**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**Form
      10-Q**




**x** **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




For
      the
      quarterly period ended March 26, 2008




or




o **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




For
      the
      transition period from __________ to __________




Commission
      File No. 333-115644




**EPL
      Intermediate, Inc.**


**(Exact
      Name of Registrant as Specified in Its Charter)**




**Delaware**
            
            **13-4092105****(State
                or Other Jurisdiction of**
            
            **(I.R.S.
                Employer****Incorporation
                or Organization)**
            
            **Identification
                No.)****3535
                Harbor Blvd., Suite 100****Costa
                Mesa, California**
            
            **92626****(Address
                of Principal Executive Offices)**
            
            **(Zip
                Code)**




**(714)
      599-5000**


**(Registrant’s
      Telephone Number, Including Area Code)**


**(Former
      Address if Changed from Last Report)**




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  o  No x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company,
      as
      defined in Rule 12b-2 of the Exchange Act.


Large
      accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).   Yes o  No x




As
      of May
      9, 2008, the registrant had 100 shares of its common stock, $.01 par value,
      outstanding.







**TABLE
      OF CONTENTS**




**Item**
              
              
              
              
              **Page****PART
                  I – FINANCIAL INFORMATION**1.
              
              
              Condensed
                  Consolidated Financial Statements (Unaudited)
              
              32.
              
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              143.
              
              
              Quantitative
                  and Qualitative Disclosures About Market Risk
              
              214T.
              
              
              Controls
                  and Procedures
              
              21**PART
                  II – OTHER INFORMATION**1.
              
              
              Legal
                  Proceedings
              
              211A.
              
              
              Risk
                  Factors
              
              214.
              
              
              Submission
                  of Matters to a Vote of Security Holders
              
              225.
              
              
              Other
                  Information
              
              226.
              
              
              Exhibits
              
              23


2




**PART
      I – FINANCIAL INFORMATION**




**Item
      1. Financial Statements**





**EPL
                INTERMEDIATE, INC.****(A
                Wholly Owned Subsidiary of El Pollo Loco Holdings,
                Inc.)****CONDENSED
                CONSOLIDATED BALANCE SHEETS (UNAUDITED)****(Amounts
                in thousands)**




**DECEMBER 26,**
            
            **MARCH 31,****2007**
            
            **2008****ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            3,841
            
            $
            3,192Notes
                and accounts receivable—net
            
            
            3,631
            
            
            4,061Inventories
            
            
            1,778
            
            
            1,786Prepaid
                expenses and other current assets
            
            
            3,674
            
            
            5,532Deferred
                income taxes
            
            
            2,357
            
            
            2,357Total
                current assets
            
            
            15,281
            
            
            16,928PROPERTY
                OWNED—Net
            
            
            82,217
            
            
            83,387PROPERTY
                HELD UNDER CAPITALLEASES—Net
            
            
            1,105
            
            
            998GOODWILL
            
            
            276,911
            
            
            276,911DOMESTIC
                TRADEMARKS
            
            
            120,700
            
            
            120,700OTHER
                INTANGIBLE ASSETS—Net
            
            
            10,607
            
            
            10,198OTHER
                ASSETS
            
            
            9,607
            
            
            9,154TOTAL
                ASSETS
            
            $
            516,428
            
            $
            518,276





See
                notes to condensed consolidated financial statements.
            (continued)




3




**EPL
                INTERMEDIATE, INC.****(A
                Wholly Owned Subsidiary of El Pollo Loco Holdings,
                Inc.)****CONDENSED
                CONSOLIDATED BALANCE SHEETS (UNAUDITED)****(Amounts
                in thousands, except share
                data)**





**DECEMBER 26,**
            
            **MARCH 31,****2007**
            
            **2008****LIABILITIES
                AND STOCKHOLDER'S EQUITY**CURRENT
                LIABILITIES:Revolving
                credit facility
            
            $
            2,500
            
            $
            -Current
                portion of note payable
            
            
            1,035
            
            
            1,024Current
                  portion of obligations under capital
                  leases
            
            
            1,241
            
            
            1,080Accounts
                payable
            
            
            13,203
            
            
            13,815Accrued
                salaries
            
            
            3,725
            
            
            4,470Accrued
                vacation
            
            
            1,936
            
            
            1,973Accrued
                insurance
            
            
            1,412
            
            
            1,732Accrued
                income taxes payable
            
            
            102
            
            
            23Accrued
                interest
            
            
            1,934
            
            
            5,600Accrued
                advertising
            
            
            180
            
            
            284Other
                accrued expenses and current liabilities
            
            
            5,076
            
            
            4,958Total
                current liabilities
            
            
            32,344
            
            
            34,959NONCURRENT
                LIABILITIES:Senior
                secured notes (2009 Notes)
            
            
            250
            
            
            250Senior
                unsecured notes (2013 Notes)
            
            
            123,843
            
            
            123,892PIK
                Notes (2014 Notes)
            
            
            30,274
            
            
            23,383Note
                payable—less current portion
            
            
            100,418
            
            
            99,098Obligations
                  under capital leases—less current
                  portion
            
            
            2,706
            
            
            2,562Deferred
                income taxes
            
            
            38,864
            
            
            38,564Other
                intangible liabilities—net
            
            
            6,047
            
            
            5,735Other
                noncurrent liabilities
            
            
            9,371
            
            
            9,773Total
                noncurrent liabilities
            
            
            311,773
            
            
            303,257COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDER'S
                EQUITYCommon
                  stock, $.01 par value—20,000 shares authorized;
                  100 shares issued and outstanding
            
            
            -
            
            
            -Additional
                paid-in-capital
            
            
            176,296
            
            
            184,501Accumulated
                Deficit
            
            
            (3,985
            )
            
            (4,441
            )Total
                stockholder's equity
            
            
            172,311
            
            
            180,060TOTAL
            
            $
            516,428
            
            $
            518,276




See
                notes to condensed consolidated financial statements.
            (concluded)




4




**EPL
                INTERMEDIATE, INC.****(A
                Wholly Owned Subsidiary of El Pollo Loco Holdings,
                Inc.)****CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS
                (UNAUDITED)****(Amounts
                in thousands)**





**13 Weeks Ended March 31,****2007**
            
            **2008**OPERATING
                REVENUE:Restaurant
                revenue
            
            $
            62,449
            
            $
            66,326Franchise
                revenue
            
            
            4,370
            
            
            4,852Total
                operating revenue
            
            
            66,819
            
            
            71,178OPERATING
                EXPENSES:Product
                cost
            
            
            19,201
            
            
            21,594Payroll
                and benefits
            
            
            16,315
            
            
            17,684Depreciation
                and amortization
            
            
            2,794
            
            
            2,985Other
                operating expenses
            
            
            20,711
            
            
            22,467Total
                operating expenses
            
            
            59,021
            
            
            64,730OPERATING
                INCOME
            
            
            7,798
            
            
            6,448INTEREST
                EXPENSE—Net
            
            
            7,328
            
            
            7,172INCOME
                  (LOSS) BEFORE PROVISION FOR
                  INCOME TAXES
            
            
            470
            
            
            (724
            )PROVISION
                (BENEFIT) FOR INCOME TAXES
            
            
            236
            
            
            (268
            )NET
                INCOME (LOSS)
            
            $
            234
            
            $
            (456
            )





See
      notes
      to condensed consolidated financial statements.





5




**EPL
                INTERMEDIATE, INC.****(A
                Wholly Owned Subsidiary of El Pollo Loco Holdings,
                Inc.)****CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS****(Amounts
                in thousands)**


**13 Weeks Ended March 31,****2007**
              
              **2008**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  income (loss)
              
              $
              234
              
              $
              (456
              )Adjustments
                  to reconcile net income (loss) to net cash provided by operating
                  activities:Depreciation
                  and amortization of property and intangible assets
              
              
              2,794
              
              
              2,985Stock-based
                  compensation expense
              
              
              221
              
              
              202Interest
                  accretion
              
              
              986
              
              
              1,033Gain
                  on disposal of assets
              
              
              (384
              )
              
              (340
              )Amortization
                  of deferred financing costs
              
              
              347
              
              
              473Amortization
                  of negative leasehold interest
              
              
              (59
              )
              
              (17
              )Deferred
                  income taxes
              
              
              223
              
              
              (300
              )Tax
                  benefit of exercise of stock options
              
              
              -
              
              
              31Changes
                  in operating assets and liabilities:Notes
                  and accounts receivable—net
              
              
              (580
              )
              
              (430
              )Inventories
              
              
              (28
              )
              
              (8
              )Prepaid
                  expenses and other current assets
              
              
              (737
              )
              
              (1,858
              )Income
                  taxes receivable / payable
              
              
              5
              
              
              (79
              )Other
                  assets
              
              
              (73
              )
              
              (23
              )Accounts
                  payable
              
              
              922
              
              
              459Accrued
                  salaries and vacation
              
              
              774
              
              
              782Accrued
                  insurance
              
              
              102
              
              
              320Other
                  accrued expenses and current and noncurrent liabilities
              
              
              3,840
              
              
              4,054Net
                  cash provided by operating activities
              
              
              8,587
              
              
              6,828CASH
                  FLOW FROM INVESTING ACTIVITIES:Proceeds
                  from asset disposition
              
              
              570
              
              
              1,080Purchase
                  of property
              
              
              (3,786
              )
              
              (4,518
              )Net
                  cash used in investing activities
              
              
              (3,216
              )
              
              (3,438
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from issuance of common stock
              
              
              -
              
              
              50Repurchase
                  of common stock
              
              
              (54
              )
              
