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 July 21, 2003 or

     [X]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

      For the transition period from ________________ to _________________

                         Commission file number 0-14837

                            ELMER'S RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

            OREGON              ___________             93-0836824
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

  11802 S.E. Stark St.
    Portland, Oregon               97216                (503) 252-1485
 (ADDRESS OF PRINCIPAL           (ZIP CODE)     (REGISTRANT'S TELEPHONE NUMBER,
   EXECUTIVE OFFICES)                                 INCLUDING AREA CODE)


           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value

                                   -----------

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 [X] No [X]

Number of shares of Common Stock outstanding at September 1, 2003: 2,041,709













<PAGE>
                            ELMER'S RESTAURANTS, INC.
                            -------------------------
                                      INDEX
<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                     NUMBER
                                                                                     ------
PART I:  FINANCIAL INFORMATION
<S>      <C>               <C>                                                        <C>
         Item 1.           Financial Statements                                         3
                           Condensed Consolidated Balance Sheets,
                               July 21, 2003 (Unaudited) and
                               March 31, 2003

                           Condensed Consolidated Statements of Operations,             4
                               Sixteen weeks ended July 21, 2003 and July 22, 2002
                               (Unaudited)

                           Condensed  Consolidated  Statements of Cash Flows,           5
                            Sixteen weeks ended July 21, 2003 and July 22, 2002
                               (Unaudited)

                           Notes to Condensed Consolidated Financial Statements         6

         Item 2.           Management's Discussion and Analysis of Financial           10
                               Statements

         Item 3.           Quantitative and Qualitative Disclosures about Market       14
                           Risk

         Item 4.           Controls and Procedures                                     15

PART II: OTHER INFORMATION AND SIGNATURES

         Item 5.           Other Information                                           15

         Item 6.           Exhibits and Reports on Form 8-K                            15

                           Signatures                                                  16
</TABLE>


















                                       2
<PAGE>
                   ELMER'S RESTAURANTS, INC., AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                       JULY 21, 2003        MARCH 31, 2003
                                                                                    -------------------   ------------------
                                                                                        (Unaudited)
                                     ASSETS
<S>                                                                               <C>                   <C>
Current assets:
Cash and cash equivalents                                                         $          2,482,899  $         2,200,263
Marketable securities                                                                          746,294              760,441
Accounts receivable                                                                            253,186              260,848
Notes receivable - franchisees and related parties, current portion                            189,293               81,771
Inventories                                                                                    413,072              430,737
Prepaid expenses and other                                                                     513,422              227,142
Income taxes receivable                                                                          6,117              121,617
                                                                                    -------------------   ------------------

      Total current assets                                                                   4,604,283            4,082,819

Notes receivable - franchisees and related parties, net of current portion                     198,088              212,026
Property, buildings and equipment, net                                                       7,037,370            7,075,969
Goodwill                                                                                     4,897,743            4,897,743
Intangible assets                                                                              602,709              602,709
Principal debt service account for convertible debt                                            239,881              208,929
Other assets                                                                                   284,707              309,108
                                                                                    -------------------   ------------------

      Total assets                                                                $         17,864,781  $        17,389,303
                                                                                    ===================   ==================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable, current portion                                                    $            332,308  $           332,810
Accounts payable                                                                             1,160,564            1,118,167
Accrued expenses                                                                               440,093              314,136
Accrued payroll and related taxes                                                              476,038              486,915
                                                                                    -------------------   ------------------

      Total current liabilities                                                              2,409,003            2,252,028

Notes payable, net of current portion                                                        4,346,124            4,439,170
Deferred income taxes                                                                          959,056              948,000
                                                                                    -------------------   ------------------

      Total liabilities                                                                      7,714,183            7,639,198
                                                                                    -------------------   ------------------

Commitments and contingencies

Shareholders' equity
Common stock, no par value; 10,000,000 shares authorized, 2,041,709 shares
issued and outstanding.                                                                      7,283,139            7,283,139
Retained earnings                                                                            2,849,984            2,486,879
Accumulated other comprehensive gain (loss), net of taxes                                       17,475              (19,913)
                                                                                    -------------------   ------------------
      Total shareholders' equity                                                            10,150,598            9,750,105
                                                                                    -------------------   ------------------

