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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 14D-9

          Solicitation/Recommendation Statement under Section 14(d)(4)
                     of the Securities Exchange Act of 1934

                               (AMENDMENT NO. ___)

                            ELMER'S RESTAURANT, INC.
                            ------------------------
                            (Name of Subject Company)

                            ELMER'S RESTAURANT, INC.
                            ------------------------
                       (Names of Person Filing Statement)

                                  COMMON STOCK
                                  ------------
                         (Title of Class of Securities)

                                     289393
                  ---------------------------------------------
                      (CUSIP Number of Class of Securities)

                               Bruce N. Davis, CEO
                            Elmer's Restaurant, Inc.
                              11802 SE Stark Street
                                 P.O. Box 16938
                             Portland, OR 97292-0938
  ----------------------------------------------------------------------------
     (Name,  address, and telephone numbers of person authorized to receive
     notices and communications on behalf of the persons filing statement)

[ ]     Check the box if the filing relates solely to preliminary communications
        made before the commencement of a tender offer.














1.       SUBJECT COMPANY INFORMATION.

         The  company  that  is the  subject  of the  tender  offer  is  Elmer's
Restaurant, Inc. ("Elmer's").  The address and telephone number of the executive
officers of Elmer's is as follows:

         Bruce N. Davis, President and CEO
         Jerry Scott, Vice President
         Dennis R. Miller, Secretary and Corporate Controller
         11802 SE Stark Street
         P.O. Box 16938 
         Portland, OR 97292-0938
         (503) 252-1485


         The tender offer is for the purchase of all of the  outstanding  common
stock of Elmer's.  As of December 8, 2004,  Elmer's had 1,842,945  shares of its
common stock issued and outstanding. Of those outstanding shares,  approximately
756,601 shares are owned by  shareholders  other than EAC, the party making this
tender offer.

2.       IDENTITY AND BACKGROUND OF FILING PERSON.

         Elmer's  is  serving  as the filing  person  under  federal  securities
regulations and is filing this Schedule 14D-9 in response to the tender offer of
ERI Acquisition  Corp.  ("EAC"),  which is soliciting the purchase of all of the
outstanding common stock of Elmer's not currently owned or controlled by EAC for
a cash price of $7.50 per share. Correspondence to Elmer's may be sent to:

                  Elmer's Restaurant Inc.
                  11802 SE Stark Street
                  P.O. Box 16938
                  Portland, OR  97292-0938
                  Attn: Mr. Bruce N. Davis, CEO

         The address of EAC is:

                  363 High Street
                  Eugene, Oregon 97401

3.       PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

         There  are  no  material  agreements,  arrangements  or  understandings
between   Elmer's  and  its   directors,   executive   officers  or   affiliates
(collectively  the "Elmer's  Parties"),  or between the Elmer's Parties and EAC,
any of its  directors,  executive  officers or  affiliates.  Every member of the
board of  directors  of  Elmer's  is also a  shareholder  in EAC and  therefore,
collectively  are the principals  initiating the tender offer for the purpose of
taking  Elmer's  private.  As a result,  the entire  board of  directors  has an
inherent  conflict of interest in expressing any opinion,  individually  or as a
group, as to the fairness or adequacy of the tender offer.











4.       THE SOLICITATION OR RECOMMENDATIONS.

         Because the entire board of directors  are part of the group making the
tender offer, the board of directors  desires that the tender offer be judged on
its merits by each  individual  shareholder  without any undue  influence by the
board regarding each shareholder's decision to accept or reject the tender offer
as  proposed.  Because of the inherent  conflict of interest  noted in Section 3
above,  the board of directors is unable to take a position  with respect to the
tender offer.  Consequently,  the shareholders  being solicited should carefully
read the information presented in the tender offer and this response and make an
independent  evaluation of the merits of the proposed tender offer.  All Company
documents   filed   electronically   on  the  SEC's  website  are  available  at
http://www.sec.gov.  As  a  courtesy  to  shareholders,  the  Tender  Offer  and
accompanying    filings    are    available    on   the    Company's    website,
www.elmers-restaurants.com.