              (47
              )Excess
                  tax benefits related to exercise of stock options
              
              
              -
              
              
              (31
              )Capital
                  contribution
              
              
              -
              
              
              8,000Payment
                  of obligations under capital leases
              
              
              (315
              )
              
              (305
              )Payments
                  on debt
              
              
              (3,522
              )
              
              (3,831
              )Repurchase
                  of PIK notes
              
              
              -
              
              
              (7,875
              )Deferred
                  financing costs
              
              
              (173
              )
              
              -Net
                  cash (used in) provided by financing activities
              
              
              (4,064
              )
              
              (4,039
              )





See
                notes to condensed consolidated financial statements.
            (continued)




6




**EPL
                INTERMEDIATE, INC.****(A
                Wholly Owned Subsidiary of El Pollo Loco Holdings,
                Inc.)****CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS****(Amounts
                in thousands)**




**13 Weeks Ended March 31,****2007**
              
              **2008**INCREASE
                  (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              $
              1,307
              
              $
              (649
              )CASH
                  AND CASH EQUIVALENTS—Beginning of period
              
              
              2,955
              
              
              3,841CASH
                  AND CASH EQUIVALENTS—End of period
              
              $
              4,262
              
              $
              3,192SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION—Cash paid during the period
                  for:Interest
                  (net of amounts capitalized)
              
              $
              2,947
              
              $
              2,121Income
                  taxes
              
              $
              -
              
              $
              107SUPPLEMENTAL
                  SCHEDULE OF NON-CASH INVESTING ACTIVITIES:Unpaid
                  purchases of property and equipment
              
              $
              112
              
              $
              153





See
                notes to condensed consolidated financial statements.
            (concluded)




7




**EPL
      INTERMEDIATE, INC.**


**(A
      Wholly-Owned Subsidiary of El Pollo Loco Holdings, Inc.)**




**NOTES
      TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**




**1.
      Basis of Presentation**




The
      accompanying condensed consolidated financial statements are unaudited. EPL
      Intermediate, Inc. (“Intermediate”) and its wholly owned subsidiary El Pollo
      Loco, Inc. (“EPL” and jointly with Intermediate, the “Company,”) prepared these
      condensed consolidated financial statements in accordance with Article 10 of
      Regulation S-X. In compliance with those instructions, certain information
      and
      footnote disclosures normally included in financial statements prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America have been condensed or omitted.




The
      accompanying condensed consolidated financial statements include all adjustments
      (consisting of normal recurring adjustments and accruals) that management
      considers necessary for a fair presentation of its financial position and
      results of operations for the interim periods presented. The results of
      operations for the interim periods presented are not necessarily indicative
      of
      the results that may be expected for the entire year.




The
      accompanying condensed consolidated financial statements should be read in
      conjunction with the Company’s audited consolidated financial statements and the
      related notes thereto included in the Company’s Annual Report on Form 10-K for
      the year ended December 26, 2007 (File No. 333-115644) as filed with the
      Securities and Exchange Commission (the “Commission”) on March 24, 2008.




The
      Company uses a 52-, 53-week fiscal year ending on the last Wednesday of the
      calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of
      operations; in a 53-week fiscal year, the first, second and third quarters
      each
      include 13 weeks of operations and the fourth quarter includes 14 weeks of
      operations. Fiscal year 2007, which ended December 26, 2007, is a 52-week fiscal
      year. Fiscal year 2008, which will end December 31, 2008, is a 53-week year.
      For
      simplicity of presentation, the Company has described the periods ended March
      28, 2007 and March 26, 2008 as March 31, 2007 and 2008, respectively.




The
      Company is a wholly-owned subsidiary of El Pollo Loco Holdings, Inc.
      (“Holdings”), which is a wholly owned indirect subsidiary of Chicken Acquisition
      Corp. (“CAC”) which is owned by Trimaran Pollo Partners, LLC (the “LLC”). The
      Company’s activities are performed principally through its wholly-owned
      subsidiary, EPL, which develops, franchises, licenses, and operates
      quick-service restaurants under the name El Pollo Loco®.




**2.
      Other Intangible Assets and Liabilities**




Other
      intangible assets and liabilities consist of the following (in
      thousands):


**December
                  26, 2007**
              
              **March
                  31, 2008**Gross
                  Carrying Amount
              
              Accumulated
                  Amortization
              
              Net
                  Carrying Amount
              
              Gross
                  Carrying Amount
              
              Accumulated
                  Amortization
              
              Net
                  Carrying AmountFranchise
                  network
              
              $
              8,000
              
              $
              (968
              )
              $
              7,032
              
              $
              8,000
              
              $
              (1,082
              )
              $
              6,918Favorable
                  leasehold interest
              
              
              5,862
              
              
              (2,287
              )
              
              3,575
              
              
              5,862
              
              
              (2,582
              )
              
              3,280Other
                  intangible assets
              
              $
              13,862
              
              $
              (3,255
              )
              $
              10,607
              
              $
              13,862
              
              $
              (3,664
              )
              $
              10,198Unfavorable
                  leasehold interest liability
              
              $
              (9,156
              )
              $
              3,109
              
              $
              (6,047
              )
              $
              (9,156
              )
              $
              3,421
              
              $
              (5,735
              )




Favorable
      leasehold interest represents the asset in excess of the approximate fair market
      value of the leases. The amount is being amortized over the approximate average
      life of the leases.




Unfavorable
      leasehold interest liability represents the liability in excess of the
      approximate fair market value of the leases. The amount is being amortized
      over
      the approximate average life of the leases.




Amortization
      expense for other intangible assets and liabilities was $55,000 for the period
      ended March 31, 2007 and $97,000 for the period ended 2008.




8




The
      estimated amortization expense for the Company’s amortizable intangible assets
      and liabilities for each of the five succeeding fiscal years is as follows
      (in
      thousands):




**Year
                Ending December 31**2008
                (April 1st–
                December 31st)
            
            $
            1892009
            
            
            2542010
            
            
            1302011
            
            
            1672012
            
            
            182




**3.
      Asset Impairment**




The
      Company periodically reviews the performance of company-operated stores for
      indicators of asset impairment. If the Company concludes that the carrying
      value
      of certain assets will not be recovered based on expected undiscounted future
      cash flows, an impairment write-down is recorded to reduce the assets to their
      estimated fair value. The Company has not recognized any impairment charges
      during the 13 weeks ended March 31, 2007 and 2008.




**4.
      Stock-Based Compensation**




As
      of
      March 31, 2008, options to purchase 303,106 shares of common stock of CAC were
      outstanding, including 79,650 options that are fully vested. The remaining
      options partially vest upon the Company’s attaining annual financial or other
      goals, with the remaining unvested portion vesting on the seventh anniversary
      of
      the grant date and vest 100% upon the occurrence of an initial public offering
      of at least $50 million or a change in control of CAC. All options were granted
      with an exercise price equal to the fair value on the date of grant.




Changes
      in stock options for the first quarter ended March 31, 2008 are as follows:


**Weighted-****Average****Remaining**
              
              **Aggregate****Weighted-Average**
              
              **Contractual Life**
              
              **Intrinsic****Shares**
              
              **Exercise Price**
              
              **(in Years)**
              
              **Value (000’s)**Outstanding—December
                  26, 2007
              
              
              304,287
              
              $
              68.65Exercised
              
              
              (1,181
              )
              $
              20.60Outstanding—March
                  31, 2008
              
              
              303,106
              
              $
              68.84
              
              
              6.8
              
              $
              12,937Vested
                  and expected to vest – March 31, 2008
              
              
              299,408
              
              $
              68.84
              
              
              6.8
              
              $
              12,779Exercisable
                  – March 31, 2008
              
              
              79,650
              
              $
              8.55
              
              
              3.6
              
              $
              8,201




The
      intrinsic value is calculated as the difference between the market value as
      March 31, 2008 and the exercise price of the options outstanding and options
      exercisable.




In
      accordance with the prospective method of adoption of SFAS 123R, the Company
      recognized share-based compensation expense before tax of $202,000 and $221,000
      and a corresponding decrease to net income of $127,000 and $110,000 during
      the
      13 weeks ended March 31, 2008 and 2007, respectively, related to vesting of
      stock options.




As
      of
      March 31, 2008, there was unrecognized compensation expense of $3.4 million
      related to unvested stock options, which the Company expects to recognize over
      a
      weighted-average period of 4.9 years.




9




**5.
      Commitments and Contingencies**




*Legal
      Matters*




On
      or
      about April 16, 2004, former managers Haroldo Elias, Marco Ramirez and Javier
      Rivera filed a purported class action lawsuit in the Superior Court of the
      State
      of California, County of Los Angeles, against EPL on behalf of all putative
      class members (former and current general managers and restaurant managers
      from
      April 2000 to present) alleging certain violations of California labor laws,
      including alleged improper classification of general managers and restaurant
      managers as exempt employees. Plaintiffs’ requested remedies include
      compensatory damages for unpaid wages, interest, certain statutory penalties,
      disgorgement of alleged profits, punitive damages and attorneys’ fees and costs
      as well as certain injunctive relief. The court has lifted the stay on the
      class
      action pursuant to a recent California Supreme Court decision. The matter is
      now
      proceeding in Superior Court, and the parties are conducting limited discovery
      on the issue of class certification. While we intend to defend against this
      action vigorously, the ultimate outcome of this case is presently not
      determinable as it is in a preliminary phase. Thus, we cannot at this time
      determine the likelihood of an adverse judgment or a likely range of damages
      in
      the event of an adverse judgment.





