SecProbe.io

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January 5, 2005

By Facsimile and U.S. Mail

Jeffrey C. Wolfstone, Esq.
Gregory L. Anderson, Esq.
Lane Powell Spears Lubersky LLP
601 SW Second Avenue, Suite 2100
Portland, Oregon 97204

	Re:	Elmer`s Restaurants, Inc.
		Schedule TO-T/13E-3 filed December 20, 2004
	      Filed by Bruce N. Davis, Linda Ellis-Bolton, Karen K.
		Brooks, Richard P. Buckley, David D. Connor,
		Stephanie M. Connor, Thomas C. Connor,Corydon H. Jensen, Jr.,
		Debra A. Woolley-Lee, Douglas A. Lee, David C. Mann,
		Sheila J. Schwartz, Gerald A. Scott, William W. Service,
		Dennis M. Waldron, Gary N. Weeks, Greg W. Wendt,
		Richard C. Williams, Dolly W. Woolley, Donald W. Woolley
		and Donna P. Woolley, ERI Acquisition Corp

Dear Messrs. Wolfstone and Anderson:

	We have the following comments on the above-referenced
filing:

Schedule TO/13E-3

1. File this document in EDGAR with the appropriate header tag to
indicate that this filing is a Schedule 13E-3.  Please be certain
that all future amendments are filed as amendments to Schedule
13E-3 as well as to Schedule TO-T.  Merely checking the box on the
cover page is not sufficient.

2. We note that all of the members of Elmer`s board of directors
are filing persons on this Schedule 13E-3.  From the Schedule 14D-9
filed by Elmer`s, we note that the company was not able to take a
position on the tender offer for this reason.  We also note from page
6 that the filing persons on the Schedule TO/13E-3 have not secured
financing for approximately $500,000 that will be necessary to
consummate the tender offer and merger and that the financing in
place has been obtained from the company`s "primary lender" (page
26).  In addition, we note from the Schedule 14D-9 and page 26 of
this document that the board "adopted resolutions authorizing the
formation of Purchaser by the Continuing Shareholders," thus
"eliminat[ing] application of the Business Combination Act
provision which would permit the Purchaser and Continuing Shareholders
to go forward with the Merger and complete the going private
transaction." Furthermore, we note the collateral for the loan used to
finance this transaction and we note that Mr. Chamberlain reached an
agreement with the bank that holds three of Elmer`s four pieces of real
estate that, "upon completion of the proposed Merger, Wells Fargo would
relax the existing debt covenants to conform to the GE Capital
agreement," etc (page 26).  Finally, we note the use of Elmer`s
employees in assisting the filing persons in the preparation of
the offer and merger and the procurement of financing (page 45).
In light of these and other facts discussed in the background
section, including the significant percentage of beneficial ownership
in Elmer`s held by the filing persons, please provide us your
detailed analysis regarding why you believe that Elmer`s Restaurants
is not engaged, directly or indirectly, in this going-private
transaction and why the company is not a bidder in the tender offer.
See Rule 13e-3(b)(1), Rule 14d-1(g)(2) and Items II.D.2 & 3 in the
Division of Corporation Finance`s outline entitled Current Issues
and Rulemaking Projects, which is available on our website at
www.sec.gov/corpfin.

3. Advise us how you intend to disseminate changes to this offer
document in light of our comments.

Item 10.  Source and Amount of Funds or Other Consideration

4. We note that the financing agreements for the funds necessary
to complete the transaction have not been finalized.  Tell us when
you expect to complete the financing agreements.  Confirm to us that
when the financing is complete, you will file the relevant agreements
as exhibits to your document.

Offer to Purchase

Summary Term Sheet

5. We note the two minimum tender conditions.  Note that if you
Waive a material condition to the offer, such as the Minimum Tender
condition, you must extend the offer so that there are at least
five business days remaining in the offer from the time you
disseminate notice of the waived condition.

6. We note on page 2 your plans to carry out a second-step merger
if your offer is successful.  Note that any such transaction is
another step in a Rule 13e-3 transaction.  Revise to clarify that
you will comply with the filing, disclosure and dissemination
requirements of Rule 13e-3 if you effect the merger.

7. This document has been filed by ERI Acquisition Corp. and the
named filing persons, who are all board members of Elmer`s
Restaurants.  Revise the reference to "our board of directors" on
page 2 to clarify who has adopted the merger agreement.

8. Revise page 5 to state when ERI was formed.

Until when can I withdraw previously tendered shares?, page 8

9. Because you must comply with the prompt payment requirement of
Rule 14e-1(c), it is unclear why you refer to the possibility that
you may not have accepted tendered shares after midnight on the
expiration date.  Revise the offer to clarify that you will
promptly pay for or return tendered shares upon termination or
expiration of the offer in compliance with Rule 14e-1(c).