      Total liabilities and shareholders' equity                                  $         17,864,781  $        17,389,303
                                                                                    ===================   ==================
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                        3
<PAGE>
                ELMER'S RESTAURANTS, INC., AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 FOR THE SIXTEEN WEEKS ENDED
                                                         ---------------------------------------------
                                                              JULY 21,                 July 22,
                                                                2003                     2002
                                                         --------------------    ---------------------
                                                             (Unaudited)             (Unaudited)
<S>                                                       <C>                     <C>
REVENUES                                                  $       10,059,012      $         9,438,069
                                                         --------------------    ---------------------

COSTS AND EXPENSES:

Cost of restaurant sales:
 Food and beverage                                                 3,099,959                2,649,753
 Labor and related costs                                           3,398,561                3,421,296
 Restaurant operating costs                                        1,378,674                1,287,817
 Occupancy costs                                                     635,805                  612,559
 Depreciation and amortization                                       252,147                  221,032
 Restaurant opening and closing expenses                                   -                    9,717
General and administrative expenses                                  670,902                  687,328
Loss (gain) on sale of land, buildings and equipment                   4,071                 (755,346)
                                                         --------------------    ---------------------

                                                                   9,440,119                8,134,156
                                                         --------------------    ---------------------

INCOME FROM OPERATIONS                                               618,893                1,303,913

OTHER INCOME (EXPENSE):
 Interest income                                                      24,756                   72,347
 Interest expense                                                   (115,993)                (134,151)
 Loss on debt extinguishment                                               -                  (97,500)
 Gain (loss) on sale of marketable securities                          3,449                  (55,934)
                                                         --------------------    ---------------------

  Income before provision for income taxes                           531,105                1,088,675

Income tax provision                                                (168,000)                (375,593)
                                                         --------------------    ---------------------

  NET INCOME                                              $          363,105      $           713,082
                                                         ====================    =====================

PER SHARE DATA:

  Net income per share - Basic                            $             0.18      $              0.35
                                                         ====================    =====================

  Weighted average number of
  common shares outstanding - Basic                                2,041,728                2,058,003
                                                         ====================    =====================

  Net income per share - Diluted
  common shares outstanding                               $             0.17      $              0.32
                                                         ====================    =====================

  Weighted average number of
  common shares outstanding - Diluted                              2,131,478                2,229,839
                                                         ====================    =====================
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                        4
<PAGE>
               ELMER'S RESTAURANTS, INC., AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                For the 16 weeks ended
                                                                                       -------------------------------------------
                                                                                             JULY 21,                 JULY 22,
                                                                                               2003                     2002
                                                                                       --------------------     ------------------
<S>                                                                                     <C>                       <C>
Cash flows from operating activities:
Net income                                                                              $          363,105        $       713,082
  Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                                                                  252,147                221,032
    Net loss (gain) on disposition of property                                                       4,071               (755,346)
    Gain (loss) on sale of marketable securities                                                    (3,449)                55,934
    Loss on debt extinguishment                                                                          -                 97,500
    Changes in assets and liabilities:
      Current assets                                                                              (383,953)              (202,380)
      Other assets                                                                                  24,401                (55,829)
      Accounts payable                                                                              42,397               (275,317)
      Accrued expenses                                                                              96,609                134,174
      Income taxes                                                                                 115,500                316,627
                                                                                       --------------------     ------------------

        Net cash provided by operating activities                                                  510,828                249,477
                                                                                       --------------------     ------------------

Cash flows from investing activities:
  Additions to property, buildings and  equipment                                                 (220,119)              (301,913)
  Purchases of available-for-sale securities                                                      (146,100)              (115,381)
  Proceeds from sale of available-for-sale securities                                              230,611                      -
  Business acquisition                                                                                   -               (314,263)
  Issuance of note receivable                                                                            -               (129,488)
  Principal collected on note receivables                                                           29,416                 37,893
  Proceeds from sale of assets                                                                       2,500              1,319,356