On
      or
      about October 18, 2005, Salvador Amezcua, on behalf of himself and all others
      similarly situated, filed a purported class action complaint against EPL in
      the
      Superior Court of the State of California, County of Los Angeles. Carlos Olvera
      replaced Mr. Amezcua as the named class representative on August 16, 2006.
      This
      action alleges certain violations of California labor laws and the California
      Business and Professions Code, based on, among other things, failure to pay
      overtime compensation, failure to provide meal periods, unlawful deductions
      from
      earnings and unfair competition. Plaintiffs’ requested remedies include
      compensatory and punitive damages, injunctive relief, disgorgement of profits
      and reasonable attorneys’ fees and costs. The court denied EPL’s motion to
      compel arbitration, and the Company has appealed that decision. This matter
      is
      subject to an automatic stay while it is pending before the Court of Appeal.
      While we intend to defend against this action vigorously, the ultimate outcome
      of this case is presently not determinable as it is in a preliminary phase.
      Thus, we cannot at this time determine the likelihood of an adverse judgment
      or
      a likely range of damages in the event of an adverse judgment.





The
      contractual rights to use the name El Pollo Loco® and certain related trademarks
      and intellectual property in Mexico were assigned to us in 1996, pursuant to
      an
      agreement between us and EPL-Mexico, a company controlled by Juan Francisco
      Ochoa, the founder of the first El Pollo Loco restaurant in Mexico and the
      United States. As consideration for the assignment of such rights, we agreed,
      subject to the terms and conditions of the agreement, to use commercially
      reasonable efforts to develop a minimum number of restaurants in Mexico by
      February 2006 and to pay certain fees for each such restaurant that we develop.
      On March 31, 2004, EPL-Mexico filed suit against us alleging, among other
      things, that we breached our agreement with EPL-Mexico by failing to exploit
      the
      trademarks and develop new restaurants in Mexico and claiming that the right
      to
      use the name El Pollo Loco® in Mexico should revert to EPL-Mexico. Trial in this
      matter was completed on July 26, 2007 with a jury verdict awarding damages
      in
      favor of EPL-Mexico in the amount of $21.3 million. Final judgment was issued
      by
      the Court on November 30, 2007 in the amount of $20,251,000 plus attorneys
      fees.
      In addition, the Court terminated the 1996 agreement and ordered EPL to assign
      all intellectual property defined in that agreement to EPL-Mexico. The trial
      court issued a further order awarding EPL-Mexico a total of $3,031,350 in
      attorneys’ fees and costs. In January 2008, EPL filed an appeal of these
      judgments in the U.S. Fifth Circuit Court of Appeals. The appeal process could
      take 12 to 18 months. If the judgments are upheld on appeal, EPL will be
      required to pay such judgments, which could result in an event of default under
      our credit facility and our long-term notes and materially adversely affect
      our
      liquidity, financial condition and business. In addition, the loss of the rights
      to use the trademarks and intellectual property in Mexico could adversely affect
      our brand in the U.S. and elsewhere.





In
      connection with our appeal of these judgments, EPL posted an appeal bond in
      the
      amount of $24,301,450. A portion of the appeal bond was collateralized by a
      $17,900,000 letter of credit arranged by Trimaran Fund II, LLC (“Trimaran
      Fund”). Trimaran Fund is a 20.6% member of the LLC. To compensate Trimaran Fund
      for this accommodation, on December 19, 2007, EPL and CAC entered into two
      agreements with Trimaran Fund: a Fee Agreement and a Payment and Subscription
      Agreement. Pursuant to the Fee Agreement, in January 2008 EPL paid Trimaran
      Fund
      an up-front fee of $536,000, representing 3% of the amount of the letter of
      credit. EPL must also reimburse Trimaran Fund for any amounts it must pay in
      connection with the letter of credit. If Trimaran Fund provides cash collateral
      to secure the appeal bond, rather than a letter of credit, EPL must pay Trimaran
      Fund an annual fee equal to 13.25% of the cash collateral, payable quarterly.
      The cash collateral fee is payable, at Trimaran Fund’s option, in accordance
      with the Payment Options described below.





The
      purpose of the Payment and Subscription Agreement is to provide for the
      possibility that after all appeals EPL will be required to pay the judgments.
      If
      the appeal bond is used to satisfy the judgment, EPL or CAC would be required
      repay Trimaran Fund in one or more of the following forms, at the option of
      Trimaran Fund (“Payment Options”):




·
            cash;




·
            a
                two-year promissory note, accruing interest at a rate of 13.25% per
                annum,
                compounded annually, increasing by 0.50% per calendar quarter to
                a maximum
                of 17.5% per annum, convertible into or payable with, at the holder’s
                option, convertible preferred stock or common stock of CAC;
                or




·
            convertible
                preferred stock or common stock of
                CAC.




10




Trimaran
      Fund may choose any combination of the Payment Options only to the extent that
      such options do not result in a default under the terms of the Company’s
      indebtedness outstanding at the time. The Company’s indentures require that
      transactions with affiliates, such as Trimaran Fund, must be on terms that
      are
      no less favorable than the Company would have obtained in a transaction with
      an
      unrelated party. If the terms of these agreements, including any Payment Option
      chosen by Trimaran Fund, do not comply with this provision in the indentures,
      the parties have agreed to modify the terms of these agreements to the extent
      required to comply with the indentures.




Our
      appeal will cite a number of key findings by the jury and actions by the
      plaintiff’s attorney that reinforce the Company’s firm belief that the damage
      findings were not supported by the facts in this case as a matter of
      law. Based on the arguments we will make on our appeal, we believe
      that the likelihood that the appeals court will affirm the amount of the
      judgment is not probable, and, accordingly, that the amount of any loss
      cannot be reasonably estimated at this time. Because we believe
      that these potential losses are not probable or estimable, we
      have not recorded any reserves or contingencies related to these legal matters.
      In the event that our assumptions used to evaluate these matters as neither
      probable nor estimable change in future periods, we may be required to record
      a
      liability for an adverse outcome, which could have a material adverse effect
      on
      our results of operations and financial position .





On
      June
      22, 2006, the Company filed a complaint for declaratory relief, breach of
      written contract and bad faith against Arch Specialty Insurance Company, seeking
      damages and equitable relief for Arch’s refusal to carry out the obligations of
      its insurance contract to defend and indemnify, among other things, the Company
      in the EPL-Mexico v. EPL-USA trademark litigation described above. The Court
      denied the Summary Judgment motions filed by both parties and the trial has
      been
      postponed until June 2008.





On
      January 11, 2007, Veronica Blanco, on behalf of herself and all others similarly
      situated, filed a purported class action complaint against EPL in the United
      States District Court, Central District of California, Santa Ana Division.
      Plaintiff alleges violations of the federal Fair Credit Reporting Act and Fair
      and Accurate Credit Transactions Act, which restrict the credit card information
      that may be printed on customer receipts. The Court issued an order on November
      1, 2007, striking the class allegations on its own motion. This matter was
      dismissed on March 28, 2008.





In
      April
      2007, Dora Santana filed a purported class action in state court in Los Angeles
      County on behalf of all “Assistant Shift Managers.” Plaintiff alleges wage and
      hour violations including working off the clock, failure to pay overtime, and
      meal break violations on behalf of the purported class, currently defined as
      all
      Assistant Managers from April 2003 to present. Written discovery has just begun
      on the limited issue of class certification. While we intend to defend against
      this action vigorously, the ultimate outcome of this case is presently not
      determinable as it is in a preliminary phase. Thus, we cannot at this time
      determine the likelihood of an adverse judgment or a likely range of damages
      in
      the event of an adverse judgment.





In
      October 2004, five individual plaintiffs initially filed an employment related
      lawsuit against EPL in Los Angeles County Superior Court. The case was compelled
      to arbitration, and is now proceeding before a private arbitrator. Three
      plaintiffs settled for $3,000 each, leaving Syed Rahman, a former Assistant
      Manager, and Celso Diaz, a former delivery driver claiming discrimination in
      a
      variety of forms including race, religion, national origin and gender at the
      restaurant located in North Hollywood. EPL has a motion for summary judgment
      pending on each claim, and the arbitration has been taken off calendar to
      accommodate the required briefing timeline. While we intend to vigorously defend
      this action, we cannot at this time determine the likelihood of an adverse
      judgment or a likely range of damages in the event of an adverse judgment.





On
      or
      about October 4, 2007, Robyn James, a former General Manager, filed a lawsuit
      in
      Superior Court for the County of Los Angeles. EPL was served on January 31,
      2008. Plaintiff alleges race discrimination as well as retaliation and negligent
      hiring and supervision. In addition to suing EPL, plaintiff has named as
      individual defendants, the Area Leader of the two stores where she was assigned
      and an Assistant Manager. This case is in the preliminary stage. While we intend
      to defend against this action vigorously, the ultimate outcome of this case
      is
      presently not determinable as it is in a preliminary phase. Thus, we cannot
      at
      this time determine the likelihood of an adverse judgment or a likely range
      of
      damages in the event of an adverse judgment.




The
      Company is also involved in various other claims and legal actions that arise
      in
      the ordinary course of business. We do not believe that the ultimate resolution
      of these actions will have a material adverse effect on our financial position,
      results of operations, liquidity and capital resources. A significant increase
      in the number of these claims or an increase in amounts owing under successful
      claims could materially adversely affect our business, financial condition,
      results of operation and cash flows.