Has the Company`s board of directors formed a special committee of
independent directors to evaluate the Offer?

10. Revise to clarify that neither you nor the company`s board has
engaged an unaffiliated representative to act solely on behalf of
the unaffiliated security holders.  See Item 1014(d) of Regulation
M-A.

Have you received a financial analysis regarding the fairness of
the Offer and Merger?, page 9

11. You state that you have not received a fairness opinion, but
that your financial advisor has provided an analysis which states that
the "as of August 5, 2004, $6.57 per share constitutes fair value for
such Shares from a financial point of view."  Revise to clarify
the difference between this analysis and a fairness opinion.  Also
revise to clarify what consideration you gave to obtaining an opinion as
of a more recent date.

How will U.S. taxpayers be taxed for U.S. federal income tax
purposes?, page 10

12. Although you may recommend that security holders consult a tax
advisor regarding the tax consequences of the proposed transaction
to them based on their particular situation, you may not "urge" them
to do so or state that they "should" do so.  Revise to disclose the
material federal tax consequences of the transaction and eliminate
this language from pages 10, 54 and 55 and elsewhere, as
applicable.

If my tendered Shares are accepted in the Offer, when will I get
paid?, page 10

13. Revise this section to clarify that all conditions of the
offer must be satisfied or waived prior to expiration of the offer,
and that you may not accept any shares until the offer has expired.
Finally, revise to clarify that you will pay for or return
tendered shares promptly after the expiration of the offer, in
compliance with Rule 14e-1(c).

14. You state, "If the conditions of the offer are satisfied and
we consummate the offer . . . ."  Revise to clarify that you will not
terminate the offer for any reason other than what has been
expressed in the conditions section.  The staff believes that if a
bidder can terminate an offer for any reason, the offer is illusory.
Once the offer conditions are satisfied, you may not determine to abandon
the offer.

If you consummate the Offer, what are your plans with respect to
Shares that are tendered in the Offer?, page 12

15. You state that if, upon consummation of the offer, you do not
own 90% of the outstanding shares of the company, you "may, among
other things, (a) engage in open market or privately negotiated
purchases of Shares to increase [y]our aggregate ownership of the
Shares to at least 90% of the then outstanding Shares and then effect
a short-form merger;" cause continuing shareholders to exercise options
or enter into a merger agreement with Elmer`s.  Note that purchasing
additional shares or entering into a merger agreement would be
additional steps in a Schedule 13e-3 transaction.  As noted above,
you would be required to comply with Rule 13e-3 prior to
completing any such transactions.  Note that the filing of a Form 15 to
terminate your registration does not cease your obligation to
comply with Rule 13e-3 or other Williams` Act requirements until 90 days
after you have filed the Form.

Introduction, page 15

16. On page 18 you state that "Purchaser is not obligated to
publicly update or revise any forward-looking statement, whether as a
result of new information, future results or any other reason, except as
may be required by federal securities laws."  Revise to clarify your
duty to amend the Schedule to reflect a material change in the
information previously disclosed as set forth in Rules 13e-3(d)(2) and
(f)(1)(iii) and Rule 14d-3(b).

Special Factors, page 18

17. Revise the document so that the Special Factors section
appears on the first page following your abbreviated summary term sheet.
See Rule 13e-3(e)(1)(ii).

18. Revise the special factors section to provide the information
required by Instruction 3 to Item 1013 of Regulation M-A.

Background of the Offer, page 18

19. Expand your discussion of the background of the merger to
describe all meetings, negotiations, contacts, etc. among the
filing persons and with members of management.  Identify the
participants in and initiator of each meeting or contact.  Disclose
the date of each meeting or contact and revise your discussion of meetings
to describe the content of those discussions to give readers a better
sense of the background.  Please note that while the following list is not
intended to be exhaustive, the points noted below provide examples
of disclosure that should be revised to disclose the following:

- Who first proposed the possibility of going private and the date
when.
- The date when the filing persons first contacted Veber for
advice concerning the financial terms of the transaction.  We note the
date Veber was engaged on page 24.
- Identify all persons present at each meeting.
- Where you describe beliefs of and actions by "certain of the
continuing shareholders" (page 19), "the company`s management and
board of directors" (page 20) and similar generalizations, revise
to identify each person who engaged in the various actions or held
the particular belief.
- Each time you address the "continuing shareholders," (for
example, see page 19) clarify whether it was a unanimous action
involving each of the numerous continuing shareholders.  If not, clarify
who participated in each decision.
- Disclose the substance of the discussions between board members
on whether outside financing would be required to fund the repurchase
of the securities in a going private transaction.
- Include a discussion of the questions posed by the filing
persons when Veber presented its valuation report.
- Disclose when and who participated in the discussions regarding
the terms of the proposed tender offer and the Agreement and Plan of
Merger.
- Explain the number of factors considered by the board in
unanimously approving the merger agreement and merger.