                                                                                       --------------------     ------------------

        Net cash (used in) provided by investing activities                                       (103,692)               496,204
                                                                                       --------------------     ------------------
Cash flows from financing activities:
  Repurchase of convertible notes                                                                        -               (747,500)
  Net change in principal debt service accounts                                                    (30,952)               157,995
  Payments on notes payable                                                                        (93,548)               (81,725)
                                                                                       --------------------     ------------------

        Net cash used in financing activities                                                     (124,500)              (671,230)
                                                                                       --------------------     ------------------

        Net change in cash and cash equivalents                                                    282,636                 74,451

Cash and cash equivalents, beginning of period                                                   2,200,263                654,211
                                                                                       --------------------     ------------------

Cash and cash equivalents, end of period                                               $         2,482,899      $         728,662
                                                                                       ====================     ==================
Supplemental  disclosures of cash flow information:
Cash paid during the period for:
  Interest                                                                             $           115,993      $         134,151
                                                                                       ====================     ==================

  Income taxes                                                                         $            52,500      $          60,100
                                                                                       ====================     ==================
Supplemental disclosures of non-cash transactions:
  Sale of equipment for note receivable                                                $                 -      $         455,631
                                                                                       ====================     ==================
Change in unrealized gain (loss) on available-for-sale securities, net of taxes        $            48,471      $             (60)
                                                                                       ====================     ==================
Change in fair market value of interest rate swap agreement                            $           (11,083)     $               -
                                                                                       ====================     ==================
Forgiveness of notes receivable as partial consideration for
purchase of property, equipment and goodwill                                                                              175,625
                                                                                       ====================     ==================
Notes payable issued or assumed in conjunction with
acquisition of certain restaurants                                                     $                 -      $          74,538
                                                                                       ====================     ==================
Note receivable issued for franchise fee receivable                                    $           123,000      $               -
                                                                                       ====================     ==================
</TABLE>
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                        5
<PAGE>
                            ELMER'S RESTAURANTS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with the  instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
These  interim  financial  statements  do not  include all the  information  and
footnotes necessary for a fair presentation of financial position and results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles in the United States of America. These condensed financial statements
should be read in  conjunction  with the financial  statements and related notes
contained in the  Company's  Annual Report on Form 10-K for the year ended March
31, 2003.  Operating  results  reflected in the interim  consolidated  financial
statements  are not  necessarily  indicative of the results that may be expected
for the year ended March 29, 2004.

In the opinion of management,  the accompanying  unaudited financial  statements
contain all  adjustments  (consisting  solely of normal  recurring  adjustments)
necessary  to present  fairly the  financial  position  of the  Company  and its
subsidiaries, and their results of operations and cash flows.

The Company had comprehensive income of $37,388 for the sixteen weeks ended July
21,   2003.   This  was   composed  of  an  increase  in  the  market  value  of
available-for-sale  securities of $48,471 (net of taxes) partially offset by the
liability  associated  with an interest  rate swap  agreement of $11,083 (net of
taxes).

In July 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
"Business  Combinations"  and SFAS  No.  142,  "Goodwill  and  Other  Intangible
Assets".  SFAS No. 141 requires business  combinations  initiated after June 30,
2001, to be accounted for using the purchase method of accounting,  and broadens
the criteria for recording  intangible  assets separate from goodwill.  Recorded
goodwill and  intangibles  have been evaluated  against this new criteria and no
changes were considered necessary to the previously recorded  intangibles.  SFAS
No. 142 requires the use of a nonamortization  approach to account for purchased
goodwill and certain intangibles. Under a nonamortization approach, goodwill and
certain  intangibles  (those deemed to have an indefinite life) will be reviewed
for impairment and written down and charged to results of operations only in the
periods in which the  recorded  value of goodwill  and certain  intangibles  are
determined  to be more than their fair value.  The Company's  intangible  assets
were tested for  impairment  in the third quarter of the fiscal year ended March
31, 2003 and no impairment was found.