*Purchasing
      Commitments*




The
      Company has entered into long-term beverage supply agreements with certain
      major
      beverage vendors. Pursuant to the terms of these arrangements, marketing funds
      are provided to the Company and its franchisees from the beverage vendors based
      upon the dollar volume of purchases for company-operated restaurants and
      franchised restaurants, respectively, which will vary according to their demand
      for beverage syrup and fluctuations in the market rates for beverage syrup.
      These contracts have terms extending into 2011 with an estimated Company
      obligation totaling $8,073,000.




11




**6.
      Predecessor Debt (2009 Notes)**




In
      December 2003, EPL issued the 2009 Notes, consisting of $110.0 million of senior
      secured notes accruing interest at 9.25% per annum, due 2009. At December 26,
      2007 and March 31, 2008, $250,000 principal amount of the 2009 Notes was
      outstanding.




**7.
      Senior Unsecured Notes Payable (2013 Notes)**




EPL
      has
      outstanding 2013 Notes, consisting of $125.0 million aggregate principal amount
      of 11 3/4% senior notes due 2013. Interest is payable in May and November
      beginning May 15, 2006. The 2013 Notes are unsecured, are guaranteed by
      Intermediate, and may be redeemed, at the discretion of the issuer, after
      November 15, 2009. The indenture contains certain provisions which may prohibit
      EPL’s ability to incur additional indebtedness, sell assets, engage in
      transactions with affiliates, and issue or sell preferred stock, among other
      items. In October 2006, EPL completed the exchange of the 2013 Notes for
      registered, publicly tradable notes that have substantially identical terms
      as
      the 2013 Notes.




The
      costs
      incurred in connection with the offering of the 2013 Notes have been capitalized
      and are included in other assets in the accompanying balance sheets. The Company
      used the proceeds from the 2013 Notes to purchase substantially all of the
      outstanding 2009 Notes.




As
      a
      holding company, the stock of EPL constitutes Intermediate’s only material
      asset. Consequently, EPL conducts all of the Company’s consolidated operations
      and owns substantially all of the consolidated operating assets. The Company’s
      principal source of the cash required to pay its obligations is the cash that
      EPL generates from its operations. EPL is a separate and distinct legal entity,
      has no obligation to make funds available to Intermediate, and the 2013 Notes
      and the 2014 Notes (see Note 9) have restrictions that limit distributions
      or
      dividends to be paid by EPL to Intermediate. Conditions that would allow for
      distributions or dividends to be made include compliance with a Fixed Charge
      Coverage Ratio test (as defined in the indenture governing the 2013 Notes)
      and
      cash received from the proceeds of new equity contributions. As of March 31,
      2008, we are restricted from incurring additional indebtedness, as EPL does
      not
      currently meet the fixed charge coverage ratio. This restriction does not apply
      to the existing loan availability of $11.2 million under the revolving line
      of
      credit. There are also some allowed distributions, payments and dividends for
      other specific events. Distributions, dividends or investments would also be
      limited to 50% of consolidated net income under certain circumstances.




**8.
      Notes Payable to Merrill Lynch, Bank of America, et al and Revolving Credit
      Facility**




On
      November 18, 2005, EPL entered into senior secured credit facilities (the
“Credit Facility”) with Intermediate, as parent guarantor, Merrill Lynch Capital
      Corporation, as administrative agent, the other agents identified therein,
      Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
      and Bank of America, N.A., as lead arrangers and book managers, and a syndicate
      of financial institutions and institutional lenders. The Credit Facility
      provides for a $104.5 million term loan and $25.0 million in revolving
      availability. Of this senior secured revolving credit facility, EPL issued
      $13.8
      million of letters of credit as of March 31, 2008. Future principal payments
      under the term loan at March 31, 2008 are as follows (in
      thousands).




**Year
                Ending December 31**2008
                (April 1st – December 31st)
            
            $
            7682009
            
            
            1,0242010
            
            
            1,0242011
            
            
            97,305$
            100,122




The
      Credit Facility bears interest, payable quarterly, at a Base Rate or LIBOR,
      at
      EPL’s option, plus an applicable margin. The applicable margin is based on EPL’s
      financial performance, as defined. The applicable margin rate was 3.00% with
      respect to LIBOR and 2.00% with respect to Base Rate advances and thereafter
      ranges from: 2.75% to 2.25% with respect to LIBOR advances and 1.75% to 1.25%
      with respect to Base Rate advances. The effective rate at December 26, 2007
      and
      March 31, 2008 was 7.70% and 7.34%, respectively. The Credit Facility is secured
      by a first-priority pledge by Holdings of all of the outstanding stock of the
      Company, a first priority pledge by the Company of all of EPL’s outstanding
      stock and a first priority security interest in substantially all of EPL’s
      tangible and intangible assets. In addition, the Credit Facility is guaranteed
      by the Company and Holdings. The Credit Facility matures on November 18, 2011.
      As of March 31, 2008, EPL was in compliance with all of the financial covenants
      contained in its senior credit facility and has $11.2 million available for
      borrowings under the revolving line of credit.




12




**9.
      PIK Notes (2014 Notes)**




At
      December 26, 2007 and March 31, 2008, the Company had $30.3 million and $23.4
      million, respectively, outstanding in aggregate principal amount of the 2014
      Notes. No cash interest will accrue on the 2014 Notes prior to November 15,
      2009. Instead, the principal value of the 2014 Notes will increase (representing
      accretion of original issue discount) from the date of original issuance until
      but not including November 15, 2009 at a rate of 14 1/2% per annum compounded
      annually, so that the accreted value of the 2014 Notes on November 15, 2009
      will
      be equal to the full principal amount of $29.3 million at maturity. On January
      25, 2008, CAC made an $8.0 million capital contribution to the Company. The
      Company used $7.9 million of these proceeds to repurchase a portion of the
      outstanding 14.5% senior discount notes due 2014 at a price that approximated
      their accreted value.




Beginning
      on November 15, 2009, cash interest will accrue on the 2014 Notes at an annual
      rate of 14 1/2% per annum payable semi-annually in arrears on May 15 and
      November 15 of each year, beginning May 15, 2010. Principal is due on November
      15, 2014. The indenture restricts the ability of Intermediate and its
      subsidiaries to incur additional indebtedness, sell assets, engage in
      transactions with affiliates, and issue or sell preferred stock, among other
      items. The indenture also limits the ability of EPL or other subsidiaries to
      make dividend or other payments to Intermediate and for Intermediate to make
      payments to Holdings (see Note 7).




The
      2014
      Notes are effectively subordinated to all existing and future indebtedness
      and
      other liabilities of the Company’s subsidiaries. The 2014 Notes are unsecured
      and are not guaranteed. If any of the 2014 Notes are outstanding at May 15,
      2011, the Company is required to redeem for cash a portion of each note then
      outstanding at 104.5% of the accreted value of such portion of such note, plus
      accrued and unpaid interest. Additionally, the Company may, at its discretion,
      redeem any or all of the 2014 Notes, subject to certain provisions.




In
      October 2006, Intermediate completed the exchange of the 2014 Notes for
      registered, publicly tradable notes that have substantially identical terms
      as
      the 2014 Notes. The costs incurred in connection with its registration of the
      2014 Notes have been capitalized and are included in other assets in the
      accompanying balance sheets.




**10.
      Income Taxes**




The
      Company’s taxable income or loss is included in the consolidated federal and
      state income tax returns of CAC. The Company records its provision for income
      taxes based on its separate stand-alone operating results using the asset and
      liability method.




As
      of
      March 31, 2008, the Company has federal and state net operating loss
      carryforwards of approximately $5.4 million and $2.5 million, respectively,
      which expire beginning in 2025 and 2015, respectively. The Company also has
      state enterprise zone credits of approximately $351,000 which carryforward
      indefinitely. The utilization of the net operating loss carryforward may be
      subject to limitations under the provisions of Internal Revenue Code Section
      382
      and similar state provisions. The Company has evaluated the available evidence
      supporting the realization of its gross deferred tax assets, including the
      amount and timing of future taxable income, and has determined it is more likely
      than not that the assets will be realized.




The
      Company has determined that the total amount of unrecognized tax benefits as
      of
      December 26, 2007, was $2.1 million. There has been no change in the FIN 48
      reserve for uncertain tax positions from December 26, 2007 through March 31,
      2008. The Company estimates that the unrecognized tax benefit as of March 31,
      2008 will not change significantly within the next twelve months. The Company
      will continue to classify income tax penalties and interest as part of the
      provision for income taxes in its Consolidated Statements of Income. The Company
      has not recorded accrued interest and penalties on uncertain tax positions
      as of
      March 31, 2008. The Company’s liability for uncertain tax positions is reviewed
      periodically and is adjusted as events occur that affect the estimated liability
      for additional taxes, such as the lapsing of applicable statutes of limitations,
      the conclusion of tax audits, the measurement of additional estimated
      liabilities based on current calculations, the identification of new uncertain
      tax positions, the release of administrative tax guidance affecting the
      Company’s estimates of tax liabilities, or the rendering of court decisions
      affecting its estimates of tax liabilities.




The
      Company is subject to taxation in the U.S. and various state jurisdictions.
      The
      Company’s tax years for 2003 through 2007 are subject to examination by various
      tax authorities. The Company is no longer subject to U.S. examination for years
      before 2004, and years before 2003 by state taxing authorities.




