company   pursuant  to  a  substantially   identical
Management  Services  Agreement with RAM.   As  compensation  for
management  services,  the  Management  Company  will  receive  a
management  fee equal to 7% of the gross sales of the Restaurants
and will be reimbursed for the cost of certain products purchased
for  use  directly  in the operation of the Restaurants  and  for
outside  legal,  accounting,  tax,  auditing,  advertising,   and
marketing  services.   Certain other  expenses  incurred  by  the
Management Company which relate directly to the operation of  the
Restaurants, including insurance and profit sharing and incentive
bonuses  and  related  payroll taxes for  supervisory  personnel,
shall be paid by the Operating Partnership through RAM.
  
  Set  forth below is certain information concerning the director
and executive officers of both RAM and the Management Company.

                         Present  Position  with  the  Management
                         Company and Business Experience for
Name             Age     Past 5 Years
- ----             ---     ----------------------------------------
Hal W. McCoy      51     Chairman, Chief Executive Officer, President
                         and sole director.  McCoy  holds a Bachelor
                         of Arts degree from the University of
                         Oklahoma.  From 1970 to 1974, he was at
                         different times Marketing Manager at PHI,
                         where he was responsible for consumer
                         research, market research, and market
                         planning, and Systems Manager, where he
                         was responsible for the design and
                         installation of PHI's first management
                         data processing system.  In 1974, he
                         founded the predecessor to the Management
                         Company and today owns or has controlling
                         ownership in entities operating a combined
                         total of 128 franchised "Pizza Hut" and
                         "Long John Silver's" restaurants.

J. Leon  Smith    54     Vice  President.  Smith holds a Bachelor of
                         Science degree in Hotel and Restaurant
                         Management from Oklahoma State University
                         and a Juris Doctorate from the University of
                         Oklahoma.  He has been employed by McCoy
                         since 1974,  first as Director of Operations
                         for the Long John Silver's division and then
                         as Director of Real Estate Development and
                         General Counsel.

Item 11. Executive Compensation
- -------------------------------
     The  executive  officers of the Management  Company  perform
services  for  all of the restaurants managed by  the  Management
Company,   including  the  Restaurants.   Cash  compensation   of
executive  officers  of  the  Management  Company  who  are  also
officers  of  affiliated  companies is allocated  for  accounting
purposes  among  the various entities owning such restaurants  on
the  basis  of the number of restaurants each entity owns.   Only
the compensation of the Chief Executive Officer is shown below as
the   other   officers'  cash  compensation  allocable   to   the
Restaurants  does  not exceed $100,000.  RAM  nor  the  Operating
Partnership compensates their officers, directors or partners for
services performed, and the salaries of the executive officers of
the Management Company are paid out of its management fee and not
directly by the Partnership.


                      SUMMARY COMPENSATION TABLE


      Name and                         Annual Compensation
      Principal                      ------------------------
      Position                       Year     Salary    Bonus
      ---------                      ----     ------    ------
      Hal W. McCoy                   1996     63,092    58,809
        President and                1995     76,498    62,889
        Chief Executive Officer      1994     93,386    52,679


Incentive Bonus Plan
- --------------------
     The Management Company maintains a discretionary supervisory
incentive  bonus  plan (the "Incentive Bonus Plan")  pursuant  to
which  approximately  21 employees in key  management  positions,
including Mr. McCoy are eligible to receive quarterly cash  bonus
payments   if   certain  management  objectives   are   achieved.
Performance  is  measured each quarter  and  bonus  payments  are
awarded  and  paid at the discretion of Mr. McCoy.   The  amounts
paid  under this plan for fiscal year 1996, 1995 and 1994 to  Mr.
McCoy  and  allocated  to the Restaurants  are  included  in  the
amounts  shown in the cash compensation amounts set forth  above.
The total amount allocated to the Restaurants under the Incentive
Bonus  Plan  for  the  fiscal year ended December  31,  1996  was
$342,650 of which $58,809 was paid to all executive officers as a
group.   Bonuses paid under the Incentive Bonus Plan are paid  by
the Partnership.

    The Incentive Bonus Plan in effect for the fiscal year ending
December  30, 1997 provides for payment of aggregate  supervisory
bonuses  in  an amount equal to 15% of the amount  by  which  the
Partnership's  income  from  operations  plus  depreciation   and
amortization  expenses exceed a threshold  of  $1,896,800.   This
threshold  is  subject  to  change  with  the  opening   of   new
restaurants.   For the fiscal year ended December  31,  1996  the
Partnership's  income  from  operations  plus  depreciation   and
amortization expenses was $4,476,433.

Class A Unit Option Plan
- ------------------------
     The  Partnership,  the Operating Partnership,  RAM  and  the
Management Company have adopted a Class A Unit Option  Plan  (the
"Plan")  pursuant to which 75,000 Class A Units are reserved  for
issuance  to  employees, including officers, of the  Partnership,
the  Operating  Partnership,  RAM  and  the  Management  Company.
Participants will be entitled to purchase a designated number  of
Units  at  an  option price which shall be equal to  the  closing
sales  price of Units on the American Stock Exchange on the  date
of  the grant of the option.  Options granted under the Plan will
be for a term to be determined by the Managing General Partner at
the  time of issuance (not to exceed ten years) and shall not  be
transferable  except in the event of the death of  the  optionee,
unless  the Managing General Partner otherwise determines and  so
specifies in the terms of the grant.  The Plan is administered by
the   Managing   General  Partner  which,  among  other   things,
designates  the  individuals to whom  options  are  granted,  the
number  of  Units for which such options are to  be  granted  and
other terms of grant.  The executive officers have no outstanding
options at December 31, 1996.

Item  12.  Security  Ownership of Certain Beneficial  Owners  and
- -----------------------------------------------------------------
Management
- ----------
                      PRINCIPAL UNITHOLDERS

     The  following  table sets forth, as of February  28,  1997,
information  with respect to persons known to the Partnership  to
be  beneficial owners of more than five percent of  the  Class  A
Income  Preference  Units,  Class B  or  Class  C  Units  of  the
Partnership:

                  Name & Address     Amount & Nature
Title              of Beneficial      of Beneficial        Percent
of Class               Owner             Ownership        of Class
- --------          --------------     ---------------      --------
Class A Income
Preference Units        None

Class B           Hal W. McCoy           698,479  (1)       58.43%
                  555 N. Woodlawn
                  Suite 3102
                  Wichita, KS  67208

Class B           Daniel Hesse           204,401  (2)       17.10%
                  555 N. Woodlawn
                  Suite 3102
                  Wichita, KS  67208

Class C           Hal W. McCoy         1,341,934  (1)       67.80%
                  555 N. Woodlawn
                  Suite 3102
                  Wichita, KS  67208

Class C           Daniel   Hesse         234,199  (2)      11.83%
                  555 N. Woodlawn
                  Suite 3102
                  Wichita, KS  67208

(1)  Hal W. McCoy beneficially owns 81.31% of RMC Partners,  L.P.
which owns 900,155  Class B  Units and  1,604,588  Class C Units.
Mr. McCoy owns 91.67% of RMC American Management, Inc. which owns
3,840 Class C Units.

(2)  Daniel Hesse beneficially owns 14.48% of RMC Partners,  L.P.
which owns 900,155  Class B Units  and 1,604,588 Class C  Units.
Mr. Hesse  owns 4.17% of RMC American Management, Inc. which owns
3,840 Class C Units.


                SECURITY OWNERSHIP OF MANAGEMENT


     The following table sets forth, as of February 28, 1997, the
number  of  Class A Income Preference Units, Class  B  Units,  or
Class  C  Units  beneficially owned by the director  and  by  the
director  and  executive officers of both RAM and the  Management
Company as a group.

