SecProbe.io

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                                                               DIRECT PHONE
                                                               503.221.1287

                                                               DIRECT FACSIMILE
                                                               800.646.3796
                                January 18, 2005
                                                               E-MAIL
                                                               JSK@FOSTERPDX.COM

VIA FACSIMILE
=============

Abby Adams
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0303

         Re:      Elmer's Restaurants, Inc.
                  Schedule 14D-9 filed December 20, 2004

Dear Ms. Adams:

         We are legal counsel to Elmer's Restaurants,  Inc. ("Elmer's") and have
been authorized on its behalf to respond to your comment letter dated January 5,
2005 (the "SEC Comment  Letter"),  concerning  Elmer's'  Schedule  14d-9 and the
Schedule TO/13E-3 filed with the Securities and Exchange  Commission (the "SEC")
by ERI  Acquisition  Corp.  ("ERI").  For  the  convenience  of the  Staff,  the
responses are numbered to correlate to the respective  Staff comment and we have
included the text of each comment followed by our response,  (except for Comment
1 relating to the Schedule  TO/13E-3,  which,  because of the comment length, we
have included only the pertinent Staff inquiry).

COMMENT 1. 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.

RESPONSE:  Rule  14d-1(g)  defines a  "bidder"  as any person who makes a tender
offer or on whose behalf a tender offer is made. This Rule specifically excludes
from the  definition  of a "bidder" an issuer which makes a tender offer for its
own  securities.  The purpose of this  definition  is to  determine  the parties
required to file a Schedule TO. Elmer's is the subject company. The tender offer
is being  made by and on  behalf of ERI,  which is a  separate,  distinct  legal
entity  from  Elmer's.  ERI  filed a  Schedule  TO.  Elmer's  cannot be deemed a
"bidder"  because Elmer's would be making a tender offer for its own securities.
Because  Elmer's  is not a  "bidder"  for  Regulation  14D  purposes,  it is not
required to file a Schedule TO.  Instead,  Elmer's is required to respond to the
tender offer as required by Rule 14d-9.

<PAGE>
Abby Adams
January 18, 2005
Page 2

         We also have  reviewed the relevant  discussion  within the  Division's
Current  Issues and  Rulemaking  Projects  referenced in the SEC Comment  Letter
regarding  determining  the  "bidder" for  Regulation  14D  purposes.  The Staff
comments  appear to imply that Elmer's may be a "bidder"  because the principals
in ERI,  which is the  controlling  shareholder  of Elmer's,  also may be deemed
control  persons of Elmer's in their  capacity as board members of Elmer's.  The
discussion  provides that control of an entity through share  ownership does not
automatically make that entity a "bidder".  The fact that the board of directors
of Elmer's are the principals in ERI,  therefore,  is not  dispositive.  The SEC
Staff  noted  that the  determination  of a  "bidder"  hinges on the role of the
control persons in the tender offer.

         The  individuals,  in their capacity as shareholders  and not directors
and  executive  officers  of Elmer's,  formed ERI.  Elmer's did not form ERI and
holds no  interest in ERI.  Elmer's and ERI are  separate  legal  entities.  ERI
controls  Elmer's.  ERI is making the tender offer. Any actions by the directors
and executive  officers of Elmer's relative to the tender offer because of their
similar capacities with ERI have been performed by such persons on behalf of ERI
in their  capacities  as principals of ERI and not as board members and officers
of  Elmer's.  Elmer's,  as a  company,  has not  played  a  significant  role in
initiating,  structuring and negotiating the tender offer. ERI is the bidder and
Elmer's is the  target.  Elmer's is not acting  together  with ERI in the tender
offer.  ERI has obtained its own  financing for the tender offer and Elmer's has
not  played  a  primary  role in  obtaining  that  financing.  Elmer's  will not
ultimately  own the shares  acquired  by ERI in  response  to the tender  offer.
Because  Elmer's is  ultimately  controlled  by ERI and has not played an active
role in the tender offer, Elmer's is not a "bidder".  Further, including Elmer's
as a  "bidder"  will  not  result  in the  uninterested  shareholders  receiving
additional material information that would not otherwise be disclosed.

         Similarly,  Elmer's is not  directly or  indirectly  engaged in a going
private  transaction.  The fact that the  executive  officers  and  directors of
Elmer's  are the  same  persons  who are  principals  in ERI,  or that  ERI is a
controlling,  majority shareholder of Elmer's, does not mean that the actions of
ERI or those  persons on behalf of ERI relative to the tender offer and proposed
merger should be attributed  to Elmer's.  To the contrary,  although they may be
one in the same persons, each person has a duty and obligation to the respective
entity  depending on the capacity in which that person is acting.  As noted, the
corporations are separate legal entities. In other contexts,  the actions of ERI
cannot be attributed to Elmer's  merely  because they have the same officers and
directors.