13




**11.
      New Accounting Pronouncements**




In
      December 2007, the Financial Accounting Standards Board (the “FASB”) issued
      SFAS No. 141(R), Business Combinations. SFAS No. 141(R)
      requires reporting entities to record fair value estimates of contingent
      consideration and certain other potential liabilities during the original
      purchase price allocation, expense acquisition costs as incurred and does not
      permit certain restructuring activities previously allowed under EITF 95-3
      to be recorded as a component of purchase accounting. SFAS No. 141(R)
      is effective for fiscal periods beginning after December 15, 2008 and
      should be applied prospectively for all business acquisitions entered into
      after
      the date of adoption. We are currently evaluating the impact the adoption of
      SFAS No. 141(R) will have on our consolidated financial position or
      results of operations.




In
      December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest
      in Consolidated Financial Statements — an amendment of ARB No. 51.
      SFAS No. 160 requires (i) that noncontrolling (minority)
      interests be reported as a component of shareholders’ equity, (ii) that net
      income attributable to the parent and to the noncontrolling interest be
      separately identified in the consolidated statement of operations,
      (iii) that changes in a parent’s ownership interest while the parent
      retains its controlling interest be accounted for as equity transactions,
      (iv) that any retained noncontrolling equity investment upon the
      deconsolidation of a subsidiary be initially measured at fair value, and
      (v) that sufficient disclosures are provided that clearly identify and
      distinguish between the interests of the parent and the interests of the
      noncontrolling owners. SFAS No. 160 is effective for fiscal periods
      beginning after December 15, 2008. We are currently evaluating the impact
      the adoption of SFAS No. 160 will have on our consolidated financial
      position or results of operations.




**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**




*You
      should read the following discussion together with our unaudited condensed
      consolidated financial statements and related notes thereto included elsewhere
      in this filing.*




Certain
      statements contained within this report constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995.
      Forward-looking statements are those that do not relate solely to historical
      fact. They include, but are not limited to, any statement that may predict,
      forecast, indicate or imply future results, performance, achievements or events.
      They may contain words such as “believe,” “anticipate,” “expect,” “estimate,”
“intend,” “project,” “plan,” “will,” “should,” “may,” “could” or words or
      phrases of similar meaning.




These
      forward-looking statements reflect our current views with respect to future
      events and are based on assumptions and are subject to risks and uncertainties.
      Also, these forward-looking statements present our estimates and assumptions
      only as of the date of this report. Except for our ongoing obligation to
      disclose material information as required by federal securities laws, we do
      not
      intend to update you concerning any future revisions to any forward-looking
      statements to reflect events or circumstances occurring after the date of this
      report.




Factors
      that could cause actual results to differ materially from those expressed or
      implied by the forward-looking statements include concerns about food-borne
      illnesses; negative publicity, whether or not valid; adverse public perception
      due to the occurrence of avian flu; increases in the cost of chicken; an
      ultimate adverse ruling in litigation involving trademark rights in Mexico,
      which could result in the imposition of significant monetary damages and the
      loss of such rights; our dependence upon frequent deliveries of food and other
      supplies; our sensitivity to events and conditions in the greater Los Angeles
      area; our ability to open new restaurants in new and existing markets; our
      reliance in part on our franchisees; our vulnerability to changes in consumer
      preferences and economic conditions; our ability to compete successfully with
      other quick service and fast casual restaurants; our ability to service our
      indebtedness; matters relating to employment and labor laws, labor shortages
      or
      increases in labor costs; our ability to renew leases at the end of their terms;
      the impact of federal, state or local government regulations relating to the
      preparation and sale of food, zoning and building codes, and employee,
      environmental and other matters; and our ability to protect our name and logo
      and other proprietary information. Actual results may differ materially due
      to
      these risks and uncertainties and those described in our Annual Report on Form
      10-K (File No. 333-115644) as filed with the Securities and Exchange Commission
      on March 24, 2008.




We
      use a
      52-, 53-week fiscal year ending on the last Wednesday of the calendar year.
      For
      simplicity of presentation, we have described the periods ended March 28, 2007
      and March 26, 2008 as March 31, 2007 and 2008, respectively. In a 52-week fiscal
      year, each quarter includes 13 weeks of operations; in a 53-week fiscal year,
      the first, second and third quarters each include 13 weeks of operations and
      the
      fourth quarter includes 14 weeks of operations. Fiscal year 2007, which ended
      December 26, 2007, is a 52-week fiscal year. Fiscal year 2008 which will end
      December 31, 2008, is a 53-week fiscal year. References to “our restaurant
      system” mean both company-operated and franchised restaurants. Unless otherwise
      indicated, references to “our restaurants” or results or statistics attributable
      to one or more restaurants without expressly identifying them as
      company-operated, franchise or the entire restaurant system mean our
      company-operated restaurants only.




14




**Overview**




EPL
      Intermediate, Inc. (“Intermediate”) through its wholly-owned subsidiary El Pollo
      Loco, Inc. (“EPL” and jointly with Intermediate, the “Company,” “we,” “us” and
“our”) owns, operates and franchises restaurants specializing in marinated
      flame-grilled chicken. Our restaurants are located principally in California,
      with additional restaurants in Arizona, Nevada, Texas, Illinois, Colorado,
      Connecticut, Georgia and Massachusettes. Our typical restaurant is a
      freestanding building ranging from approximately 2,200 to 2,600 square feet
      with
      seating for approximately 60 customers and offering drive-thru
      convenience.




Our
      store
      counts at March 31, 2008 and 2007, and December 26, 2007 are set forth below:




**El
      Pollo Loco Restaurants**




March
                31,
            
            December
                26,
            
            March
                31,2008
            
            2007
            
            2007Company-owned
            
            
            161
            
            
            159
            
            
            153Franchised
            
            
            230
            
            
            230
            
            
            210System-wide
            
            
            391
            
            
            389
            
            
            363




During
      the three months ended March 31, 2008, the Company opened 2 new restaurants.
      In
      that period, franchisees opened 2 new restaurants and closed 2 restaurants.




We
      plan
      to open approximately ten company-operated restaurants in 2008 and a moderately
      increasing number of company-operated restaurants in succeeding years. We
      believe our franchisees will open up to 40 new restaurants in 2008.




Our
      revenue is derived from two primary sources, company-operated restaurant revenue
      and franchise revenue, the latter of which is comprised principally of franchise
      royalties and to a lesser extent franchise fees and sublease rental income.
      A
      common measure of financial performance in the restaurant industry is
“same-store sales.” A restaurant enters the comparable restaurant base for the
      calculation of same-store sales the first full week after the 15-month
      anniversary of its opening. For the 13 weeks ended March 31, 2008, same-store
      sales for restaurants systemwide increased 1.8% over the 13 weeks ended March
      31, 2007. System-wide same-store sales include same-store sales at all
      company-owned stores and franchise-owned stores, as reported by franchisees.
      We
      use system-wide sales information in connection with store development
      decisions, planning and budgeting analyses. This information is useful in
      assessing consumer acceptance of our brand and facilitates an understanding
      of
      financial performance as our franchisees pay royalties (included in franchise
      revenues) and contribute to advertising pools based on a percentage of their
      sales.




Increases
      in company-operated restaurant revenue are due to growth in the number of
      company-operated restaurants and to increases in same store sales, which may
      include price and transaction volume increases. We implemented menu price
      increases in January 2008 and January 2007. Many factors can influence sales
      at
      all or specific restaurants, including increased competition, strength of
      marketing promotions, the restaurant manager’s operational execution, changes in
      local market conditions and demographics and the status of the economy. We
      believe that c onsumers
      are being affected by the economy more dramatically this year as they struggle
      with the sustained impact of significant higher gasoline costs, rising food
      prices, declining home values and the prospect of a recession.




Franchise
      revenue consists of royalties, initial franchise fees, help desk revenue and
      franchise rental income. Royalties average 4% of the franchisees’ net sales. We
      believe that new franchise restaurant growth will increase as we sign
      development agreements with experienced franchisees in new and existing markets.
      As of April 28, 2008, we are legally authorized to market franchises in 50
      states and we are pursuing opportunities in a number those states. We have
      entered into development agreements that have resulted in area development
      fees
      being recognized as the related restaurants open. We sublease facilities to
      certain franchisees and the sublease rent is included in our franchise revenue.
      This revenue exceeds rent payments made under the leases that are included
      in
      franchise expense. Since we do not expect to lease or sublease new properties
      to
      our franchisees as we expand our franchise restaurants, we expect the portion
      of
      franchise revenue attributable to franchise rental income to decrease over
      time.




15




Product
      cost, which includes food and paper costs, is our largest single expense. It
      is
      subject to increase or decrease based on commodity cost changes and depends
      in
      part on the success of controls we have in place to manage product cost in
      the
      restaurants. In March 2007, we renewed two chicken contracts with terms ranging
      from one to two years at higher prices than the expiring contracts. One of
      these
      contracts provides a floor and ceiling price for the chicken we buy from the
      supplier. In March 2008 we renewed two chicken supply contracts with two of
      our
      suppliers for a term of one year at higher prices than the expiring contracts.
      We also contracted with a new supplier for a one-year term. We implemented
      menu
      price increases in January 2008 and January 2007 that have partially mitigated
      the impact of higher chicken prices. We expect the cost of chicken will continue
      to be negatively affected by the significant demand for corn and, due to
      competitive pressures, there is no assurance that we will be able to increase
      menu prices in the future to offset these increased costs.  In
      the
      last year, corn prices, which are a primary feed source for chicken, have
      increased dramatically. A major driver of this increase is rapidly increasing
      demand for corn from the ethanol industry. There have been many new ethanol
      plants opening in the United States, and most of these plants use corn as the
      primary source of grain to make ethanol. When farmers plant more corn to take
      advantage of high prices, they may take land for wheat, soybeans, or other
      crops
      out of production which could negatively impact prices for our other
      commodities. The effect of higher oil prices on transportation costs also impact
      the cost of commodities. In addition, there has been a global increase in demand
      for corn and wheat, which has put pressure on grain prices worldwide. This
      increased demand on the nation’s corn crop has had and may continue to have an
      adverse impact on chicken prices.