Title       Name of            Amount & Nature           Percent
of  Class   Beneficial Owner   of Beneficial Ownership   of Class
- ---------   ----------------   -----------------------   --------
   B         Hal  W. McCoy          698,479 (1)           58.43%
   C         Hal  W. McCoy        1,341,934 (1)           67.80%
   B         Director & all         743,592 (1)           62.20%
             officers as a group
             (2 Persons)
   C         Director & all       1,419,521 (1)           71.72%
             officers as a group
             (2 Persons)

(1) See the table under "Principal Unitholders"

Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
     One of the Restaurants is located in a building owned by  an
affiliate  of  the  General Partners.   The  lease  provides  for
minimum  annual rentals of $25,000 and is subject  to  additional
rentals  based on a percentage of sales in excess of a  specified
amount.   The  lease is a net lease, under which the lessee  pays
the taxes, insurance and maintenance costs.  The lease is for  an
initial  term  of  15  years  with options  to  renew  for  three
additional  five-year  periods.   Although  this  lease  was  not
negotiated  at  arm's length, RMC believes that  the   terms  and
conditions  thereof,  including the  rental  rate,  is  not  less
favorable  to  the  Partnership  than  would  be  available  from
unrelated parties.

Pursuant  to  the  Management  Services  Agreements  (Agreements)
entered  into June 26, 1987, the Restaurants are managed  by  the
Management  Company for a fee equal to 7% of the gross  sales  of
the  Restaurants and reimbursement of certain costs incurred  for
the  direct  benefit of the Restaurants.  Neither the  terms  and
conditions  of  the Agreements, nor the amount of  the  fee  were
negotiated  at  arm's  length.   Based  on  prior  experience  in
managing  the Restaurants, however, the Managing General  Partner
believes that the terms and conditions of the Management Services
Agreement,  including  the  amount  of  the  fee,  are  fair  and
reasonable  and not less favorable to the Partnership than  those
generally prevailing with respect to similar transactions between
unrelated   parties.    The  7%  fee  approximated   the   actual
unreimbursed  costs incurred by the Managing General  Partner  in
managing the Restaurants when the Agreements were entered into in
June  of 1987.  The 7% fee remains in effect for the life of  the
Agreements which expire December 31, 2007.



                             PART IV

Item 14.  Exhibits, Financial Statements and Reports
- ----------------------------------------------------
on Form 8-K
- -----------
(a) 1.
        Financial statements
        --------------------
        See "Index to Consolidated Financial Statements and
        Supplementary Data" which appears on page F-1 herein.

    3.  Exhibits
        --------
        The  exhibits  filed as part of this annual report are
        listed in the "Index to Exhibits" at page 28.

(b) Reports on Form 8-K
    -------------------
    The Partnership filed a Form 8-K, dated March 13, 1996,
    reporting the acquisition of a 45% interest in Oklahoma
    Magic, L.P. a newly formed limited partnership that owns
    and operates thirty-two Pizza Hut restaurants in Oklahoma.

    During the third quarter of 1995, the Partnership filed a
    Form 8-K, dated July 5, 1995, reporting that the managing
    general partner had authorized the purchase by the
    Partnership of up to 300,000 Class A Income Preference
    Units of limited partner interests.


                                
                                
                        INDEX TO EXHIBITS
                          (Item 14(a))


Exhibit
No.     Description of Exhibits                           Page/Notes
- ----    -----------------------                           ----------
3.1     Amended and Restated  Certificate of Limited
        Partnership of American Restaurant Partners, L.P.       A
3.2     Amended and Restated Agreement of Limited
        Partnership of American Restaurant Partners, L.P.       A
3.3     Amended and Restated Certificate of Limited
        Partnership of American Pizza Partners, L.P.            A
3.4     Amended and Restated Agreement of Limited
        Partnership of American Pizza Partners, L.P.            A
4.1     Form of Class A Certificate                             A
4.2     Form of Application for Transfer of Class A Units       A
10.1    Management Services Agreement dated
        June 26, 1987 between American Pizza
        Partners, L.P. and RMC American Management, Inc.        A
10.2    Management Services Agreement dated
        June 26, 1987 between RMC American
        Management, Inc. and Restaurant Management
        Company of Wichita, Inc.                                A
10.3    Form of Superseding Franchise Agreement
        between the Partnership and Pizza Hut, Inc.
        and schedule pursuant to Item 601 of
        Regulation S-K.                                         A
10.4    Form of Blanket Amendment to Franchise Agreements       A
10.5    Incentive Bonus Plan                                    A
10.6    Class A Unit Option Plan                                B
10.7    Revolving Term Credit Agreement dated
        June 29, 1987 between American Pizza
        Partners, L.P. and the First National Bank
        in Wichita                                              C
10.8    Form of 1990 Franchise Agreement between the
        Partnership and Pizza Hut, Inc. and schedule
        pursuant to Item 601 of Regulation S-K                  D
10.9    Contribution Agreement, dated as of February 1,
        1996, relating to the closing date of March 13,
        1996, by and among American Pizza Partners, L.P.,
        Hospitality Group of Oklahoma, Inc., RMC American
        Management, Inc., Restaurant Management Company
        of Wichita, Inc. and Oklahoma Magic, L.P.              E
11.     Computation of Earnings per Partnership Interest     X-1
23.1    Consent of Ernst & Young LLP                        F-25
27.1    Financial Data Schedule                                F 




A.  Included as exhibits in the Partnership's Registration
    Statement on Form S-1 (Registration No.33-15243) dated August
    20, 1987 and included herein by reference to exhibit of same
    number.

B.  Incorporated by reference to the Partnership's Registration
    Statement on Form S-8 dated March 21, 1988.

C.  Incorporated by reference to Exhibit 10.7 of the
    Partnership's Form 10-K for the year ended December 31, 1987.

D.  Incorporated by reference to Exhibit 10.8 of the
    Partnership's Form 10-K for the year ended December 31, 1991.

E.  Incorporated by reference to Exhibit 2 of the Partnership's
    Form 8-K dated March 13, 1996.

F.  Submitted electronically to the Securities and Exchange
    Commission for information only and not filed.



                           SIGNATURES
                                


     Pursuant to the requirements of Section 13 or 15(d)  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: 3/28/97             By: /s/ Hal W. McCoy
      -------                 -----------------------
                              Hal W. McCoy
                              President and
                              Chief Executive Officer

   Pursuant  to the requirements  of the Securities Exchange  Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.


Name                 Title                                    Date
- ----                 -----                                    ----


/s/ Hal W. McCoy                                             3/28/97
________________     President and Chief Executive Officer   _______ 
Hal W. McCoy         (Principal Executive Officer)
                     of RMC American Management, Inc.

/s/Terry Freund                                              3/28/97
_______________      Chief Financial Officer                 _______
Terry Freund



           Index to Consolidated Financial Statements
                     and Supplementary Data
                                
                                
                                
                                
The following consolidated financial statements of American
Restaurant Partners, L.P. are included in Item 8:

                                                                Page
                                                                ----
Report of Independent Auditors . . . . . . . . . . . .  . .      F-2
Consolidated Balance Sheets as of December 31, 1996
    and December 26, 1995. . . . . . . . . . . . .  . . . .      F-3
Consolidated Statements of Income for the years ended
    December 31, 1996, December 26, 1995,
    and December 27, 1994 . . . . . . . . . . . . . . . . .      F-5
Consolidated Statements of Partners' Capital
    (Deficiency) for the years ended December 31, 1996,
    December 26, 1995, and December 27, 1994. . . . . . . .      F-6
Consolidated Statements of Cash Flows for the
    years ended December 31, 1996, December 26, 1995,
    and December 27, 1994 . . . . . . . . . . . . . . . . .      F-7
Notes to Consolidated Financial Statements. . . . . . . . .      F-8
Supplementary Data (Unaudited). . . . . . . . . . . . . . .      F-24


All financial statement schedules have been omitted since the
required information is not present.


                                
                                
                                
                 REPORT OF INDEPENDENT AUDITORS
                                
                                
The General Partners and Limited Partners
American Restaurant Partners, L.P.

We  have audited the accompanying consolidated balance sheets  of
American  Restaurant Partners, L.P. as of December 31,  1996  and
December  26,  1995, and the related consolidated  statements  of
income,  partners' capital (deficiency), and cash flows for  each
of  the three years in the period ended December 31, 1996.  These
financial  statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above, present fairly, in all material respects, the consolidated
financial  position  of  American Restaurant  Partners,  L.P.  at
December  31,  1996 and December 26, 1995, and  the  consolidated
results  of  its operations and its cash flows for  each  of  the
three  years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.