         The  executive  officers  and  directors  intend  to  contribute  their
individual  shares to EAC  solely for the  purpose  of forming a new  company to
solicit the  purchase  of the  remaining  outstanding  shares of Elmer's for the
purpose  of  reducing  the  number of  outstanding  shareholders  and taking the
Elmer's private.  As a result, the executive officers and directors will not own
any shares in Elmer's subject to the tender offer.

         All  statements  and  representations  contained  in the  tender  offer
documents  presented  to  shareholders  by  EAC  are  the  sole  statements  and
representations   of  EAC  and   should   not  be   construed   as   statements,
representations or endorsements of Elmer's or its board of directors.

5.       PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

         Elmer's has not retained, employed or compensated any person to solicit
or make a recommendation  in connection with the tender offer. The principals of
EAC  retained  the  services  of Veber  Partners,  Inc.,  an  investment  banker
("Veber").  Veber was previously engaged by Elmer's in 1998 and is familiar with
the  operations of Elmer's.  EAC engaged  Veber to evaluate the proposed  tender
offer  for EAC.  Other  than  providing  information  to Veber  relative  to its
evaluation,  Elmer's has had no involvement with the engagement of Veber and all
fees due Veber have been paid by EAC, or  individually by the principals of EAC.
Veber was not engaged to provide advice or make a  recommendation  to Elmer's or
its shareholders.

6.       INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         Elmer's has had no  transactions in its securities in the past 60 days,
except as disclosed below:

         o    Each of the directors and certain executive  officers have pledged
              their respective shares in Elmer's to EAC,
         o    Elmer's has issued immaterial number of shares to  departing
              employees pursuant to the company's stock option plan; and
         o    In  a  separate  transaction,  Elmer's  shares  held  by  Franklin
              Holdings LLC were  distributed  to its members (who are members of
              EAC) as set  forth in the  acquiring  group's  Schedule  13D filed
              November 19, 2004.

7.       PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

         Elmer's is not engaged in or undertaking  any  negotiations in response
to the proposed  tender offer for the  acquisition  of its securities and has no
plans,  proposals,  or is  involved  in  any  negotiations  for  such  plans  or
proposals,  that  relate  to or may  result  in any  merger,  reorganization  or
liquidation  of Elmer's  at this  time.  Although  not  negotiating  with EAC or
entering  into any  agreement or  understanding  with EAC  regarding  any merger
between EAC and Elmer's, Elmer's is aware that the intent of the tender 


offer  by  EAC is  for  the  purpose  of  taking  Elmer's  private  and  Elmer's
acknowledges   that  to  complete  such  transaction  EAC,  as  the  controlling
shareholder  of Elmer's,  may elect to merge Elmer's with and into EAC after the
tender  offer  closes.  If EAC controls at least 90% of the  outstanding  voting
stock of Elmer's after the close of the tender offer,  no approval by Elmer's or
its  remaining  shareholders  will be required to complete such a merger and any
remaining  shareholders  of Elmer's  after the close of the tender offer will no
longer be shareholders in either EAC or Elmer's in the event of a merger.

In response to the proposed tender offer by EAC, the board of directors  adopted
corporate  resolutions  recognizing  the  formation  of  EAC  as  a  controlling
shareholder  for the purpose of taking  Elmer's  outside the scope of the Oregon
Business Combination Act. This action permits EAC to effect a merger between EAC
and  Elmer's at the close of the tender  offer in the event the  majority of the
minority  shareholders  of Elmer's  effectively  consent to the  proposed  going
private transaction by tendering their shares in response to the tender offer.

8.       ADDITIONAL INFORMATION.

         The board of directors of Elmer's  desires to have  shareholders  not a
part of EAC evaluate the tender offer and proposed going private  transaction on
its own merits and without  influence  from the board of directors as a group or
individually.  If a majority of the minority shareholders tender shares based on
an independent evaluation,  the board of directors views such majority tender as
essentially  shareholder  approval of the going private transaction  intended by
EAC and,  accordingly,  may take subsequent  action,  as it deems necessary,  to
effect the wishes of the  majority of the  minority  shareholders  to permit the
completion of the going private transaction.

9.       EXHIBITS.

         None.

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                            Elmer's Restaurants, Inc.


                            By: /s/ BRUCE N. DAVIS
                               --------------------------------------------
                               Bruce N. Davis
                               Chief Executive Officer and President



Dated: December 21, 2004