Payroll
      and benefits make up the next largest single expense. Payroll and benefits
      are
      subject to inflation, minimum wage increases and expenses for health insurance
      and workers’ compensation insurance. A significant number of our hourly staff
      are paid at rates consistent with the applicable federal or state minimum wage
      and, accordingly, increases in the minimum wage will increase our labor cost.
      On
      September 12, 2006, the state of California passed legislation increasing the
      minimum wage in the state from $6.75 per hour to $7.50 per hour effective
      January 1, 2007. Additionally on January 1, 2008, the minimum wage in California
      increased to $8.00 per hour. The federal minimum wage will increase from $5.85
      to $6.55 per hour effective July 24, 2008 and to $7.25 per hour effective July
      24, 2009. The Company implemented a menu price increases at the beginning of
      fiscal 2007 and 2008 in order to partially mitigate the impact of the minimum
      wage increase. Workers’ compensation insurance costs are subject to a number of
      factors, and although we have seen a reduction in the number of workers’
compensation claims due to employee safety initiatives that we began
      implementing in fiscal 2002, we cannot predict whether this trend will continue
      and what the impact to our workers’ compensation expense will be.




Other
      operating expenses include restaurant other operating expense, franchise
      expense, and general and administrative expense.




Restaurant
      other operating expense includes occupancy, advertising and other costs such
      as
      utilities, repair and maintenance, janitorial and cleaning and operating
      supplies.




Franchise
      expense consists primarily of rent expense that we pay to landlords associated
      with leases under restaurants we are subleasing to franchisees. Franchise
      expense usually fluctuates primarily as subleases expire and is to some degree
      based on rents that are tied to a percentage of sales calculation. Because
      we do
      not expect to lease or sublease new properties to our franchisees as we expand
      our franchise restaurants, we expect franchise expense as a percentage of
      franchise revenue to decrease over time. Expansion of our franchise operations
      does not require us to incur material additional capital
      expenditures.




General
      and administrative expense includes all corporate and administrative functions
      that support existing operations and provide the infrastructure to facilitate
      our growth. These expenses have been impacted by rating agency fees, directors
      and officers insurance, compliance with laws relating to corporate governance
      and public disclosure, and audit fees. In addition, general and administrative
      expense includes costs associated with disclosure controls and procedures and
      implementing the level of internal controls required for a company with
      registered securities.




**Results
      of Operations**




Our
      operating results for the 13 weeks ended March 31, 2007 and 2008 are expressed
      as a percentage of restaurant revenue below:




16




**13
                Weeks Ended****March
                31,****2007**
            
            **2008****Operating
                Statement Data:**Restaurant
                revenue
            
            
            100.0
            %
            
            100.0
            %Product
                cost
            
            
            30.7
            
            
            32.6Payroll
                and benefits
            
            
            26.1
            
            
            26.7Depreciation
                and amortization
            
            
            4.5
            
            
            4.5Other
                operating expenses
            
            
            33.2
            
            
            33.9Operating income
            
            
            12.5
            
            
            9.7Interest
                expense
            
            
            11.7
            
            
            10.8Income (loss) before income taxes
            
            
            0.8
            
            
            (1.1
            )Net income (loss)
            
            
            0.4
            
            
            (0.7
            )**Supplementary
                Operating Statement Data:**Restaurant
                other operating expense
            
            
            21.2
            
            
            22.1Franchise
                expense
            
            
            1.6
            
            
            1.5General
                and administrative expense
            
            
            10.4
            
            
            10.3Total
                other operating expenses
            
            
            33.2
            
            
            33.9




***13
      Weeks Ended March 31, 2008 Compared to 13 Weeks Ended March 31,
      2007***




Restaurant
      revenue increased $3.9 million, or 6.2%, to $66.3 million for the 13 weeks
      ended
      March 31, 2008 from $62.4 million for the 13 weeks ended March 31, 2007. This
      increase was partially due to an additional $0.1 million in restaurant revenue
      resulting from a 0.2% increase in company-operated same-store sales for the
      2008
      period from the 2007 period. The positive impact from a price increase taken
      at
      the beginning of the year and an increase in average check more than compensated
      for a transaction decline in the first quarter. Restaurants enter the comparable
      restaurant base for same-store sales the first full week after that restaurant’s
      15-month anniversary. The increase in restaurant revenue was also due in part
      to
      $3.1 million in current year revenue from fourteen restaurants opened in 2006
      and 2007, $0.3 million from two restaurants opened in 2008, $0.4 from a store
      that was closed for part of 2007 due to a fire and $2.0 million from five
      restaurants acquired from a franchisee in 2007 partially offset by lost sales
      of
      $2.0 million due to the sale of eight company restaurants to franchisees in
      2007. The
      transaction decrease reflects intense competition and a general sales softness
      in the QSR industry, in part due to higher gas prices, recession fears and
      other
      economic factors that are expected to continue in 2008.




Franchise
      revenue increased $0.5 million, or 11.0%, to $4.9 million for the 13 weeks
      ended
      March 31, 2008 from $4.4 million for the 13 weeks ended March 31, 2007. This
      increase is primarily due to an increase in royalties resulting from a 3.1%
      increase in franchise same-store sales and also due to the increase in royalties
      from new franchise stores opened in the current period.




Product
      cost increased $2.4 million, or 12.5%, to $21.6 million for the 13 weeks ended
      March 31, 2008 from $19.2 million for the 13 weeks ended March 31, 2007. These
      costs as a percentage of restaurant revenue increased 1.9% to 32.6% for the
      2008
      period compared to 30.7% for the 2007 period. The increase is attributed to
      increased chicken and commodity costs and also due to heavier promotional
      discounting done in the current period.




Payroll
      and benefit expenses increased $1.4 million, or 8.4%, to $17.7 million for
      the
      13 weeks ended March 31, 2008 from $16.3 million for the 13 weeks ended March
      31, 2007. As a percentage of restaurant revenue, these costs increased 0.6%
      to
      26.7% in 2008 from 26.1% for the 2007 period. This increase is primarily
      attributed to increased spending on manager training and the increase in the
      minimum wage.




Depreciation
      and amortization increased $0.2 million, or 6.8%, to $3.0 million for the 13
      weeks ended March 31, 2008 compared to $2.8 million for the 13 weeks ended
      March
      31, 2007. These costs as a percentage of restaurant revenue remained flat at
      4.5% for the 2008 and 2007 periods.




Other
      operating expenses include restaurant other operating expense, franchise
      expense, and general and administrative expense.




Restaurant
      other operating expense, which includes utilities, repair and maintenance,
      advertising, property taxes, occupancy and other operating expenses, increased
      $1.5 million, or 10.9%, to $14.7 million for the 13 weeks ended March 31, 2008
      from $13.2 million for the 13 weeks ended March 31, 2007. These costs as a
      percentage of restaurant revenue increased to 22.1% for the 2008 period from
      21.2% for the 2007 period. The increase in operating costs was due to a 0.4%
      increase in occupancy costs as a percentage of revenue, which was primarily
      a
      result of higher rent expense. The increase was also due to a 0.2% increase
      in
      utilities as a percentage of revenue which was due to higher gas prices in
      the
      current period. The increase in restaurant other operating expense was also
      due
      in part to a 0.1% increase in advertising expense as a percentage of revenue.
      Advertising expense each quarter may be above or below our planned annual rate
      of approximately 4% of revenue, depending on the timing of marketing promotion
      and the relative weights and price of media spending.




17




Franchise
      expense consists primarily of rent expense that we pay to landlords associated
      with leases under restaurants we are subleasing to franchisees. This expense
      usually fluctuates primarily as subleases expire and to some degree based on
      rents that are tied to a percentage of sales calculation. Franchise expense
      remained flat at $1.0 million the 13-week periods ended March 31, 2008 and
      March
      31, 2007.




General
      and administrative expense increased $0.4 million, or 5.1%, to $6.9 million
      for
      the 13 weeks ended March 31, 2008 from $6.5 million for the 13 weeks ended
      March
      31, 2007. General and administrative expense as a percentage of revenue
      decreased 0.1% to 10.3% for the 13 weeks ended March 31, 2008 from 10.4% for
      the
      13 weeks ended March 31, 2007. The increase was primarily attributed to
      increased salaries and wages of $0.2 million due to increased headcount, an
      increase of $0.3 million in legal fees in the 2008 period, partially offset
      by a
      decrease of $0.1 million in corporate meetings expense due to timing.




Interest
      expense, net of interest income, decreased $0.1 million, or 2.1%, to $7.2
      million for the 13 weeks ended March 31, 2008 from $7.3 million for the 13
      weeks
      ended March 31, 2007. Our average debt balances for the 2008 period decreased
      to
      $256.8 million compared to $260.8 million for the 2007 period and our average
      interest rate decreased to 10.37% for the 2008 period compared to 10.74% for
      the
      2007 period.




Our
      provision for income taxes consisted of an income tax benefit of $0.3 million
      and income tax expense of $0.2 million for the 13-week periods ended March
      31,
      2008 and 2007, respectively, for an effective tax rate of 37.1% for 2008 and
      50.2% for 2007.