                                    /s/Ernst & Young LLP



Wichita, Kansas
March 26, 1997




                         AMERICAN RESTAURANT PARTNERS, L.P.

                           CONSOLIDATED BALANCE SHEETS


                                                  December 31,    December 26,
          ASSETS                                      1996            1995
- ----------------------------------                ------------    -----------   
Current assets:
  Cash and cash equivalents (Note 8)             $    178,826    $    782,348
  Certificate of deposit (Notes 8 and 11)             157,635         152,532
  Investments available for sale,
   net of fair market value adjustment
   of $44,325 in 1996 (Note 14)                       132,751          79,687
  Accounts receivable                                 155,724          76,605
  Due from affiliates (Note 2)                         19,415          24,549
  Notes receivable from
   affiliates - current portion (Note 2)               84,631          30,872
  Inventories                                         344,003         300,413
  Prepaid expenses                                    212,008         144,036
                                                   ----------      ----------
     Total current assets                           1,284,993       1,591,042
                                      
Property and equipment, at cost
  (Notes 3 and 4):
  Land                                              3,422,889       2,592,607
  Buildings                                         7,507,937       6,239,359
  Construction in progress                            331,080              -- 
  Restaurant equipment                             10,898,243       8,706,682
  Leasehold rights and building improvements        4,643,667       2,838,835
  Property under capital leases                     2,369,199       2,369,199
                                                   ----------      ----------  
                                                   29,173,015      22,746,682
  Less accumulated depreciation and amortization   11,552,747      10,270,929
                                                   ----------      ----------
                                                   17,620,268      12,475,753
                                                   
Other assets:
  Franchise rights, net of accumulated
    amortization of $707,114 ($625,724 in 1995)     1,084,080       1,099,470
  Notes receivable from affiliates (Note 2)           113,410         157,083
  Deposit with affiliate (Note 2)                     350,000         330,000
  Investment in Oklahoma Magic, L.P. (Note 15)      2,624,368              -- 
  Other                                               667,964         480,998
                                                   ----------      ----------
                                                 $ 23,745,083    $ 16,134,346
                                                   ==========      ==========




                         AMERICAN RESTAURANT PARTNERS, L.P.

                           CONSOLIDATED BALANCE SHEETS


                                                  December 31,    December 26,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)       1996            1995
- ----------------------------------------------    -----------     -----------
Current liabilities:
  Accounts payable                               $  2,115,502    $  1,903,977
  Due to affiliates (Note 2)                           88,654          62,292
  Accrued payroll and other taxes                     545,816         319,902
  Accrued liabilities                               1,008,937         786,598
  Current portion of long-term debt (Notes 3 and 8) 1,428,630         997,814
  Current portion of obligations
   under capital leases (Note 4)                       32,760          68,833
                                                   ----------      ----------
     Total current liabilities                      5,220,299       4,139,416
                                                   
  Other noncurrent liabilities                        197,308          86,308
  Long-term debt (Note 3 and 8)                    17,430,692       9,526,948
  Obligations under capital leases (Note 4)         1,632,284       1,662,746
  General Partners' interest
    in Operating Partnership                          153,737         167,530
  Commitments (Note 11)                                    --              --

  Partners' capital (deficiency)
     (Notes 5,6,7,10,12 and 13):
    General Partners                                   (4,634)         (3,290)
    Limited Partners:
     Class A Income Preference, authorized 875,000
       units; issued 815,309 units                  6,294,520       6,572,923
     Classes B and C, issued 1,178,384 and 
       1,951,025 class B and C units, respectively
       (1,184,046 and 1,959,874 units in 1995,
       respectively)                               (5,811,117)     (4,688,254)
    Cost in excess of carrying value
     of assets acquired                            (1,323,681)     (1,323,681)
    Unrealized loss in investment
    securities (Note 14)                              (44,325)             -- 
    Notes receivable from employees                        --          (6,300)
                                                   ----------      ---------- 
    Total partners' capital (deficiency)             (889,237)        551,398
                                                   ----------      ----------
                                                 $ 23,745,083    $ 16,134,346
                                                   ==========      ==========

                               See accompanying notes.


<TABLE>
                                      AMERICAN RESTAURANT PARTNERS, L.P.

                                      CONSOLIDATED STATEMENTS OF INCOME
                                         Years ended December 31, 1996,
                                    December 26, 1995 and December 27, 1994
<CAPTION>  

                                                               1996            1995            1994
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>  
Net sales                                                 $ 40,424,953    $ 40,004,295    $ 37,445,069

Operating costs and expenses:
  Cost of sales                                             10,762,986      10,599,422       9,645,875
  Restaurant labor and benefits (Note 12)                   10,672,030      10,444,896      10,122,132
  Advertising (Note 2)                                       2,744,864       2,549,729       2,348,785
  Other restaurant operating
   expenses exclusive of 
   depreciation and amortization                             7,433,450       7,367,758       6,915,364
  General and administrative:
   Management fees - related party (Note 2)                  2,808,484       2,776,768       2,598,168
   Other (Note 12)                                             766,551         864,553         791,496
  Depreciation and amortization                              1,687,090       1,511,158       1,435,775
  Equity in loss of affiliate (Note 15)                        375,632              --              --
                                                            ----------      ----------      ---------- 
       Income from operations                                3,173,866       3,890,011       3,587,474

Interest income                                                 34,253          46,334          43,103
Interest expense                                            (1,668,551)     (1,287,776)     (1,226,319)
Closed restaurant expense                                      (97,523)             --              --
Gain on fire settlement (Note 9)                               157,867              --              --
                                                            ----------      ----------      ----------
                                                            (1,476,431)     (1,241,442)     (1,183,216)
                                                            ----------      ----------      ----------
Income before extraordinary item                             1,599,912       2,648,569       2,404,258
Extraordinary loss on early extinguishment of
  debt (Note 10)                                                    --         142,491              --
                                                            ----------      ----------      ----------
Income before General Partners'
  interest in income of
  Operating Partnership                                      1,599,912       2,506,078       2,404,258

General Partners' interest in
  income of Operating Partnership                               15,999          25,061          19,501
                                                            ----------      ----------      ----------
Net income                                                $  1,583,913    $  2,481,017    $  2,384,757
                                                            ==========      ==========      ========== 

Net income allocated to Partners:
  Class A Income Preference                               $    324,763    $    519,316    $    861,833
  Class B                                                 $    473,352    $    737,783    $    572,923
  Class C                                                 $    785,798    $  1,223,918    $    950,001

Weighted average number of Partnership
  units outstanding during period:
  Class A Income Preference                                    815,309         824,978         825,764
  Class B                                                    1,188,332       1,172,025       1,160,514
  Class C                                                    1,972,716       1,944,299       1,924,330

Income before extraordinary item per Partnership
  interest:
  Class A Income Preference                               $       0.40    $       0.67    $       1.04
  Class B                                                 $       0.40    $       0.67    $       0.49
  Class C                                                 $       0.40    $       0.67    $       0.49

Extraordinary loss per Partnership interest:
  Class A Income Preference                               $         --    $       0.04    $         -- 
  Class B                                                 $         --    $       0.04    $         -- 
  Class C                                                 $         --    $       0.04    $         -- 

Net income per Partnership interest:
  Class A Income Preference                               $       0.40    $       0.63    $       1.04
  Class B                                                 $       0.40    $       0.63    $       0.49
  Class C                                                 $       0.40    $       0.63    $       0.49

Distributions per Partnership interest:
  Class A Income Preference                               $       0.74    $       0.74    $       1.07
  Class B                                                 $       0.74    $       0.74    $       0.52
  Class C                                                 $       0.74    $       0.74    $       0.52

Pro Forma Amounts per Partnership interest
  upon expiration of Class A Income
  Preference distributions (Note 2):
  Net income                                                   N/A             N/A        $       0.61
  Distributions                                                N/A             N/A        $       0.64

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

<TABLE>

                                                    AMERICAN RESTAURANT PARTNERS, L.P.