         SEC  Staff  Interpretive  Release  Number  34-17719  (April  13,  1981)
provides  guidance in complying with Rule 13e-3.  Question 5, Illustration 2, of
the  Interpretive  Release is  dispositive  on the issue of  whether  Elmer's is
engaged in a going private  transaction.  The SEC Staff  determined  that when a
controlling  shareholder  of Company X offers to purchase in a cash tender offer
all of the  outstanding  shares of Company  X, the  controlling  shareholder  is
deemed to

<PAGE>
Abby Adams
January 18, 2005
Page 3

be engaged in a going private transaction. Company X, however, is not deemed to
be engaged in the going private transaction. In its tender offer, ERI is
offering to purchase for cash all of the outstanding shares of stock of Elmer's
not owned by ERI. ERI, as the controlling shareholder of Elmer's, is engaging in
the purchase of the registered equity securities of its affiliate which may
result in the effect contemplated by Rule 13e-3(a)(3)(ii). In accordance with
Illustration 2, under these circumstances, ERI is engaging in a going private
transaction; however, Elmer's is not engaging in any such transaction and, as a
result, is not subject to Rule 13e-3.

         Rule 13e-3  provides that it is unlawful for the issuer or an affiliate
to engage,  directly or indirectly,  in a going private  transaction  unless the
issuer or  affiliate  file a Schedule  13E-3.  The  person  engaged in the going
private transaction is ERI. ERI filed the Schedule 13E-3 in conjunction with its
Schedule  TO.  Because  Elmer's  is not  subject  to the Rule  13e-3,  it is not
required to file Schedule 13E-3.

         Relative  to this tender  offer,  the board and  executive  officers of
Elmer's  have been  sensitive  to the  inherent  conflict  of  interest  and, in
accordance  with direction from legal counsel,  have made a concerted  effort to
keep the entities and their actions distinctly separated. Each entity has sought
advice from its own legal  counsel.  ERI has been  responsible  for all expenses
related to preparing  and  initiating  the tender offer,  including  reimbursing
Elmer's for any time spent by  officers or  employees  during  regular  business
hours on matters that were directly or indirectly  related to the preparation of
the tender offer. ERI has negotiated  separate  financing.  ERI will acquire the
shares of Elmer's.  If a majority of the uninterested  shareholders tender their
shares, ERI, as the controlling shareholder,  may decide to initiate a merger of
its subsidiary,  Elmer's,  into ERI.  Elmer's will not have any control over the
decision  to  merge,  particularly  if ERI owns  90% or more of the  outstanding
equity of Elmer's after the tender offer,  in which case no shareholder  vote is
required to effect a merger in those circumstances.

         In SEC  Interpretive  Release  34-17719  the SEC Staff  notes that Rule
13e-3 is designed to protect  investors  from the  inherent  coercive  nature of
going-private   transactions  as  a  result  of  the  uninterested  shareholders
inability to  influence  corporate  decisions to enter into such a  transaction.
Based on recent cases  addressing  going  private  transactions  in the Delaware
courts,  the tender offer was  carefully  structured  in  accordance  with those
holdings  to overcome  the  inherent  coercive  nature of such  transactions  by
permitting the  uninterested  shareholders  the opportunity to decide whether to
participate in the tender offer,  with the  understanding  that if a majority of
the uninterested  shareholders tender their shares, ERI may initiate a merger to
take the Elmer's private.  Because of the board of directors'  inherent conflict
of interest and the board's desire to permit the  uninterested  shareholders the
opportunity  to make an  independent  decision  regarding  the tender  offer and
subsequent  merger,  the  board did not  believe  it was  appropriate  to make a
recommendation  nor was it in a position to remain  neutral on the matter.  As a
result,  as noted in Schedule  14d-9,  because of the conflict of interest,  the
board is not able to take a position on the matter.

<PAGE>
Abby Adams
January 18, 2005
Page 4

         Requiring  Elmer's to file  Schedule  13E-3 would  require the board to
make a recommendation to accept or reject the tender offer.  Elmer's has gone to
great  lengths  to make  shareholders  understand  that  Elmer's is not taking a
position on the tender offer to permit shareholders to judge the tender offer on
its own merits.  Such a requirement  undermines the purpose of  structuring  the
tender  offer to permit the  uninterested  shareholders  to make an  independent
decision without the influence of management or the board.  Requiring Elmer's to
file, or join in the filing of the Schedule 13E-3 or its recommendations,  would
only confuse  shareholders  as to whom is actually making and  recommending  the
tender  offer and there is no  additional  material  information  that  would be
disclosed that is not already  disclosed to shareholders in the current Schedule
TO/13E-3.

Comment 3.  REVISE THE  DOCUMENT  TO PROVIDE  THE  INFORMATION  REQUIRED BY ITEM
1005(D) OF  REGULATION  M-A.  AS THE FILING  PERSONS  ON THE  SCHEDULE  TO/13E-3
INCLUDE THE ENTIRE BOARD OF DIRECTORS OF ELMER'S AND MEMBERS OF  MANAGEMENT,  IT
IS UNCLEAR HOW YOU HAVE DETERMINED  THAT THERE ARE NO AGREEMENTS  REQUIRED TO BE
DISCLOSED  IN RESPONSE TO THIS ITEM.  FOR  EXAMPLE,  ARE THERE ANY  COMPENSATION
AGREEMENTS BETWEEN ELMER'S AND THESE individuals.