As
      a
      result of the factors above, we had a net loss of $0.5 million for the 13 weeks
      ended March 31, 2008 compared with net income of $0.2 million for the 13 weeks
      ended March 31, 2007, or (0.7)% and 0.4% as a percentage or restaurant revenue,
      for the 13 weeks ended March 31, 2008 and 2007, respectively.




**Liquidity
      and Capital Resources**




Our
      principal liquidity requirements are to service our debt and meet our capital
      expenditure needs. Our indebtedness at March 31, 2008 was $251.3 million. Our
      ability to make payments on and to refinance our indebtedness, and to fund
      planned capital expenditures will depend on our ability to generate cash in
      the
      future, which, to a certain extent, is subject to general economic, financial,
      competitive, legislative, regulatory and other factors that are beyond our
      control. Based on our current level of operations, we believe our cash flow
      from
      operations, available cash and available borrowings under the $25.0 million
      revolving portion of EPL’s senior credit facility will be adequate to meet our
      future liquidity needs for at least the next twelve months.




In
      December 2007, our parent company, CAC, received a capital infusion of $45.0
      million. On December 26, 2007, CAC made a $3.0 million capital contribution
      to
      EPL through intermediary subsidiaries which was used for normal operating
      purposes and capital expenditures. On January 25, 2008, CAC made an $8.0 million
      capital contribution to the Company. The Company used $7.9 million of these
      proceeds to repurchase a portion of the outstanding 14.5% senior discount notes
      due 2014 (see Note 9 to our Unaudited Condensed Consolidated Financial
      Statements) at a price that approximated their accreted value. The Company
      expects that CAC will make future capital contributions to the Company and
      EPL
      for acceleration of company-owned store growth and other corporate
      purposes.




In
      the
      2008 three-month period, our capital expenditures totaled $4.5 million,
      consisting of $3.8 million for new restaurants, $0.4 million for capitalized
      repairs of existing sites, $0.2 million for construction costs related to our
      new training center, and $0.1 million related to other projects. We also had
      cash proceeds of $1.1 million from asset dispositions in the current period.
      As
      a result, net cash used in investing activities in the current period was $3.4
      million.




Cash
      and
      cash equivalents decreased $0.6 million from $3.8 million at December 26, 2007
      to $3.2 million at March 31, 2008. In the first three months of 2008, we made
      $1.3 million in principal repayments on EPL’s term loan, and $2.5 million in
      payments to pay off borrowings under our revolving credit facility. In the
      first
      quarter of 2008 we did not have any borrowings under our revolving credit
      facility. We cannot assure you that our business will generate sufficient cash
      flow from operations or that future borrowings will be available to EPL under
      EPL’s senior secured credit facilities in an amount sufficient to enable us to
      service our indebtedness or to fund our other liquidity needs. If we acquire
      additional restaurants from franchisees, our debt service requirements could
      increase. In addition, we may fund restaurant openings through credit received
      by trade suppliers and landlord contributions. If our cash flow from operations
      is inadequate to meet our obligations under our indebtedness we may need to
      refinance all or a portion of our indebtedness, including the notes, on or
      before maturity. We cannot provide
      assurance thatwe will be able to refinance any of our indebtedness on
      commercially reasonable terms or at all.




18




As
      a
      holding company, the stock of EPL constitutes our only material asset.
      Consequently, EPL conducts all of our consolidated operations and owns
      substantially all of our consolidated operating assets. Our principal source
      of
      the cash required to pay our obligations is the cash that EPL generates from
      its
      operations. EPL is a separate and distinct legal entity, has no obligation
      to
      make funds available to us and currently has restrictions that limit
      distributions or dividends to be paid by EPL to us. Furthermore, subject to
      certain restrictions, EPL is permitted under the terms of EPL’s senior secured
      credit facilities and the indenture governing the 2013 Notes and 2014 Notes
      to
      incur additional indebtedness the terms of which may further restrict or
      prohibit the making of distributions, the payment of dividends or the making
      of
      loans by EPL.




***Working
      Capital and Cash Flows***




We
      presently have, in the past have had, and may have in the future, negative
      working capital balances. The working capital deficit principally is the result
      of our investment to build new restaurants, remodel and replace or improve
      equipment in company-operated restaurants, and to acquire new restaurant
      information systems. We do not have significant receivables or inventories
      and
      we receive trade credit based upon negotiated terms in purchasing food and
      supplies. Funds available from cash sales and franchise revenue not needed
      immediately to pay for food and supplies or to finance receivables or
      inventories typically have been used for the capital expenditures referenced
      above and/or debt service payments under our existing indebtedness. We expect
      our negative working capital balances to continue to increase, based on the
      continuing growth of our business.




*Operating
      Activities.* We
      had
      net cash provided by operating activities of $6.8 million for the 13 weeks
      ended
      March 31, 2008 compared with $8.6 million for the 13 weeks ended March 31,
      2007.
      The decrease in cash provided by operating activities was related to increased
      prepaid expenses and other current asset balances, changes in accounts payable
      balances, changes in the deferred income taxes and the net loss.




*Investing
      Activities.* We
      had
      net cash used in investing activities of $3.4 million for the 13 weeks ended
      March 31, 2008 compared with $3.2 million for the 13 weeks ended March 31,
      2007.
      The increase in cash used in investing activities of $0.2 million was related
      to
      $0.7 million in increased expenditures, primarily for new store construction,
      partially offset by $0.5 million in proceeds received for asset dispositions.




*Financing
      Activities.* We
      had
      net cash used in financing activities of $4.0 million for the 13 weeks ended
      March 31, 2008 compared with $4.1 million for the 13 weeks ended March 31,
      2007.
      The decrease of $0.1 million in each used in financing activities in the 2008
      period was primarily attributable to the capital contribution of $8.0 that
      was
      received in the current period, partially offset by the cash used in the
      repurchase of the 2014 Notes of $7.9 million.




***Debt
      and Other Obligations***




On
      November 18, 2005, EPL entered into senior secured credit facilities with
      Intermediate, as parent guarantor, Merrill Lynch Capital Corporation, as
      administrative agent, the other agents identified therein, Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America,
      N.A., as lead arrangers and book managers, and a syndicate of financial
      institutions and institutional lenders. The senior secured credit facilities
      provide for an $104.5 million term loan and $25.0 million in revolving
      availability. As of March 31, 2008, EPL was in compliance with all of the
      financial covenants contained in its senior credit facility. In March 2007
      we
      amended the credit facility to reduce the interest rate and to modify in our
      favor the terms of certain restrictive covenants.




We
      have
      certain land and building leases for which the building portion is treated
      as a
      capital lease. These assets are amortized over the life of the respective lease.




At
      March
      31, 2008, we had $23,383,000 outstanding in aggregate principal amount of 141⁄2%
      senior discount Notes due 2014. No cash interest will accrue on the 2014 Notes
      prior to November 15, 2009. Instead, the principal value of the 2014 Notes
      will
      increase (representing accretion of original issue discount) from the date
      of
      original issuance until but not including November 15, 2009 at a rate of 14
      1⁄2 *%* per
      annum
      compounded annually, so that the accreted value of the 2014 Notes on November
      15, 2009 will be equal to the full principal amount of $39,342,000 at maturity.
      Beginning on November 15, 2009, cash interest will accrue on the 2014 Notes
      at
      an annual rate of 14 1⁄2 *%* per
      annum
      payable semi-annually in arrears on May 15 and November 15 of each year,
      beginning May 15, 2010. Principal is due on November 15, 2014. On January 25,
      2008, CAC made an $8.0 million capital contribution to the Company. The Company
      used $7.9 million of these proceeds to repurchase a portion of these notes
      at a
      price that approximated their accreted value.




19




At
      March
      31, 2008, we had $250,000 and $123,892,000 outstanding in aggregate principal
      amount under our 2009 Notes and 2013 Notes, respectively (see Notes 8 and 9
      to
      our Unaudited Condensed Consolidated Financial Statements).




At
      March
      31, 2008, we had outstanding letters of credit totaling $13.8 million, which
      served as collateral for our various workers’ compensation insurance programs and
      our
      appeal bond in the Mexico litigation appeal




Franchisees
      pay a monthly advertising fee of 4% of gross sales for the Los Angeles
      designated market area or 5% of gross sales for other markets. Pursuant to
      our
      Franchise Disclosure Document, we contribute, where we have company-operated
      restaurants, to the advertising fund on the same basis as franchised
      restaurants. Under our franchise agreements, we are obligated to use all
      advertising fees collected from franchisees to purchase, develop and engage
      in
      advertising, public relations and marketing activities to promote the El Pollo
      Loco ® brand.




As
      of
      March 31, 2008, EPL was in compliance with all of the financial covenants
      contained in its senior credit facility. As of such date we calculated all
      relevant ratios under its senior credit facility as follows:




·
              EPL’s
                  “fixed charge coverage ratio” (as such term is defined in the senior
                  credit agreement) was 1.00 to 1; and


·
              EPL’s
                  “leverage ratio” (as such term is defined in the senior credit agreement)
                  was 5.12 to 1.




These
      two
      ratios were permitted to be no less than 0.95 to 1, and no greater than 5.25
      to
      1, respectively, as of such date.