Interest  rate  swap  agreement  - In June  2003,  and in  conjunction  with the
modification of the Wells Fargo real estate debt agreement  discussed below, the
Company  entered into an interest rate swap agreement with Wells Fargo to reduce
the impact of changes in interest rates on its floating rate mortgage.  The debt
modification  and related  swap  agreement  effectively  changes  the  Company's
interest rate exposure on the Wells Fargo real estate debt to a fixed percentage
of 6.17%. The interest rate swap agreement matures May 24, 2010.

Under the terms of the swap  agreement,  the Company has  committed to paying or
receiving interest on the spread between 30-day LIBOR and a fixed rate of 3.92%.
If 30-day LIBOR exceeds 3.92%,  the Company  receives  interest  income from the
bank equal to the spread.  If 30-day LIBOR is less than 3.92%, the Company makes
interest  payments  to the bank equal to the  spread.  The 30-day  LIBOR rate is
fixed on a monthly basis by the bank.

The swap is inversely  correlated to the related  hedged  long-term  debt and is
therefore  considered an effective cash flow hedge of the  underlying  long-term
debt. The level of effectiveness of the hedge is measured by changes in the fair
value of the hedged  long-term  debt  resulting  from  fluctuations  in interest
rates.  As a matter  of  policy,  the  Company  does not enter  into  derivative
transactions for trading or speculative purposes.

The interest rate swap agreement  qualifies as a cash flow hedge under Statement
of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting for Derivative
Instruments and Hedging  Activities."  SFAS no. 133 requires that the fair value
of  derivative  instruments  to be recorded and changes in the fair value of the

                                       6
<PAGE>
derivative  instruments to be recognized in other  comprehensive  income.  As of
July 21, 2003 the fair market value of this agreement  results in a liability of
$11,100 (net of tax effect) and  recognition  of $11,100 in other  comprehensive
loss.

Stock options - SFAS No. 123, Accounting for Stock-Based Compensation, defines a
fair  value-based  method of accounting  for employee  stock options and similar
equity  instruments,  and  encourages  all  entities  to adopt  that  method  of
accounting for all of their employee stock  compensation  plans.  It encourages,
but does not require, the companies to record compensation costs for stock-based
employee compensation plans at fair value. The Company has chosen to account for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations.

SFAS  No.  123  was  amended  by  SFAS  No.  148,   Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure - An Amendment of FASB Statement No.
123,  which among other things,  requires  more  prominent  disclosures  in both
annual and interim financial statements.  The Company has adopted the disclosure
provisions of SFAS No. 148.

The Company complies with the disclosure-only  provisions of SFAS No. 148 and no
compensation  cost has been recognized for the plan. Had  compensation  cost for
the stock-based  compensation  plan been determined,  based on the fair value of
options at the date of grant consistent with the provisions of SFAS No. 123, the
Company's pro forma net income and pro forma  earnings per share would have been
as follows:

                                         July 21,             July 22,
                                           2003                 2002
                                      ---------------      ----------------

Net income - as reported                   $ 363,105             $ 713,082
Net income - pro forma                     $ 338,670             $ 679,946

Diluted earnings per share -
    as reported                               $ 0.17                $ 0.32
Diluted earnings per share -
    pro forma                                 $ 0.16                $ 0.30
---------------------------------------------------------------------------

RECENT TRANSACTIONS

Purchase of Cornell Oaks Property
---------------------------------
July 29, 2003 the Company  purchased a one-acre  site in  Beaverton,  Oregon for
$775,000.  Construction  has  begun  and  the  restaurant  is  expected  to open
mid-December,  2003.  The Company has  secured,  but not yet drawn upon  project
financing of approximately $1.6 million.

Franchise Opening.
-----------------
Elmer's newest  franchised  restaurant opened on July 21, 2003. The 5,000 square
foot restaurant in Coeur d'Alene, Idaho occupies a converted Village Inn site.

