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CORRESPONDENCE

Lane Powell PC

                                         601 S.W. Second Ave., Suite 2100
Portland, OR
97204
503 778 2100 (phone)
 503 778 2200 (fax)

VIA FACSIMILE, EDGAR
& EXPRESS MAIL

February 4, 2005

Ms. Abby Adams
Special Counsel

Office of Mergers and
Acquisitions
United States Securities and Exchange Commission

Washington, D.C.
20549-0303

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, Donna P. Woolley, and ERI Acquisition Corp.

This letter responds to the comments
of the Staff set forth in your letter dated January 27, 2005, relating to the Schedule
TO-T/13E-3 filed with the Securities and Exchange Commission on December 20, 2004 (the
“Schedule TO/13E-3”).

For your information, page references
in this response letter are to the revised Offer to Purchase (Exhibit (a)(1)(i)) and the
revised Letter of Transmittal (Exhibit (a)(1)(ii)) filed as exhibits to Amendment No. 4 to
Schedule TO/13E-3. Also, for the convenience of the Staff, we have repeated each of the
Staff’s comments from the letter dated January 27, 2005 immediately above our
responses.

Schedule TO/13E-3

Offer to Purchase

Have
you received a financial analysis regarding the fairness of the Offer and Merger, page 11

Ms. Abby Adams
 Re:  Elmer's
Restaurants, Inc.
 February 4, 2005
 Page 2

1.

Refer
to comment 11. We note the revised disclosure where you state:

The
valuation analysis that Veber Partners provided to us is not a fairness opinion. It does
not contain an opinion and it does not take into account the Offer. Rather, it provides
our financial advisor’s conclusion as to the fair value of one Share . . . that we
relied upon, in part, to support our views on the substantive fairness of the Offer. In
addition, the valuation analysis was provided to us solely for our use and benefit. Thus,
while it provides information that may be useful in connection with your decision whether
to tender your Shares in the Offer, you are not entitled to rely upon the valuation
analysis (as you would be able to do, based on the SEC’s position, with a fairness
opinion) and our financial advisor has no liability or obligation to you with respect to
their valuation analysis. In short, when considering the valuation analysis, you should
bear in mind that it is not a fairness opinion.

This disclosure is inappropriate. You
should revise the document to eliminate this disclosure as well as the paragraph that
precedes the above quotation. The financial advisor has provided an opinion of the fair
value of one share of stock, from a financial point of view, and security holders are
entitled to rely upon it. Note the broad language in Item 1015(a) of Regulation M-A. As
the tender offer is ongoing, you should revise the document to affirmatively correct the
disclosure cited above. Also revise page 49 and throughout the document to clarify or
delete any statements that you have not received a fairness opinion.

In addition, revise the document and
Exhibit (c) to the Schedule TO (the financial advisor’s analysis and conclusion) to
eliminate any language which attempts to limit reliance by shareholders on the financial
advisor’s opinion, such as language stating that the opinion has been provided solely
or only for the use of the filing persons. Such disclosure is inconsistent with the
disclosure related to the opinion and should be deleted. Alternatively, disclose the basis
for the financial advisor’s belief that shareholders cannot rely upon the opinion to
support any claims against the financial advisor arising under applicable state law.
Describe any applicable state-law authority regarding the availability of such a potential
defense. In the absence of applicable state law authority, disclose that the availability
of such a defense will be resolved by a court of competent jurisdiction. Also disclose
that resolution of the question of the availability of such a state-law defense to the
financial advisor would have no effect on the rights and responsibilities of either the
financial advisor or the filing persons under the federal securities laws.

Furthermore, while it may be
acceptable to include qualifying language concerning subjective analysis, it is
inappropriate to disclaim responsibility for statements made in the document.

Ms. Abby Adams
 Re:  Elmer's
Restaurants, Inc.
 February 4, 2005
 Page 3

Please revise this page and the
remaining document to avoid inappropriate disclaimers, including that on page 70.

Finally, disclose that the financial
advisor has consented to the use of the opinion in the document.

        Response.    We
propose to amend the filing as described below to address the Staff’s
          comments.

               A.   We
propose to amend the filing on page 10 such that the question and answer
          regarding the financial analysis reads in its entirety as follows:

“Have
you received a financial analysis regarding the consideration to be received by the
shareholders in  the Offer and the Merger?