In
      addition, as of March 31, 2008, we calculated our “fixed charge coverage ratio”
and our “consolidated leverage ratio” (as such terms are defined in the
      indenture governing the 2014 Notes) at 1.54 to 1 and 6.31 to 1, respectively.
      Similar ratios exist in the indenture governing the 2013 Notes. The indenture
      permits us to incur indebtedness that (a) is contractually subordinated to
      the
      2014 Notes, (b) has a maturity date after November 15, 2014, and (c) does not
      provide for payment of cash interest prior to November 15, 2014. The indenture
      also permits our “restricted subsidiaries” (as such term is defined in the
      indenture), including EPL, to incur indebtedness if our fixed charge coverage
      ratio for the most recently ended four full fiscal quarters for which internal
      financial statements are available immediately preceding the date on which
      such
      indebtedness was incurred would have been at least 2.0 to 1, and, in the case
      of
      indebtedness incurred by us, if our consolidated leverage ratio would have
      been
      equal to or less than 7.5 to 1, all as determined on a pro forma basis
      (including a pro forma application of the net proceeds therefrom), as if such
      indebtedness had been incurred at the beginning of such four-quarter period.
      Since EPL does not currently meet the fixed charge coverage ratio, EPL is not
      permitted to incur additional indebtedness. This restriction does not apply
      to
      borrowings available under the revolving line of credit.




**Critical
      Accounting Policies and Estimates**




The
      preparation of our financial statements requires us to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      the
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. On an ongoing basis, we evaluate our estimates and judgments,
      including those related to recoverability of fixed assets, intangible assets,
      closed restaurants, workers’ compensation insurance and contingent liabilities
      including the outcome of litigation. We base our estimates and judgments on
      historical experience and on various other factors that we believe to be
      reasonable under the circumstances, the results of which form the basis for
      making judgments about the carrying values of assets and liabilities that are
      not readily apparent from other sources. Actual results may differ from these
      estimates under different assumptions or conditions. A summary of our critical
      accounting polices and estimates is included in our Annual Report on Form 10-K
      (File No. 333-115644) as filed with the Securities and Exchange Commission
      on
      March 24, 2008. See also Note 5 to our Unaudited Condensed Consolidated
      Financial Statements.




**Litigation
      Contingency**





In
      late
      2007, judgments totaling over $23 million were entered against ELP in the case
      El Pollo Loco S.A. de C.V. (EPL-Mexico) v. El Pollo Loco, Inc. described in
      Note
      5 to our Unaudited Condensed Consolidated Financial Statements (“Note 5”). In
      connection with its appeal of this judgment, in January 2008 EPL posted an
      appeal bond in the amount of $24,301,450. A portion of the appeal bond was
      collateralized by a $17,900,000 letter of credit arranged by Trimaran Fund
      II,
      LLC (“Trimaran Fund”), an affiliate of our principal indirect shareholder,
      Trimaran Pollo Partners, LLC. If Trimaran Fund provides cash collateral to
      secure the appeal bond, rather than a letter of credit, EPL must pay Trimaran
      Fund an annual fee equal to 13.25% of the cash collateral, payable quarterly.
      The cash collateral fee is payable, at Trimaran Fund’s option, on the same basis
      as the appeal bond payments described in the next paragraph. The balance of
      the
      appeal bond was collateralized by unused borrowings under the revolving portion
      of our senior secured credit facilities. As a result, until the appeal bond
      is
      terminated, the borrowings available under our $25 million revolving line of
      credit are reduced by $6,450,000.





20





The
      appeal could take 12 to 18 months to complete. If the judgments are upheld
      on
      appeal, EPL will be required to pay the amount of such judgments, which could
      result in an event of default under our credit and debt facilities and
      materially adversely affect our liquidity, financial condition and business.
      EPL
      entered into agreements with Trimaran Fund to facilitate the posting of the
      appeal bond and, if necessary, the payment of the judgments, as described in
      Note 5. If the plaintiff satisfies its judgment by collecting under the appeal
      bond, EPL will be required to repay the portion of the bond collateralized
      by
      Trimaran Fund, at the option of Trimaran Fund, with cash, a two-year convertible
      promissory note bearing interest at rates ranging from 13.25% to 17.50% per
      annum, or convertible preferred stock or common stock of CAC. If Trimaran Fund
      demands payment in cash or with a promissory note, such payments could have
      a
      material adverse effect on the Company’s liquidity, cash flows, financial
      condition and business.




For
      the
      reasons set forth in Note 5, no accrual for these judgments has been recorded
      as
      of March 31, 2008.




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**




The
      inherent risk in market risk sensitive instruments and positions primarily
      relates to potential losses arising from adverse changes in interest
      rates.




We
      are
      subject to market risk from exposure to changes in interest rates based on
      our
      financing activities. This exposure relates to borrowings under EPL’s senior
      secured credit facilities that are payable at floating rates of
      interest.




A
      hypothetical 10% fluctuation in the variable interest rate on our existing
      debt
      of $100.1 million as of March 31, 2008 would result in an increase or decrease
      in interest expense of approximately $0.6 million in a given year. We do not
      consider the change in fair value of our long-term fixed rate debt resulting
      from a hypothetical 10% fluctuation in interest rates as of March 31, 2008
      to be
      material.




**Item
      4T. Controls and Procedures**




Our
      Chief
      Executive Officer and Senior Vice President of Finance have concluded that
      the
      design and operation of our disclosure controls and procedures are effective
      as
      of March 31, 2008. This conclusion is based on an evaluation conducted under
      the
      supervision and with the participation of Company management. Disclosure
      controls and procedures are those controls and procedures which are designed
      to
      ensure that information required to be disclosed in our SEC filings and
      submissions is accumulated and communicated to management and is recorded,
      processed, summarized and reported in a timely manner and in accordance with
      SEC
      rules and regulations.




There
      have been no changes in our internal control over financial reporting that
      occurred during our first 13 weeks ended March 31, 2008.




**PART
      II – OTHER INFORMATION**




**Item
      1. Legal Proceedings**




The
      information set forth in Note 5 to our Unaudited Condensed Consolidated
      Financial Statements in Part I of this Report is incorporated herein by this
      reference.




Also
      see
      our Annual Report on Form 10-K for the year ended December 27, 2007 as filed
      with the SEC on March 24, 2008.




**Item
      1A. Risk Factors**




Certain
      factors may have a material adverse effect on our business, financial condition
      and results of operations and you should carefully consider them. For a
      discussion of such potential risks and uncertainties, refer to “Risk Factors,”
included in our Annual Report on Form 10-K for the year ended December 26,
      2007
      as filed with the U.S. Securities Exchange Commission on March 24, 2008.




21




**Item
      4. Submission of Matters to a Vote of Security Holders**





At
      a
      regular meeting in lieu of annual meeting held on February 6, 2008, the
      Company’s sole shareholder, El Pollo Loco Holdings, Inc., elected the following
      persons as directors of the Company: Stephen E. Carley, Douglas K. Ammerman,
      Jay
      R. Bloom, Andrew R. Heyer,  Dean
      C.
      Kehler,  Dennis
      Lombardi,  Alberto
      Robaina, John M. Roth, and  Griffin
      Whitney. ****





**Item
      5. Other Information.**




On
      May 8,
      2008, the Company issued a press release reporting results of operations for
      the
      first quarter ended March 31, 2008. A copy of the press release is being
      furnished as Exhibit 99 hereto and is incorporated herein by this reference.
      We
      do not intend for this exhibit to be incorporated by reference into any other
      filings we make with the SEC. This information is provided in this Report in
      response to Item 2.02, Results of Operations and Financial Condition, and Item
      9.01, Financial Statements and Exhibits, of Form 8-K in lieu of filing a Form
      8-K.





22




**Item
      6. Exhibits.**




**Exhibit****Number**
            
            **Description
                of Documents**10.1
            
            Letter
                Agreement dated February 25, 2008, between El Pollo Loco, Inc. and
                Simmons
                Prepared Foods, Inc.*10.2
            
            Letter
                Agreement dated February 25, 2008, between El Pollo Loco, Inc. and
                Cagle’s, Inc.*10.3
            
            Letter
                Agreement dated February 4, 2008 between El Pollo Loco, Inc. and
                Koch
                Foods, Inc.*31.1
            
            Certification
                Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange
                Act of 193431.2
            
            Certification
                Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange
                Act of 193432.1
            
            Certification
                Pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange
                Act of 193432.2
            
            Certification
                Pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange
                Act of 193499.1
            
            Press
                Release dated May 8, 2008*
            Certain
                confidential portions of this exhibit have been redacted and filed
                separately with the Commission pursuant to a Confidential Treatment
                Request.





23




**SIGNATURES**




Pursuant
      to the requirements 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.




**EPL
                INTERMEDIATE, INC**Date:
                May 9, 2008
            
            By:
            /s/
                Stephen E. CarleyStephen
                E. Carley*President*By:
            /s/
                Joseph SteinJoseph
                Stein*Chief
                Financial Officer and Treasurer*




24




**EXHIBIT
      INDEX**




**Exhibit****Number**
            
            **Description
                of Documents**10.1
            
            Letter
                Agreement dated February 25, 2008, between El Pollo Loco, Inc. and
                Simmons
                Prepared Foods, Inc.*10.2
            
            Letter
                Agreement dated February 25, 2008, between El Pollo Loco, Inc. and
                Cagle’s, Inc.*10.3
            
            Letter
                Agreement dated February 4, 2008 between El Pollo Loco, Inc. and
                Koch
                Foods, Inc.*31.1
            
            Certification
                Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange
                Act of 193431.2
            
            Certification
                Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange
                Act of 193432.1
            
            Certification
                Pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange
                Act of 193432.2
            
            Certification
                Pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange
                Act of 193499.1
            
            Press
                Release dated May 8, 2008*
            Certain
                confidential portions of this exhibit have been redacted and filed
                separately with the Commission pursuant to a Confidential Treatment
                Request.





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