                                             Consolidated Statements of Partners' Capital (Deficiency)

                                        Years ended December 31, 1996, December 26, 1995, and December 27, 1994


<CAPTION>                                                                          
                               General Partners           Limited Partners                          Cost in           
                                ---------------  --------------------------------------- Unrealized excess of
                                   Classes B      Class A Income          Classes B       loss on   carrying     Notes
                                      and C         Preference              and  C       securities  value    receivable
                                --------------- ------------------ --------------------- available  of assets    from 
                                 Units  Amounts  Units    Amounts    Units      Amounts   for sale  acquired   employees     Total
                                ------  ------- -------  --------- ---------   ---------  -------  ----------- --------- ----------
<S>                             <C>    <C>      <C>     <C>        <C>       <C>          <C>     <C>          <C>       <C>      
Balance at December 28, 1993     3,940 $(3,244) 825,764 $6,751,152 3,076,295 $(4,416,075) $   --  $(1,323,681) $(75,600) $  932,552
Net Income                         --    1,946      --     861,833       --    1,520,978      --          --        --    2,384,757
Partnership distributions          --   (2,049)     --    (883,695)      --   (1,602,545)     --          --        --   (2,488,289)
Units sold to employees (Note 12)  --      --       --         --      9,375      18,750      --          --        --       18,750
Reduction of notes receivable      --      --       --         --        --          --       --          --     44,100      44,100
                                 -----  ------  -------  --------- ---------   ---------   ------  ----------   -------   ---------
Balance at December 27, 1994     3,940  (3,347) 825,764  6,729,290 3,085,670  (4,478,892)     --   (1,323,681)  (31,500)    891,870

Net Income                         --    2,975      --     519,316       --    1,958,726      --          --        --    2,481,017
Partnership distributions          --   (2,918)     --    (611,015)      --   (2,304,588)     --          --        --   (2,918,521)
Units sold to employees (Note 12)  --      --       --         --     18,750      37,500      --          --        --       37,500
Units issued to employees
  as compensation                  --      --       --         --     39,500      99,000      --          --        --       99,000
Reduction of notes receivable      --      --       --         --        --          --       --          --     25,200      25,200
Repurchase of Class A
  Units (Note 13)                  --      --   (10,455)   (64,668)      --          --       --          --        --      (64,668)
                                 -----  ------  -------  --------- ---------   ---------   ------  ----------   -------   --------- 
Balance at December 26, 1995     3,940  (3,290) 815,309  6,572,923 3,143,920  (4,688,254)     --   (1,323,681)   (6,300)    551,398

Net Income                         --    1,572      --     324,763       --    1,257,578      --          --        --    1,583,913
Partnership distributions          --   (2,916)     --    (603,166)      --   (2,335,633)     --          --        --   (2,941,715)
Units sold to employees (Note 12)  --      --       --         --     30,750      58,500      --          --        --       58,500
Units issued to employees
  as compensation                  --      --       --         --        --       15,900      --          --        --       15,900
Units purchased from employees     --      --       --         --    (45,261)   (119,208)     --          --        --      119,208)
Reduction of notes receivable      --      --       --         --        --          --       --          --      6,300       6,300
Unrealized loss on securities
  available for sale (Note 14)     --      --       --         --        --          --   (44,325)        --        --      (44,325)
                                 -----  ------  -------  --------- ---------   ---------   ------  ----------   -------   ---------
Balance at December 31, 1996     3,940 $(4,634) 815,309 $6,294,520 3,129,409 $(5,811,117)$(44,325)$(1,323,681) $    --    $(889,237)
                                 =====  ======  =======  ========= =========   =========  =======  ==========   =======    ========


<FN>

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

<TABLE>

                                AMERICAN RESTAURANT PARTNERS, L.P.

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  Years Ended December 31, 1996
                             December 26, 1995 and December 27, 1994
<CAPTION>

                                                             1996            1995            1994
                                                        ------------    ------------    ------------   
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities:
  Net income                                            $  1,583,913    $  2,481,017    $  2,384,757
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Depreciation and amortization                          1,687,090       1,511,158       1,435,775
    Provision for deferred rent                               13,477           9,563          11,335
    Provision for deferred compensation                        6,300          25,200          44,100
    Unit compensation expense (Note 12)                       15,900          99,000              -- 
    Equity in loss of affiliate                              375,632              --              -- 
    Loss on disposition of assets                             12,791          20,562           6,968
    Closed restaurant expense                                 97,523              --              -- 
    Gain on fire settlement                                 (157,867)             --              --   
    General Partners' interest in net
     income of Operating Partnership                          15,999          25,061          19,501
  Net change in operating assets and liabilities:
    Accounts receivable                                      (79,119)         13,274          93,954
    Due from affiliates                                        5,134          (4,248)          6,876
    Inventories                                              (43,590)         (7,946)         (7,021)
    Prepaid expenses                                         (67,972)        (36,233)        151,851
    Deposit with affiliate                                   (20,000)             --              --   
    Accounts payable                                         211,525         349,005        (184,387)
    Due to affiliates                                         26,362         (16,684)         (3,353)
    Accrued payroll and other taxes                          225,914          22,416          23,760
    Accrued liabilities                                      222,339           1,531          73,324
                                                           ---------       ---------       ---------            
  Net cash provided by 
   operating activities                                    4,131,351       4,492,676       4,057,440
                         
Investing activities:
  Investment in affiliate                                 (3,000,000)             --              --   
  Purchases of certificates of deposit                        (5,103)        (79,687)       (122,833)
  Redemption of certificates of deposit                           --         107,356         129,945
  Purchase of securities available for sale                  (97,389)             --              --   
  Additions to property and equipment                     (6,747,527)     (1,185,444)     (2,130,601)
  Proceeds from sale of property and equipment                 7,520           9,630           5,329
  Decrease in restricted cash                                     --              --         750,000
  Purchase of franchise rights                               (66,000)             --         (30,000)
  Funds advanced to affiliates                               (57,131)        (15,000)             --   
  Collections of notes receivable from affiliates             47,045          25,467          11,344
  Net proceeds from fire settlement                          180,437              --              --
  Other, net                                                (232,535)       (110,193)        (51,012)         
                                                           ---------       ---------       ---------  
  Net cash used in
   investing activities                                   (9,970,683)     (1,247,871)     (1,437,828)

Financing activities:
  Proceeds from short-term borrowings                             --              --         360,000
  Proceeds from long-term borrowings                      16,020,932       3,900,000         995,963
  Payments on short-term borrowings                               --              --        (360,000)
  Payments on long-term borrowings                        (7,686,372)     (4,162,444)     (1,412,313)
  Payments on capital lease obligations                      (66,535)        (68,746)       (102,575)
  Distributions to Partners                               (2,941,715)     (2,918,521)     (2,488,289)
  Proceeds from issuance of Class B and C units               58,500          37,500          18,750
  Repurchase of Class A units                                     --         (64,668)             --   
  Repurchase of Class B and C units                         (119,208)             --              --   
  General Partners' distributions
   from Operating Partnerships                               (29,792)        (29,480)        (20,547)
                                                           ---------       ---------       ---------
  Net cash provided by (used in)
   financing activities                                    5,235,810      (3,306,359)     (3,009,011)
                                                           ---------       ---------       --------- 
       Net decrease in
        cash and cash equivalents                           (603,522)        (61,554)       (389,399)

Cash and cash equivalents at beginning of period             782,348         843,902       1,233,301
                                                           ---------       ---------       ---------
Cash and cash equivalents at end of period              $    178,826    $    782,348    $    843,902
                                                           =========       =========       =========
<FN>
                                        See accompanying notes.
</FN>
</TABLE>

                                
               AMERICAN RESTAURANT PARTNERS, L.P.
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SIGNIFICANT ACCOUNTING POLICIES
    -------------------------------
The   following  is  a  summary  of  the  consolidated  entities'
significant accounting policies.

ORGANIZATION

American Restaurant Partners, L.P. was formed in connection  with
a  public offering of Class A Income Preference Units in 1987 and
owns  a  99%  limited  partnership  interest  in  American  Pizza
Partners, L.P.  The remaining 1% of American Pizza Partners, L.P.
is  owned by RMC Partners, L.P. and RMC American Management, Inc.
(RAM) as the general partners.

BASIS OF PRESENTATION

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,  L.C.,  hereinafter collectively  referred  to  as  the
Partnership.   All  significant  intercompany  transactions   and
balances have been eliminated.