RESPONSE:   Item  1005(d)  requires  the  disclosure  of  material   agreements,
arrangements  or  understandings  between  Elmer's,  as the filing  person under
Schedule  14d-9,  and the offeror,  its  executive  officers and  directors  and
disclosure  of any  material  conflicts  of interest.  We have  interpreted  the
materiality  element  to mean  material  to the  proposed  transaction.  We have
disclosed  the inherent  conflict of interest  resulting  from the fact that the
board  members and  executive  officers of Elmer's are the same persons that are
principals in the offeror. Three of the directors of Elmer's (also principals in
ERI) are principals in Jaspar's Food Management,  Inc. which currently provides,
and will  continue  to provide,  certain  management  services to Elmer's.  This
arrangement  is strictly  operational  and will have no bearing on the  proposed
transaction;  nor will the outcome of the proposed  transaction have any bearing
on the arrangement.  We therefore do not believe such arrangement is material to
an analysis of the tender  offer or  going-private  transaction.  Elmer's has no
other material  arrangements  or agreements (as disclosed in the exhibits to its
most  recent  Form  10-K)  with any of the  described  persons  satisfying  this
disclosure  requirement.  None of Elmer's  officers or employees have employment
agreements.

Comment 4. REVISE TO PROVIDE THE DETAILED  INFORMATION  REQUIRED BY ITEM 1008(B)
OF REGULATION M-A.

RESPONSE:  The  disclosures  required  in  Schedule  14d-9 and  Schedule  TO are
intended to give security holders all the material information necessary to make
an informed  investment  decision.  Although  not  identifying  each  individual
executive officer and director,  the pertinent information disclosed in Schedule
14d-9  is that  all of the  executive  officers  and  directors  of the  Elmer's

<PAGE>
Abby Adams
January 18, 2005
Page 5

contributed  all their shares in Elmer's to ERI prior to  initiating  the tender
offer.  We do not think the  specific  names and  amounts are  important  to the
decision  making  process,  because that  information  has been disclosed to the
shareholders in Schedule TO/13E-3 by the offeror. However, if the Staff believes
such duplicate information would be beneficial to shareholders, we can duplicate
the specific ownership information disclosed in Schedule TO/13E-3.

We do not believe the name of the non-executive employee that was issued company
stock  pursuant to the  exercise  of a stock  option  upon  termination  of that
persons  employment  with Elmer's is material.  The number of shares was nominal
and the person is not involved in the proposed transaction in any manner.

Comment 5. REVISE TO PROVIDE THE INFORMATION  REQUIRED BY ITEM 1006(D)(1)(II) OF
REGULATION M-A WITH RESPECT TO THE FACTORS IN ITEM 1006 (C)(2)-(3).

RESPONSE:  Item 1006(c)(2)-(3)  requires  disclosure of any plans,  proposals or
negotiations  that  relate  to or  would  result  (i) in the  purchase,  sale or
transfer of a material amount of assets of the Elmer's; and (ii) in any material
change in the present dividend rate or policy or indebtedness or  capitalization
of Elmer's.  There are no plans,  proposals or  negotiations  relating to (i) or
(ii).  We do not believe  that the  negotiations  relating to relaxing  the debt
covenants on the Wells Fargo loans is a material  change to the  indebtedness of
Elmer's.  ERI has disclosed the existence of such negotiation to shareholders in
the Schedule TO/13E-3.  However, if the Staff believes this information would be
beneficial to the shareholders  decision,  we can duplicate these disclosures in
the Schedule 14d-9.

Comment 6.  REVISE TO PROVIDE  ADDITIONAL  DETAIL OF THE  CORPORATE  RESOLUTIONS
ADOPTED BY THE BOARD IN CONNECTION WITH THE TENDER OFFER SO THAT THE OFFEROR MAY
CARRY OUT ITS PLANS FOR THE  TENDER  OFFER  AND  MERGER.  IN DOING SO,  CITE AND
BRIEFLY  EXPLAIN  THE  APPLICABLE  OREGON  STATUTES.  CLARIFY THE BASIS FOR YOUR
BELIEF THAT BY TENDERING THEIR SHARES INTO THE OFFER,  ELMER'S  SECURITY HOLDERS
WILL  "EFFECTIVELY  CONSENT"  TO  THE  GOING-PRIVATE  TRANSACTION,   CITING  ANY
APPLICABLE STATE LAW.

RESPONSE:  The Oregon Business  Combination Act ("Act") precludes the completion
of a merger or other business  combination  between an "interested  shareholder"
and an Oregon corporation for a period of three (3) years unless the articles of
incorporation  of  the  corporation  specifically  state  that  the  Act  is not
applicable  to the  corporation  or the board either  approves  the  transaction
creating the "interest