Purchase of Cooper's Deli and Pub
---------------------------------
July 1, 2002 the Company  acquired  three  Cooper's Deli units located in Salem,
Oregon,  from Cooper's Inc. The Cooper's units are substantially  similar to the
Company's  existing deli operations.  Purchase  consideration  included $100,000
cash, a $66,500,  two-year  promissory note, $11,500 in assumed  liabilities and
the assumption of a $155,000 promissory note due to the Company. The acquisition
cost of $333,000 included $100,000 in tangible assets and $233,000 in goodwill.

                                       7
<PAGE>
Repurchase of convertible debt
------------------------------
June 28, 2002 the Company  repurchased  half  ($650,000) of its 10%  convertible
notes,  paying a 15% premium over face value. As permitted by the early adoption
provisions  of SFAS No. 145 - Rescission  of FASB  Statements  No. 4, 44 and 64,
Amendment of FASB Statement No. 13 and Technical Corrections,  the total premium
of $97,500 was recorded as a loss on extinguishment. In addition to reducing the
Company's debt, this transaction eliminates the potential obligation to issue up
to 105,000  shares of common  stock upon  conversion  and reduced the  Company's
required balances in and contributions to, the debt service account by half.

Relocation of Richard's Deli & Pub
----------------------------------
May 28, 2002 the  Company  relocated  one of two  Hillsboro,  Oregon  units to a
nearby  retail  mall.  The  prior  landlord's  bankruptcy,   combined  with  the
superiority of the new space, made the decision to move compelling.  The Company
terminated  its occupancy  lease and recorded a $77,000 loss on the surrender of
leasehold  improvements.   The  Company  entered  into  a  five-year  lease  for
approximately  4,000  sq.  ft.  at the new  location.  This is  larger  than the
operating requirement;  therefore the Company has subleased 1,900 sq. ft. of the
new space to a non-competing use.

Sale of Southern Oregon Elmer's
-------------------------------
The quarter ended July 22, 2002 results include a gain on sale of land, building
and equipment related to the sale of three company owned restaurants.  Effective
May 7, 2002 Elmer's  Restaurants,  Inc. (the "Company")  executed asset purchase
and  franchise  agreements  with  Southern  Oregon  Elmer's  LLC (the  "Buyer"),
refranchising three of the Company's Elmer's restaurants located in Grants Pass,
Medford and Roseburg,  Oregon.  The Company sold substantially all the assets of
those  locations in  consideration  for $1,385,500 in cash and promissory  notes
valued at  $349,500.  The Buyer signed  25-year  franchise  agreements  for each
location  and  operates  the  locations  under the  Elmer's  Breakfast o Lunch o
Dinner(TM) name.

The Buyer has signed a  development  agreement to open an  additional  two units
within five years.  The first unit in Klamath  Falls,  Oregon opened October 23,
2002.

The principals of Southern Oregon Elmer's LLC, Robert Brutke and David Thomason,
have  substantial  industry  experience.  They are both  past-presidents  of the
Oregon  Restaurant  Association,  Mr.  Thomason  operates  a 10-unit  Carl's Jr.
franchise from Carl Karcher  Enterprises and Mr. Brutke has operated a number of
independent  concepts in the southern  Oregon market,  including  Brutke's Wagon
Wheel in Roseburg, Oregon.

As a result of this transaction, the Company posted a one-time after tax gain of
approximately  $504,000 or $.25 per share in the quarter  ending July 22,  2002.
For the year ended April 1, 2002, revenues from the three restaurants were $5.07
million, contributing $332,000 in earnings before taxes and interest expense.

The Company agreed to provide a limited amount of seller financing.  The Company
holds notes  receivable  totaling  $364,000,  all but $198,000 is due within the
next year.

In valuing the restaurants,  the Company considered  discounted  historical cash
flows,  future  capital  spending  requirements,  as well as the  impact  on the
Company's  franchise program.  The Company believes the consideration paid to be
fair,  from a  financial  point  of view,  to the  Company's  shareholders.  The
franchise  agreements  with the Buyer are  comparable  to other  recent  Company
franchise agreements.