FISCAL YEAR

The Partnership operates on a 52 or 53 week fiscal year ending on
the  last  Tuesday  in  December.   The  Partnership's  operating 
results  reflected in the accompanying consolidated statements of
income  include 53  weeks, 52  weeks  and 52  weeks for the years
ended December 31, 1996, December 26, 1995 and December 27, 1994,
respectively.

OPERATIONS

All  of  the  restaurants owned by the Partnership  are  operated
under a franchise agreement with Pizza Hut, Inc., the franchisor.
The  agreement grants the Partnership exclusive rights to develop
and operate restaurants in certain franchise territories.

A  schedule of restaurants in operation for the periods presented
in  the  accompanying  consolidated financial  statements  is  as
follows:

                  AMERICAN RESTAURANT PARTNERS, L.P.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    -------------------------------             
                                                 1996   1995   1994
                                                 ----   ----   ----
Restaurants in operation at beginning of period   60     60     58
Opened                                             7     --      2
                                                  --     --     --
Restaurants in operation at end of period         67     60     60
                                                  ==     ==     ==

INVENTORIES

Inventories  consist of food and supplies and are stated  at  the
lower of cost (first-in, first-out method) or market.


PROPERTY AND EQUIPMENT

Depreciation  is  provided by the straight-line method  over  the
estimated   useful  lives  of  the  related  assets.    Leasehold
improvements  are  amortized  over  the  life  of  the  lease  or
improvement, whichever is shorter.

The estimated useful lives used in computing depreciation are  as
follows:

        Buildings                               10 to 30 years
        Restaurant equipment                     3 to  7 years
        Leasehold rights and improvements        5 to 20 years

Expenditures   for  maintenance  and  repairs  are   charged   to
operations   as   incurred.   Expenditures   for   renewals   and
betterments,  which materially extend the useful lives for assets
or increase their productivity, are capitalized.

In March 1995, the FASB issued Statement No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, which requires impairment losses to  be recorded
on long-lived  assets  used in  operations  when  indicators  of
impairment are present and the undiscounted cash flows estimated
to be  generated  by those  assets  are less  than  the  asset's
carrying amount.  Statement 121  also  addresses  the accounting
for long-lived  assets that are expected to be disposed of.  The
Partnership  adopted  Statement 121  in 1996.  The effect of the
adoption  was  not  material  to  the  accompanying    financial
statements.

                 AMERICAN RESTAURANT PARTNERS, L.P.

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                
1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    -------------------------------

FRANCHISE RIGHTS AND FEES

Agreements  with the franchisor provide franchise  rights  for  a
period  of  20  years  and are renewable at  the  option  of  the
Partnership  for an additional 15 years, subject to the  approval
of  the  franchisor.  Initial franchise fees are  capitalized  at
cost  and amortized by the straight-line method over periods  not
in   excess   of  30  years.   Periodic  franchise  royalty   and
advertising  fees,  which are based on a percent  of  sales,  are
charged to operations as incurred.

PREOPENING COSTS

Costs incurred before a restaurant is opened, which represent the
cost of staffing, advertising, and similar preopening costs,  are
charged to operations as incurred.

SELF INSURANCE

The  Partnership is self-insured with respect to certain  workers
compensation   risks  in  the  state  of  Texas.  The Partnership 
maintains certain excess loss coverage with respect to such risks.
The  Partnership  estimates its liability  for  the  self-insured
portions  of  the  risks  covered  by  the  program  and  accrues
appropriate reserves.

CONCENTRATION OF CREDIT RISKS

The  Partnership's  financial instruments  that  are  exposed  to
concentration  of  credit risks consist  primarily  of  cash  and
certificates of deposit.  The Partnership places its  funds  into
high  credit  quality financial institutions and, at times,  such
funds may be in excess of the Federal Depository insurance limit.
Credit  risks associated with customer sales are minimal as  such
sales  are  primarily  for  cash.   All  notes  receivable   from
affiliates  are supported by the guarantee of the majority  owner
of the Partnership.

INCOME TAXES

The  Partnership is not subject to federal or state income  taxes
and,   accordingly,  no  provision  for  income  taxes  has  been
reflected  in the accompanying consolidated financial statements.
Such  taxes are the responsibility of the partners based on their
proportionate share of the Partnership's taxable earnings.

                  AMERICAN RESTAURANT PARTNERS, L.P.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    -------------------------------

The Partnership became subject to the provisions of Statement  of
Financial  Accounting Standards No. 109, "Accounting  for  Income
Taxes," during 1993.  Due to differences in the rules related  to
reporting  income  for  financial  statement  purposes  and   for
purposes  of  income tax returns by individual limited  partners,
the tax information sent to individual limited partners after the
end  of  the year differed from the information contained herein.
At December 31, 1996, the  Partnership's  reported amount  of its 
net assets  for financial  statement  purposes  were  less   than
the  income  tax  bases  of  such  net  assets  by  approximately
$313,000.

The  Omnibus  Budget  Reconciliation Act of  1987  provides  that
public   limited   partnerships  will  become  taxable   entities
beginning  in  1998.   The  effect  of  these  changes   on   the
Partnership is uncertain at this time.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the amounts  reported
in  the  financial  statements and  accompanying  notes.   Actual
results could differ from those estimates.

CASH EQUIVALENTS

For  purposes  of  the statements of cash flows, the  Partnership
considers  all highly liquid debt instruments, purchased  with  a
maturity of three months or less, to be cash equivalents.

ACCOUNTING FOR UNIT BASED COMPENSATION

In October  1995,  the FASB issued Statement No. 123, Accounting
for  Stock-Based  Compensation,  which prescribed accounting and
reporting  standards  for  all  equity-based  compensation plans, 
including employee  stock  options,  restricted  stock, and stock
appreciation rights.  Statement No. 123 did not require companies
to change their  existing  accounting  for employee stock options
under  APB  Opinion  No. 25,  Accounting   for  Stock  Issued  to

                 AMERICAN RESTAURANT PARTNERS, L.P.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (continued)
    -------------------------------

Employees, but instead encouraged  companies to recognize expense
for equity-based  awards on  their  estimated  fair  value on the
date of  grant.  Companies electing to continue to follow present
accounting rules under APB Opinion No. 25 are required to provide
pro forma  disclosures of  what net income and earnings per share
would have been  had the  new fair  value method  been used.  The
Partnership  has  elected  to  continue  to  apply  the  existing
accounting  contained  in  APB 25  and  the  required  pro  forma 
disclosures under  the new  method have not  been presented as no
options have been granted in either 1996 or 1995.

INVESTMENTS AVAILABLE-FOR-SALE

Investments available-for-sale  are carried  at fair  value, with
the unrealized gains and losses reported in a  separate component
of  partners'  equity.  Realized  gains  and losses  and declines
in value judged to be other-than-temporary on  available-for-sale
securities  are  included  in  investment income.   The  cost  of
securities  sold is based on the specific identification  method.
Interest  and  dividends on  securities classified as  available-
for-sale  are  included  in  investment income.


2.  RELATED PARTY TRANSACTIONS
    --------------------------
The  Partnership has entered into a management services agreement
with  RAM whereby RAM will be responsible for management  of  the
restaurants  for a fee equal to 7% of the gross receipts  of  the
restaurants.    RAM  has  entered  into  a  management   services
agreement containing substantially identical terms and conditions
with   Restaurant  Management  Company  of  Wichita,  Inc.   (the
Management Company).

Affiliates  of  the  Management  Company  provide  various  other
services  for  the Partnership including promotional advertising.
In  addition  to  participating in advertising  provided  by  the
franchisor,   an   affiliated  company  engages  in   promotional
activities  to further enhance restaurant sales.  The affiliate's
fees for such services are based on the actual costs incurred and
principally relate to the reimbursement of print and media costs.
In  exchange  for advertising services provided directly  by  the
affiliate, the Partnership will pay a commission based  upon  15%
of   the  advertising  costs  incurred.   Such  costs  were   not
significant in 1996, 1995 or 1994.

                  AMERICAN RESTAURANT PARTNERS, L.P.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


2.  RELATED PARTY TRANSACTIONS (continued)
    --------------------------

The  Partnership maintains a deposit with the Management  Company
equal  to approximately one and one-half month's management  fee.
Such  deposit,  $350,000 at December 31,  1996  and  $330,000  at
December  26,  1995,  may  be  increased  or  decreased  at   the
discretion of RAM.