20. Refer to pages 21-22.  Revise to clarify why each of the
companies contacted for a possible strategic acquisition did not
pursue a transaction.  Clarify which party ended each discussion
and when.

21. We note that in June 2003, the company determined that it
would seek a strategic transaction and, alternatively, a going-private
transaction.  We also note from page 22 that in October 2003 the
company realized that a third-party transaction was unlikely, and
in January 2004, the company engaged in an issuer tender offer.
Revise to disclose the price paid in that transaction.  Provide us your
analysis regarding why this tender offer was not the first step in
a going-private transaction.  See Q&A No. 4 of Exchange Act Release
No. 17719 (April 13, 1981).

22. Revise page 23 to provide an itemization of the expected cost
increases and to clarify the basis for the cost increases.
Clarify which costs are "external" and "internal."

Reasons for the Offer and the Merger, page 27

23. Revise to clarify the reasons for engaging in this form of
transaction at this time.  See Item 1013(c) of Regulation M-A.
For example, it appears that this offer structure enables the filing
persons to engage in the tender offer and merger without
recognizing any possible gain for federal income tax purposes, while
potentially requiring unaffiliated security holders to incur a gain
or loss for tax purposes.  Also, revise the income tax section to
describe the tax effects of the transaction on the company as well
as all unaffiliated and affiliated security holders (including each
filing person). Clarify whether the affiliates will be able to take
advantage of any net operating loss carryforwards and, if so, how
this impacted the decision to structure the transaction in this
form. See Item 1013(d) of Regulation M-A.  Finally, clarify the
significance of the fact that the continuing shareholders may be
able to make an election to be treated as a small business corporation
within the meaning of Section 1361 of the Internal Revenue Code
(page 42) and the relationship, if any, between the ability to make this
election and the form and timing of the transaction.

Analysis of Veber Partners, LLC, page 30

24. Revise page 31 to explain the reason for the "recast" of
Elmer`s 2004 financial results, to explain how the results were recast,
the basis for the recast and the effect of the recast.  Disclose the
recasted results in the document.

25. Disclose the comparable companies and comparable transactions
Veber identified, and the criteria used to select them.  Clarify
whether any companies or transaction selected using these criteria
were eliminated from consideration and why.

26. Revise to disclose all information required by Item 1015(b)(4)
with respect to Veber.  We are unable to locate a discussion of
compensation within the past two years.

Position of the Purchaser and the Continuing Shareholders
Regarding the Fairness of the Offer and Merger, page 37

27. Item 1014(a) of Regulation M-A requires that each filing
person make a fairness determination with respect to the unaffiliated
security holders, as defined in Rule 13e-3(a)(4).  Clarify that
you have done so.  It is unclear whether there are any affiliates of
the company that are not continuing shareholders, although the
disclosure on page 26 regarding Mr. Daniel A. Woolley appears to
indicate that there is at least one affiliate who is not a continuing
shareholder.

28. We note that if the minimum tender offer condition is waived,
unaffiliated security holders may continue to be shareholders of
Elmer`s.  Because the transaction will have different effects on
different groups of unaffiliated security holders, you must revise
the document to provide the filing person`s fairness determination
with respect to each group of security holders.  See Q&A No. 19 of
Exchange Act Release No. 17719 (April 13, 1981).

29. Generally, the factors outlined in Instruction 2 to Item 1014
are considered relevant in assessing the fairness of the consideration
to be received in a going private transaction. To the extent any of
the listed factors was not deemed relevant in the context of this
transaction, or was given little weight, this in itself may be an
important part of the decision-making process that should be
explained for shareholders. In this regard, it does not appear
that you have addressed liquidation value or prior stock transactions.
Revise the disclosure to address prior stock transactions (such as
the issuer tender offer) and to further clarify and provide a
basis for why liquidation value was not considered.  Note that a lack of
intent to liquidate is not sufficient.  See Q&A No. 20 in Exchange
Act Release No. 17719 (April 13, 1981).

30. Revise to disclose the company`s net book value on a per share
basis.

31. Given the limited trading market of Elmer`s common stock and
the many years over which the filing