         Yes.
               Our financial advisor, Veber Partners, LLC, has delivered to us a financial
               analysis concluding that, as of August 5, 2004, $6.57 per Share constitutes fair
               value for such Shares. You should be aware, however, that Veber Partners’
               conclusion (a) does not take into account the Offer (rather, it provides our
               financial advisor’s conclusion as to the fair value of one Share in the
               abstract and without taking into account the existence or success of the Offer),
               (b) was obtained for the purpose of supporting our views on the substantive
               fairness of the Offer, and (c) was based on and subject to important
               assumptions, limitations and qualifications. See “Special Factors --
               Section 3. Analysis of Veber Partners, LLC” for more information
               regarding the analysis and Exhibit (c) to Schedule TO for a full copy of the
               analysis.

         We considered
whether to obtain a more recent valuation analysis than August 5, 2004 using the Company’s
financial data up to the period ended March 29, 2004. As part of this consideration, we
took into account the following:

The decline
in, among other things, the Company’s revenues and income for the twenty eight week
period ended October 11, 2004, as reported in the Company’s Quarterly Report on Form
10-Q; and

Our
views that the public announcement of the proposed going private transaction caused a
higher Share price on the open market than otherwise might have been the case in the
absence of such announcement.

Ms. Abby Adams
 Re:  Elmer's
Restaurants, Inc.
 February 4, 2005
 Page 4

Evaluating
the foregoing factors in their entirety, and our belief that a more recent financial
analysis would not have provided investors with any meaningfully better information
regarding the value of the Company in connection with their decision to tender Shares in
the Offer, we concluded that the valuation analysis dated August 5, 2004 served its
intended purpose and decided not to obtain a more recent valuation analysis.”

               B.
                 We
propose to amend the filing to add the following sentence to the end of the
          first paragraph on page 36:

“Veber
Partners consented to the use of the Analysis, and the disclosures related thereto, in
the Offer to Purchase and in the combined Schedule TO-T/13E-3 transaction statements, as
amended, to which the Offer to Purchase is attached as Exhibit (a)(1)(i).”

               C.
                 We
propose to amend the filing such that the first sentence in the second
          paragraph on page 36 reads in its entirety as follows (we have noted with
          strikeouts the language to be deleted):

“The
Analysis was prepared solely for the use and benefit of Purchaser and the Continuing
Shareholders and is not intended to be and does not constitute a
recommendation to any Elmer’s shareholder as to whether such shareholder should take
any action, such as voting on any matter or tendering any Shares, in connection with the
Offer or any other potential transaction.”

               D.
                 We propose to amend the filing such
that the first full paragraph on page 68           reads in its entirety as follows
(strikeouts indicate the language to be           deleted):

“In
light of the uncertainties inherent in forward-looking information of any kind, and the
simplistic nature of the analysis, Purchaser cautions against undue reliance on this
information. The inclusion of this information should not be regarded as an
indication that anyone who received this information considered it a reliable predictor
of future events, and this information should not be relied on as such. While Purchaser
has prepared this analysis with numerical specificity and has provided it to GE Capital
and Veber Partners in connection with the Offer and the Merger, neither Purchaser nor the
Continuing Shareholders has made, and does not make, any representation to any person
that the analysis will reflect the future results of the Company. Neither Purchaser nor
the Continuing Shareholders intends to update or revise the analysis to reflect
circumstances existing after the

Ms. Abby Adams
 Re:  Elmer's
Restaurants, Inc.
 February 4, 2005
 Page 5

date they were prepared or to reflect the occurrence of
future events, unless required by law.”

E.                 We
propose to amend the first full paragraph on page 3 of the Analysis (Exhibit
          (c) to the Schedule TO) that carries onto page 4 so that it reads in its
          entirety as follows (strikeouts indicate the language to be deleted):

“In
connection with the Offer, the Purchaser Group engaged Veber Partners to perform a
financial analysis of the value of a single share of Common Stock held by the public
shareholders of Elmer’s (the “Analysis”). No limitations were imposed by
the Purchaser Group on the scope of Veber Partners’ investigation or the procedures
to be followed by Veber Partners in performing its Analysis. The Veber Partners Analysis
is for the use and benefit of the Purchaser Group in connection with its Offer
and is not intended to be and does not constitute a recommendation to any Elmer’s
shareholder as to whether such shareholder should take any action, such as voting on any
matter or tendering any shares, in connection with the Offer. Veber Partners was not
requested to opine as to, and its Analysis does not address, the Purchaser Group’s
underlying business decision to proceed with or effect the Offer.”