The  Management Company maintains an incentive bonus plan whereby
certain  employees  are  eligible to receive  bonus  payments  if
specified management  objectives are  achieved.  Such bonuses are 
not greater than 15% of the amount by which the Partnership's cash
flow exceeds threshold amounts as determined by management. Bonuses
paid  under the plan are reimbursed to the Management Company  by
the Partnership.

Transactions with related parties included  in the  accompanying
consolidated financial statements and notes are summarized as
follows:

                                  1996         1995          1994
                                 ------       ------        ------
Management fees                $2,808,484   $2,776,768    $2,598,168
Management Company bonuses        342,684      356,021       378,825
Advertising commissions            66,150       99,834        74,401

                                
The  Partnership  has made advances to various  affiliates  under
notes  receivable  which  bear interest  at  market  rates.   The
advances  are  to  be  received  in  varying  installments   with
maturities  over the next five years as follows: 1997 -  $84,631;
1998  -  $34,945;  1999 - $25,011;  2000 -  $4,993;  and  2001  -
$5,993.   The  remaining  amounts  are  due  in  varying   annual
installments through 2006.  All such notes are guaranteed by  the
majority  owner of the Partnership.  In addition, the Partnership
has certain other amounts due from and to affiliates which are on
a noninterest bearing basis.
 
                 AMERICAN RESTAURANT PARTNERS, L.P.
           
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                
3.  LONG-TERM DEBT
    --------------
 
Long-term debt consists of the following at December 31, 1996 and
December 26, 1995:

                                                1996          1995
                                               ------        ------
Notes payable to Intrust Bank in Wichita,
 payable in monthly installments
 aggregating $79,285, including interest
 at the bank's base rate plus 1%
 (9.75% at December 31, 1996)
 adjusted monthly, due at various
 dates through 1998                         $ 6,407,933   $   952,818

Notes payable to NationsBank of
 Georgia, N.A., payable in monthly
 installments aggregating $36,457,
 including interest at NationsBank
 index rate plus 1 3/4% (10.5% at
 December 26, 1995), due at various
 dates through December 2006                       --       1,714,965
                                
Notes payable to Franchise Mortgage
 Acceptance Company payable in monthly
 installments aggregating $80,754,
 including interest at fixed rates
 of 8.95% and 10.95%, due at various
 dates through August 2011                    9,878,192     4,927,328

Notes payable to various banks,
 monthly installments aggregating
 $51,896, including interest at
 various fixed and floating rates
 ranging from 9.3% to 10.0% at
 December 31, 1996, due at various
 dates through October 2006                   2,573,197    2,929,651
                                             ----------   ----------
                                             18,859,322   10,524,762
Less current portion                          1,428,630      997,814
                                             ----------   ----------
                                            $17,430,692  $ 9,526,948
                                             ==========   ==========

Subsequent  to  December  31, 1996,  the  Partnership  refinanced
certain of the Intrust  Bank  debt with a new  promissory note to
Intrust  Bank for  $3,639,000  dated  March 3, 1997 of  which the
entire amount has been drawn.  Such note matures March  15, 2002.
Accordingly,  the  current portion of  long-term  debt  has  been
classified to reflect the terms of the new agreement.  The write-
off  of unamortized loan cost related to this refinancing was not
material.

                 AMERICAN RESTAURANT PARTNERS, L.P.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


3.  LONG-TERM DEBT (continued)
    --------------

Certain  borrowings through Franchise Mortgage Acceptance Company
(FMAC) are part of loans "pooled" together with other franchisees
in  good  standing and approved restaurant concepts, as  defined,
and sold to the secondary market.  The Partnership has provided to
FMAC a limited,  contingent guarantee equal to 13% of the original
loan balance ($801,352 in the  aggregate at  December  31,  1996),
referred to as the "Performance Guarantee Amount" (PGA).  The PGA
is  paid  monthly and to the extent that the other loans  in  the
"pool" are delinquent or in default, the amount of the PGA refund
will  be reduced proportionately; however, at December 31,  1996,
no  such loans within the Partnership"s "pool" were delinquent or
in  default.   The  PGA  remains in effect until  the  loans  are
discharged,  prepaid, accelerated, or mature, as defined  in  the
secured  promissory note.  The interest rates for the  loans  are
fixed  at  8.95% and 10.95% for the full term of the loans.   The
loans  require,  among  other conditions,  that  the  Partnership
maintain a certain fixed charge coverage ratio, as defined.

Subsequent to December 31, 1996, the Partnership entered into  an
additional $1,000,000 promissory note with Intrust Bank  to  fund
property and equipment additions.  Such note matures September 3,
1997.

All  borrowings are secured by substantially all land, buildings,
and  equipment of the Partnership.  In addition, all  borrowings,
except  for the FMAC loans are supported by the guarantee of  the
majority owner of the Partnership.

Future  annual  long-term debt maturities, exclusive  of  capital
lease commitments over the next five years are as follows:   1997
- -  $1,429,000;  1998  -  $6,858,000; 1999 -  $1,701,000;  2000  -
$1,765,000; and 2001 - $1,372,000.

Cash  paid for interest was $1,383,668, $1,293,773 and $1,192,753
for  the  years ended December 31, 1996, December 26,  1995,  and
December 27, 1994, respectively.

                                
               AMERICAN RESTAURANT PARTNERS, L.P.
                                
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


4.  LEASES
    ------

The Partnership leases land and buildings for various restaurants
under  both  operating  and capital lease arrangements.   Initial
lease  terms  normally  range from 5 to  20  years  with  renewal
options  generally available.  The leases are  net  leases  under
which  the Partnership pays the taxes, insurance, and maintenance
costs,  and they generally provide for both minimum rent payments
and  contingent rentals based on a percentage of sales in  excess
of specified amounts.

Minimum  and  contingent  rent payments for  land  and  buildings
leased  from affiliates were $27,500 for each of the years  ended
December 31, 1996, December 26, 1995 and December 27, 1994.

Total  minimum  and contingent rent expense under  all  operating
lease agreements were as follows:

                            1996            1995           1994
                           ------          ------         ------
Minimum rentals          $827,558         $792,957       $783,895
Contingent rentals        171,144          186,355        184,236

Future  minimum  payments under capital leases and  noncancelable
operating  leases with an initial term of one  year  or  more  at
December 31, 1996, are as follows:

                                          Operating
                                         Leases With     Operating
                          Capital         Unrelated     Leases With
                          Leases           Parties       Affiliates
                          -------        ----------     -----------

       1997           $   307,923       $   746,505     $   29,562
       1998               308,723           576,496         30,250
       1999               318,942           479,362         30,250
       2000               325,134           347,743         30,250
       2001               328,382           271,668         30,250
       Thereafter       2,630,091         1,505,194          7,563
                        ---------         ---------        -------
Total minimum payments  4,219,194       $ 3,926,968      $ 158,125
                                          =========        =======
Less interest           2,554,150
                        ---------
                        1,731,579
Less current portion       32,760
                        ---------
                       $1,632,284
                        =========



               AMERICAN RESTAURANT PARTNERS, L.P.
                                
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


4.  LEASES (continued)
    ------

Amortization of property under capital leases, determined on  the
straight-line  basis  over the lease terms totaled  $165,360  for
each of the years ended December 31, 1996, December 26, 1995  and
December   27,   1994  and  is  included  in   depreciation   and
amortization  in  the  accompanying  consolidated  statements  of
income.  The cost of property under capital leases was $2,369,199
at  December  31,  1996  and December 26, 1995,  and  accumulated
amortization on such property under capital leases was $1,122,778
and  $957,420  at  December  31,  1996  and  December  26,  1995,
respectively.

5.  LIMITED PARTNERSHIP UNITS
    -------------------------

The   Partnership   has  three  classes  of   Partnership   Units
outstanding,  consisting of Class A Income Preference,  Class  B,
and  Class  C  Units,   The Units are in  the  nature  of  equity
securities entitled to participate in cash distributions  of  the
Partnership  on a quarterly basis at the discretion of  RAM,  the
General Partner.  In the event the partnership is terminated, the
Unitholders  will receive the remaining assets of the Partnership
after  satisfaction of Partnership liability and capital  account
requirements.