The Company has assigned its rights and obligations  under the occupancy  leases
for the Medford and Roseburg  locations.  The Company remains a guarantor of the
Medford lease until April 2007.  The Company's  guarantee of the Roseburg  lease
could extend  until 2018 if the Buyer  exercises  its options in 2003,  2008 and
2013.  The Company has  subleased the Grants Pass location to the Buyer for five
years under substantially the same terms and conditions as the underlying master
lease.  Provided all parties are in good standing  under the lease at the end of
the sublease, the Grants Pass landlord has agreed to lease directly to the Buyer
under substantially similar terms.

The Buyer has indemnified the Company against all losses incurred as a result of
the Company's  obligations as a Guarantor.  This  indemnification  is personally
guaranteed  by Mssrs.  Brutke and Thomason and their  spouses.

                                       8
<PAGE>
However,  in the event of  default  by the  Buyer of the terms of the  occupancy
leases,  and the  failure of Mssrs.  Brutke and  Thomason  to make good on their
personal  guarantees,  the  Company  could be required to pay all rent and other
amounts  due under the terms of the  lease for the  remainder  of the  guarantee
term. In the event of default,  the Company  expects it would exercise its right
to reoccupy and continue to operate the restaurants as Elmer's Breakfast o Lunch
o Dinner(TM).

The Buyer's obligations under the franchise agreements,  promissory notes, lease
assignments  and sublease are  guaranteed by the Buyer and  personally by Mssrs.
Brutke and Thomason.

Purchase of Vancouver, Oregon Elmer's
-------------------------------------
April 15, 2002 the Company acquired an Elmer's  restaurant located in Vancouver,
Washington from franchisee and former board member, Paul Welch for approximately
$250,000  in cash and  assumed  liabilities.  The  Company  has  entered  into a
long-term  occupancy  lease at the same  location,  and continues to operate the
location as an Elmer's  restaurant.  The  purchase  price was  allocated  to the
tangible assets of the restaurant.  The Company has spent approximately $148,000
remodeling the facility.

RECENTLY ISSUED ACCOUNTING STANDARDS
In May 2003,  the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
150, Accounting for Certain Financial  Instruments with  Characteristics of both
Liabilities and Equity.  SFAS No. 150 establishes  standards for  classification
and measurement of certain financial  instruments with  characteristics  of both
liabilities  and equity.  This statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning  of the first  interim  period  after  June 15,  2003.  The  Company's
management  does not  expect  that the  application  of the  provisions  of this
statement will have a material  effect on the Company's  consolidated  financial
statements.

In April  2003,  the FASB issued SFAS No. 149,  Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities.  This  statement  amends  and
clarifies  financial   accounting  and  reporting  for  derivative   instruments
including  certain  derivatives  embedded in other contracts.  This statement is
effective  for  contracts  entered  into or modified  after June 30,  2003.  The
Company's  management  does not expect that the application of the provisions of
this  statement  will  have a  material  effect  on the  Company's  consolidated
financial statements.

In January 2003, FASB issued  Interpretation  No. 46 (FIN 46),  Consolidation of
Variable Interest  Entities.  This  interpretation  clarifies the application of
Accounting  Research Bulletin No. 51,  Consolidated  Financial  Statements,  and
requires existing  unconsolidated  variable interest entities to be consolidated
by their primary beneficiaries if the entities do not effectively disperse risks
among  parties  involved.  The  Company's  management  does not expect  that the
application of the provisions of this interpretation will have a material impact
on the Company's consolidated financial statements.

In December 2002, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure--an
Amendment of FASB Statement No. 123." This  statement  amends FASB Statement No.
123,  "Accounting for Stock-Based  Compensation," to provide alternative methods
of  transition  for a  voluntary  change  to the  fair  value  based  method  of
accounting for stock-based employee  compensation.  In addition,  this statement
amends the  disclosure  requirements  of statement No. 123 to require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on reported  results.  Management  intends to continue  using the intrinsic
value method for stock-based employee compensation  arrangements and, therefore,
does not expect that the  application  provisions of this  statement will have a
material impact on the Company's condensed  consolidated  financial  statements.
Additional required disclosures have been included in the financial statements.