 2.

          We
note your response to comment 3. Please advise us of your plans.

        Response.
            We
have extended the Offer until February 16, 2005 (please see Amendment No. 7           to
the Schedule TO-T/13E-3 filed February 3, 2005). As we discussed in our
          telephone conference on January 31, once we have cleared all comments set forth
          in the Staff’s letter dated January 27, 2005, we propose to disseminate to
          the Company’s shareholders a mailing consisting of a cumulative summary of
          changes made to the Offer to Purchase in response to Staff comments, which will
          be filed as Exhibit (a)(1)(xviii) to the Schedule TO-T-13E-3 pursuant to
          Amendment No. 8, which we would expect to file as soon as all comments have
been           cleared. The summary discloses to investors the changes made pursuant to
          Amendment No. 4 to the Schedule TO/13E-3 filed January 19, 2005 and
changes           made pursuant to Amendment No. 8. The summary’s format will be
          substantially similar to this response letter, referencing the amended and
          restated Offer to Purchase filed on January 19, 2005 and indicating by
          underscores for additions and strikethroughs for deletions where changes have
          been made to the original Offer to Purchase filed on December 20, 2004.

Introduction,
page 18

Ms. Abby Adams
 Re:  Elmer's
Restaurants, Inc.
 February 4, 2005
 Page 6

3.

          We
reissue comment 16 as you have not deleted the language cited in our comment.

Response.           We
propose to amend the first full paragraph on page 20 of the filing to read in
          its entirety as follows (strikeouts indicate the language to be deleted):

“There
may also be other factors that are currently not identifiable or quantifiable, but may
arise or become known in the future. Forward-looking statements speak only as of the date
the statement was made. Purchaser and the Continuing Shareholders are not obligated to
publicly update or revise any forward-looking statement, whether as a result of
new information, future results, or for any other reason, except as may be
required by federal securities laws.  Purchaser and the Continuing Shareholders have
a duty to, and will, amend the Offer to Purchase to reflect material changes in the
information disclosed herein as set forth in Rule 13e-3(d)(2), Rule 13e-3(f)(1)(iii) and
Rule 14d-3(b).”

Analysis
of Veber Partners LLC, page 36

4.

               We
note your response to comment 25. Did you disseminate the exhibits with the
               offer to purchase. If not, revise the offer to purchase to include this
               information.

Response.            The
exhibits, including the Analysis of Veber Partners LLC, were disseminated to
          the Company’s shareholders with the Offer to Purchase.

Position
of the Purchaser and the Continuing Shareholders Regarding the Fairness of the Offer and
Merger, page 44

5.
We reissue comment 28. As the transaction will have different
effects on                different groups of unaffiliated security holders, revise the
document to                provide to fairness determinations, as discussed in our
comment.

Response.             We
propose to amend the filing such that the section entitled “Special
          Factors -- Section 4. Position of Purchaser and the Continuing Shareholders
          Regarding the Fairness of the Offer and the Merger” will read in its
          entirety as follows (underlines indicate additional language and strikeouts
          indicate language to be deleted):

4. POSITION
OF PURCHASER AND THE CONTINUING SHAREHOLDERS REGARDING THE FAIRNESS OF
                    THE OFFER AND THE MERGER

        Rule
13e-3 and related rules under the Exchange Act require Purchaser and each of the
Continuing Shareholders, as affiliates of the Company, to express their reasonable belief
as to the fairness of the Offer to the Company’s

Ms. Abby Adams
 Re:  Elmer's
Restaurants, Inc.
 February 4, 2005
 Page 7

shareholders who are not affiliated
with Purchaser and the Continuing Shareholders.,
including those shareholders who tenders their Shares in the  Offer
(“Tendering Shareholders”) and those shareholders who elect not to tender their
Shares in the Offer (“Non-Tendering Shareholders”).

Purchaser
and each of the Continuing Shareholders believe that the Offer and the Merger are both
substantively and procedurally fair to the Company’s shareholders who are not
affiliated with Purchaser and the Continuingboth to Tendering
Shareholders and Non-Tendering Shareholders. Purchaser and the Continuing Shareholders
base their belief on their observations of the following factors, each of which, in their
judgment, supports their views as to the fairness of the Offer and the Merger:

Each
shareholder of the Company can individually determine whether to tender Shares