Since   inception  of  the  Partnership  in  August,  1987,   the
Partnership  paid  a  preference payment of $0.275  each  quarter
until  such  time  as  the Class A Income  Preference  Units  had
received  $10.00  in  aggregate cash distributions.   The  $10.00
aggregate  cash distribution requirement was satisfied  with  the
May  6, 1994 distribution.  While the preference distribution was
in  effect,  net  income  was allocated to  the  Class  A  Income
Preference   Units  until  the  amount  allocated   equaled   the
preference amount.  The remaining net income was allocated to all
partners  in  accordance  with  their  respective  Units  in  the
Partnership with all outstanding Units being treated equally.  As
the  cash  distribution  requirement  was satisfied  in 1994, net
income for 1996 was allocated to all partners in  accordance with
their  respective Units in the Partnership with  all  outstanding
Units being treated equally.

Without the $.55 preference amount, the 1994 distribution and net
income  of  $1.07  and $1.04, respectively, per  Class  A  Income
Preference Unit would have been $.64 and $.61, respectively.


               AMERICAN RESTAURANT PARTNERS, L.P.
                                
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                

6.  DISTRIBUTIONS TO PARTNERS
    -------------------------

On  January  2, 1997, the Partnership declared a distribution  of
$.11  per  Unit  to all Unitholders of record as of  January  12,
1997.   The  total distribution is not reflected in the  December
31, 1996, consolidated financial statements.

7.  UNIT OPTION PLAN
    ----------------

The  Partnership, RAM, and the Management Company adopted a Class
A  Unit  Option Plan (the Plan) pursuant to which 75,000 Class  A
Units were reserved for issuance to employees, including officers
of the Partnership, RAM, and the Management Company.  The Plan is
administered  by the Managing General Partner which  will,  among
other  things,  designate the number of Units and individuals  to
whom  options  will be granted.  Participants  in  the  Plan  are
entitled  to purchase a designated number of Units at  an  option
price equal to the fair market value of the Unit on the date  the
option  is  granted.  Units under option are exercisable  over  a
three-year period with 50% exercisable on the date of  grant  and
25%  exercisable on each of the following two anniversary  dates.
The term of options granted under the Plan will be determined  by
the  Managing  General Partner at the time of  issuance  (not  to
exceed  ten  years) and will not be transferable  except  in  the
event  of the death of the optionee, unless the Managing  General
Partner otherwise determines and so specifies in the terms of the
grant.   Units covered by options which expire or are  terminated
will again be available for option grants.

A summary of Units under options in the Plan is as follows:

                                   Units           Option Price
                                   -----           ------------
  
Balance at December 27, 1994       2,215            $8.50-9.00
   Terminated                       (500)              8.50
                                   -----               ----
Balance at December 26, 1995
   and December 31, 1996           1,715            $8.50-9.00
                                   =====             =========

                                
               AMERICAN RESTAURANT PARTNERS, L.P.
                                
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                
                                
7.  UNIT OPTION PLAN (continued)
    ----------------

At  December  31,  1996, options on 1715 Units  were exercisable.
Unit  options  available  for future  grants  totaled  47,521  at
December 31, 1996 and December 26, 1995, respectively.


8.  FAIR VALUE OF FINANCIAL INSTRUMENTS
    -----------------------------------

The following  methods  and  assumptions   were  used   by   the
Partnership   in  estimating  its  fair  value  disclosures   for
financial instruments:

     Cash and cash equivalents:  The carrying amount reported  in
     the balance sheet for cash and cash equivalents approximates
     its fair value.

     Certificates of deposit:  The carrying amount reported in the
     balance sheet for certificates of deposit approximates its fair
     value.

     Long-term debt:  The carrying amounts of the Partnership's
     borrowings under its variable rate debt approximate their fair
     value.  The fair value of the Partnership's fixed rate debt is
     estimated using discounted cash flow analyses, based on the
     Partnership's current incremental borrowing rates for similar
     types of borrowing arrangements.

     The carrying amounts and fair values of the Partnership's
     financial instruments at December 31, 1996 and December 26, 1995
     are as follows:

                     December 31, 1996          December 26, 1995
                     -----------------          -----------------
                    Carrying        Fair        Carrying      Fair
                     Value          Value        Value        Value
                     -----          -----        -----        -----
Cash and cash
 equivalents      $   178,826   $   178,826   $   782,348  $   782,348
Certificates of
 deposit              157,635       157,635       152,532      152,532
Long-term debt     18,859,322    18,681,436    10,524,762   10,395,546

                                

               AMERICAN RESTAURANT PARTNERS, L.P.
                                
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


9.   FIRE SETTLEMENT
     ---------------

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

10.  EXTINGUISHMENT OF DEBT
     ----------------------

During November 1995, the Partnership refinanced notes payable to
various banks for approximately $1,198,000.  As a result of  this
transaction,  the Partnership incurred an extraordinary  loss  of
$142,491,  which represents penalties incurred by the Partnership
for  the  early extinguishment of debt and the write-off  of  all
unamortized financing cost associated with such notes.  The  loan
was refinanced from funds received from Heller Financial.

11.  LETTER OF CREDIT
     ----------------

At  December  31,  1996, the Partnership has obtained  a  $50,000
letter  of credit from a bank, secured by certificates of deposit
for  the  same amount, to support obligations under  its  workers
compensation insurance coverage.

12.  CLASS B AND C RESTRICTED UNITS SOLD TO EMPLOYEES
     ------------------------------------------------

During 1995, the Partnership issued 39,500 Class B and C units to
certain  employees as a bonus.  This resulted in the  Partnership
recognizing  $99,000 as compensation expense  which  is  included
under the caption of "General and administrative - other" in  the
accompanying statement of income.

On  July  1,  1994, the Partnership entered into a Unit  Purchase
Agreement  with  certain employees whereby  the  employees  shall
purchase Class B and C Units every six months beginning  July  1,
1994,  and continuing until January 1, 1998.  The purchase  price
per  unit  is $2.00 with a total of 75,000 units to be  purchased
over  three and one-half years.  During 1996, 1995 and  1994  the
Partnership issued 30,750, 18,750 and 9,375 Class B and  C  units
for $58,500, $37,500 and $18,750, respectively.

                                
               AMERICAN RESTAURANT PARTNERS, L.P.
                                
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


12.  CLASS B AND C RESTRICTED UNITS SOLD TO EMPLOYEES (continued)
     ------------------------------------------------

During 1993, the Partnership issued 25,200 Class B and C Units to
certain employees in exchange for notes receivable which will  be
forgiven  by  the  Partnership over a  three  year  period.   The
forgiveness of the note receivable balance together with interest
thereon will be recognized as compensation expense over the three
year period.  Total compensation expense recognized in 1996, 1995
and 1994 was $6,300, $25,200 and $44,100, respectively, which  is
included  as  restaurant labor and benefits in  the  accompanying
statements  of  income.  The Units are subject  to  a  repurchase
agreement  whereby the Partnership has agreed to  repurchase  the
Units  in the event the employee is terminated for an amount  not
to exceed $3.00 per unit.

13.  STOCKHOLDERS' EQUITY
     --------------------

During  1995,  the Partnership purchased 10,155  Class  A  Income
Preference  Units for $64,668.  These Units were retired  by  the
Partnership.

14.  INVESTMENTS
     -----------

The following is a summary of available-for-sale securities:

                                        Gross        Estimated
                                       Unrealized       Fair
                          Cost           Losses         Value
                          ----           ------         -----
Equity securities:

December 31, 1996       $177,076         $ 44,325       $132,751
                         =======           ======        =======  
December 26, 1995       $ 79,687         $     --       $ 79,687
                         =======           ======        =======

The net adjustment to unrealized holding losses on available-for-
sale  securities  included as a separate component  of  partners'
equity totaled $44,325 in 1996.