In November  2002,  FASB  issued  Interpretation  No. 45 (FIN 45),  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness  of Others." This  interpretation  elaborates on the
disclosures  to be made by a  guarantor  about  its  obligations  under  certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the

                                       9
<PAGE>
fair value of the obligation undertaken in issuing a guarantee.  The Company has
complied with the disclosure requirements of FIN 45. The initial recognition and
initial  measurement  provisions  shall be  applied  on a  prospective  basis to
guarantees  issued or modified  after  December  31, 2002.  Management  does not
expect that the application of the provisions of this interpretation will have a
material impact on the Company's condensed consolidated financial statements.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal Activities." This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities. The Company
has adopted this  statement  and there was no material  impact on the  condensed
consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
Among other things,  this statement  rescinds FASB  Statement No. 4,  "Reporting
Gains  and  Losses  from  Extinguishment  of  Debt,"  and an  amendment  of that
statement,  FASB  Statement  No.  64,  "Extinguishments  of Debt Made to Satisfy
Sinking-Fund  Requirements."  The Company adopted the provisions of SFAS No. 145
under its early application provisions in the first quarter of 2003. The Company
recorded a loss on  extinguishment  of debt totaling $97,500 that is included in
"Other income (expense)" on the condensed consolidated financial statements.


                         PART I - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Elmer's Restaurants,  Inc. (the "Company" or "Elmer's") (NASDAQ Small Cap Market
symbol:  ELMS),  located in Portland,  Oregon,  is a franchisor  and operator of
full-service,  family oriented  restaurants under the names "Elmer's Breakfast o
Lunch o Dinner" and "Mitzel's  American Kitchen" and an operator of delicatessen
restaurants under the names "Ashley's", "Cooper's" and "Richard's Deli and Pub."
The Company is an Oregon  corporation and was incorporated in 1983. Walter Elmer
opened the first Elmer's  restaurant in Portland,  Oregon in 1960, and the first
franchised   restaurant  opened  in  1966.  The  Company  acquired  the  Elmer's
franchising operation in January 1984 from the Elmer family.

The Company  franchises or operates a total of 36 full-service,  family-oriented
restaurants,  with a warm, friendly atmosphere and comfortable furnishings. Most
of the restaurants are decorated in a home style,  with fireplaces in the dining
rooms.  The restaurants are primarily  freestanding  buildings,  ranging in size
from 4,600 to approximately  9,000 square feet with seating  capacities  ranging
from 120 to 220. A portion of the dining  room in most  restaurants  may also be
used for private group  meetings by closing it off from the public dining areas.
The menu offers an extensive selection of items for breakfast, lunch and dinner.

CRITICAL ACCOUNTING POLICIES

The  Company's  reported  results  are  affected by the  application  of certain
accounting  policies  that  require  subjective  or  complex  judgments.   These
judgments  involve  estimates  that  are  inherently  uncertain  and may  have a
significant  impact  on our  quarterly  or  annual  results  of  operations  and
financial  condition.  Changes  in these  estimates  and  judgments  could  have
significant  effects  on the  Company's  results  of  operations  and  financial
condition in future  years.  We believe the Company's  most critical  accounting
policies  cover  accounting  for  long-lived  assets  -  specifically  property,
buildings  and  equipment  depreciation  thereon and the valuation of intangible
assets.  Additional  critical accounting policies govern revenue recognition and
accounting for stock options.

Property, Buildings and Equipment
---------------------------------
When the Company  purchases  property,  buildings and equipment,  the assets are
recorded at cost. However,  when the Company acquires an operating restaurant or
business,  the Company must allocate the purchase  price between the fair market
value of the  tangible  assets  acquired  and any excess to  goodwill.  The fair
market value

                                       10
<PAGE>
of restaurant  equipment fixtures and furnishings in an operating  restaurant is
difficult to separate from the going concern  value of the  restaurant.  Most of
the value of the equipment is due to the fact that it is in the  restaurant  and
working.  The Company  values in place  equipment  with reference to replacement
cost, age and condition, and utility in its intended use.