15.  INVESTMENT IN AFFILIATE
     -----------------------

On March 13, 1996, the Partnership purchased a 45% interest in  a
newly formed limited partnership, Oklahoma Magic, L.P. ("Magic"),
that  owns  and  operates  thirty-two Pizza  Hut  restaurants  in
Oklahoma for $3,000,000  in cash.  The  purchase was financed  by
the  Partnership from a short-term note payable entered into with
Intrust Bank which was refinanced on  a long-term  basis on  July
30, 1996.  The  remaining


               AMERICAN RESTAURANT PARTNERS, L.P.
                                
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


15.  INVESTMENT IN AFFILIATE (continued)
     -----------------------

partnership interests in Magic are held by Restaurant  Management
Company   of  Wichita,  Inc.  (29.25%),  an  affiliate   of   the
Partnership, Hospitality Group of Oklahoma, Inc. (25%),  and  RMC
American  Management,  Inc.  (RAM)(.75%),  the  managing  general
partner  of  the  Partnership.  RAM is also the managing  general
partner of Magic.  The Partnership accounts for its investment in
the   unconsolidated  affiliate  using  the  equity   method   of
accounting.   The proforma unaudited  results of  operations  for
the years ended December 31, 1996 and December 26, 1995, assuming
consummation  of the  purchase  and financing  of the  $3,000,000
note payable as of December 28, 1994 are as follows:



                                                Year Ended
                                       December 31,    December 26,
                                          1996            1995
                                       -----------     -----------   
Net sales                              $40,424,953     $40,004,295
Equity in earnings (loss)                 (334,912)        142,255
Net income                               1,192,848       2,339,700
Net income per partnership interest
  Class A Income Preference            $      0.30     $      0.59
  Class B                              $      0.30     $      0.59
  Class C                              $      0.30     $      0.59

Condensed financial  statements for  the unconsolidated affiliate
accounted  for under  the equity  method  of accounting described
above are as follows:
                                            December 31,
                                               1996
                                            -----------
Balance sheet:
  Current assets                            $ 1,101,130
  Noncurrent assets                          10,624,687
                                             ----------
                                            $11,725,817
                                             ==========

  Current liabilities                       $ 1,851,228
  Noncurrent liabilities                      6,591,644
  Partners' equity                            3,282,945
                                             ----------
                                            $11,725,817
                                             ==========

                  AMERICAN RESTAURANT PARTNERS, L.P.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


15.  INVESTMENT IN AFFILIATE (continued)
     -----------------------

                                             For the 41
                                             weeks ended
                                             December 31,
                                                1996
                                             -----------
Statement of Operations:
  Revenues                                  $12,805,324
  Cost of sales                               3,670,348
  Operating expenses                          9,458,330
                                             ----------
  Operating loss                               (323,354)
  Other expense (principally interest)          511,364
                                             ----------
  Net loss                                  $  (834,718)  
                                             ==========

In  November  1996,  Magic notified  HGO  that it  is  seeking to 
terminate  HGO's interest  in Magic and to purchase such interest
pursuant to the  Magic partnership agreement as a result of HGO's
alleged  violations   of   certain   matters   pursuant  to  such 
agreement.  HGO  has denied  such violations  and the parties are
continuing to seek  to resolve  such matters.  In the event Magic
ultimately prevails, it is likely that the Partnership's interest
in  Magic  would  be  increased  from  45% to  60%;  however, the
Partnership would not likely be required  to make  any additional
contributions to Magic.



<TABLE>

                                         AMERICAN RESTAURANT PARTNERS, L.P.
                                                 QUARTERLY RESULTS
                                                    (Unaudited)

<CAPTION>
                      First Quarter            Second Quarter           Third Quarter            Fourth Quarter
                     1996       1995          1996       1995          1996       1995          1996       1995
                   --------------------     --------------------    ---------------------    ---------------------
<S>              <C>          <C>           <C>       <C>           <C>        <C>           <C>         <C>     
Net Sales        $ 9,855,670  9,067,057     9,887,850 10,996,286    10,032,758 10,274,920    10,648,675  9,666,032

Gross Profit     $ 7,291,643  6,693,950     7,337,497  8,055,924     7,295,948  7,586,151     7,736,879  7,068,848

Income from
  Operations     $ 1,026,586    770,615     1,042,716  1,385,373       360,798    988,415       743,766    745,608

Net Income       $   697,699    451,597       790,264  1,037,434       (70,775)   672,171       166,725    319,815

Net income per unit:
   Class A       $      0.18       0.12          0.20       0.26         (0.02)      0.17          0.04       0.08
   Class B       $      0.18       0.12          0.20       0.26         (0.02)      0.17          0.04       0.08
   Class C       $      0.18       0.12          0.20       0.26         (0.02)      0.17          0.04       0.08

</TABLE>




                                                Exhibit 23.1

               Consent of Independent Auditors


We  consent to  the  incorporation   by  reference   in  the
Registration Statement  (Form S-8) No. 33-20784)  pertaining
to  the  Class A  Unit  Option  Plan of  American Restaurant
Partners, L.P.  of  our report  dated  March 26,  1997, with
respect to the consolidated financial statements of American
Restaurant  Partners,  L.P.  included  in the  Annual Report
(Form 10-K) for the year ended December 31, 1996.


                                  /s/Ernst & Young LLP

Wichita, Kansas
March 26, 1997

<TABLE>
                                                                        Exhibit 11
                         AMERICAN RESTAURANT PARTNERS, L.P.
                  COMPUTATION OF EARNINGS PER PARTNERSHIP INTEREST
                           Years ended December 31, 1996
                      December 26, 1995, and December 27, 1994



<CAPTION>

                                               1996           1995           1994
                                             ---------      ---------      ---------
<S>                                        <C>            <C>            <C>
Income before General Partners'
 interest in income of Operating
 Partnership                               $ 1,599,912    $ 2,506,078    $ 2,404,258
Priority amount attributable to
 Class A Income Preference units                    --             --       (454,170)
                                             ---------      ---------      ---------
Balance attributable to all
 Partnership interests                       1,599,912      2,506,078      1,950,088
                                             =========      =========      =========

Income before General Partners'
 interest in  income of Operating
 Partnership                               $ 1,599,912    $ 2,506,078    $ 2,404,258
Net income attributable to
 General Partners (1%)                         (15,999)       (25,061)       (19,501)
                                             ---------      ---------      ---------  
Net income attributable to
 American Restaruant Partners,
 L.P. unitholders                          $ 1,583,913    $ 2,481,017    $ 2,384,757
                                             =========      =========      =========

Net income allocated to Partners:
   Class A Income Preference               $   324,763    $   519,316    $   861,833
   Class B                                 $   473,352    $   737,783    $   572,923
   Class C                                 $   785,798    $ 1,223,918    $   950,001


Weighted average number of
 Partnership units outstanding
 during period:
   Class A Income Preference                   815,309        824,978        825,764
   Class B                                   1,188,332      1,172,025      1,160,514
   Class C                                   1,972,716      1,944,299      1,924,330


Income before extraordinary item
 per Partnership interest:
   Class A Income Preference               $      0.40    $      0.67    $      1.04
   Class B                                 $      0.40    $      0.67    $      0.49
   Class C                                 $      0.40    $      0.67    $      0.49


Income per Partnership
 interest:
   Class A Income Preference               $      0.40    $      0.63    $      1.04
   Class B                                 $      0.40    $      0.63    $      0.49
   Class C                                 $      0.40    $      0.63    $      0.49

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated condensed financial statements of American Restaurant Partners,
L.P. at December 31, 1996 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          178826
<SECURITIES>                                         0
<RECEIVABLES>                                   723180
<ALLOWANCES>                                         0
<INVENTORY>                                     344003
<CURRENT-ASSETS>                               1284993
<PP&E>                                        29173015
<DEPRECIATION>                                11552747
<TOTAL-ASSETS>                                23745083
<CURRENT-LIABILITIES>                          5220299
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                      889237
<TOTAL-LIABILITY-AND-EQUITY>                  23745083
<SALES>                                       40424953
<TOTAL-REVENUES>                              40424953
<CGS>                                         10762986
<TOTAL-COSTS>                                 37251087
<OTHER-EXPENSES>                                 97523
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             1668551
<INCOME-PRETAX>                                1583913
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            1583913
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   1583913
<EPS-PRIMARY>                                     0.40
<EPS-DILUTED>                                        0
        

</TABLE>


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