Intangible Assets
-----------------
The Company reviews the valuation of its intangible assets annually based on its
third quarter financial  statements.  If the fair values of the intangibles were
less than their recorded  values,  an impairment  loss would be recognized.  The
fair values of the  reporting  units are estimated  using  multiples of earnings
before  interest,  taxes,  depreciation and  amortization.  The market for these
intangibles is limited and the realizable value will differ from the fair values
estimated by using a multiple of earnings.

Depreciation
------------
Property, buildings and equipment are depreciated using the straight-line method
over their estimated  useful lives.  Leasehold  improvements  are amortized on a
straight-line  method  over  their  estimated  useful  lives  or the term of the
related lease, whichever is shorter.  Differences between the realized lives and
the  estimated  lives  could  result in changes to the  Company's  results  from
operations in future years, as well as changes in the rate of recurring  capital
expenditures.

Revenue Recognition
-------------------
The Company's  revenue is primarily from cash and credit card  transactions.  As
such,  restaurant revenue is generally recognized upon receipt of cash or credit
cards  receipts.  Franchise fees based upon a percent of the  franchisees  gross
sales are recognized as the franchisees' sales occur.  Revenue from the lottery,
which includes  traditional ticket based games and video poker games is recorded
on a commission  basis,  that is net of state  regulated  payouts.  Expenses are
recorded using accrual accounting based upon when goods and services are used.

Stock Options
-------------
The Company accounts for its stock-based  compensation using the intrinsic value
method prescribed in Accounting  Principles Board Opinion No. 25, Accounting for
Stock  Issued  to  Employees,  and  related   interpretations.   Based  on  this
methodology the Company has not recorded any  compensation  costs related to its
stock options  since all options have been issued at an exercise  price equal to
or greater than the market value of the Company's stock at the time of issuance.

HIGHLIGHTS OF HISTORICAL RESULTS. The Company reported net income of $363,105 or
$.18 per share for the quarter ended July 21, 2003, on sales of $10.1 million as
compared to  reported  net income of $713,082 or $.35 per share on sales of $9.4
million for the first  quarter  ended July 22,  2002.  Results for the  previous
quarter  ended  July 22,  2002  reflect  the after tax gain on sale of the three
Southern Oregon  restaurants of $504,000 or $.25 per share net of tax, partially
offset by losses  totaling $.07 per share from the debt  repurchase,  relocation
and losses on investments.  There were no comparable transactions in the current
quarter,  which  accounts  for  the  decrease  in net  income  of  approximately
$350,000.  The Company's total assets as of July 21, 2003 were $17.9 million, an
increase of $475,000  from March 31, 2003.  In the sixteen  weeks ended July 21,
2003,  working capital increased $383,000 while notes payable decreased $94,000.
Cash provided by operating activities totaled $511,000 for the period ended July
21, 2003  compared to $249,000 for the period ended July 22, 2002.  The increase
in cash provided from  operations is primarily  attributable  to the pay down of
negative  working capital  attributable to the sale of the three Southern Oregon
units in the prior quarter.  The Company has also placed a $350,000 deposit with
the Company's primary food vendor in exchange for improved pricing.  The deposit
increased prepaid expenses and reduced cash provided by operations.  The deposit
will be returned to the Company when an electronic  funds transfer  agreement is
finalized with this food vendor.

COMPARISON  OF RESULTS OF  OPERATIONS.  The  following  discussion  and analysis
presents the  Company's  results of  operations  for the 16 weeks ended July 21,
2003 and July 22, 2002.

                                       11
<PAGE>
For the period ended July 21, 2003,  the  Company's  net income and earnings per
share  decreased  49% from  the  comparable  period  in 2002.  Net  income  as a
percentage  of total revenue  decreased  from 7.6% for the period ended July 22,
2002,  to 3.6% for the period ended July 21, 2003.  Excluding  gains and losses,
earnings before tax increased from 5.2% of sales to 5.3% of sales.




















































                                       12
<PAGE>
<TABLE>
<CAPTION>
Dollar amounts in thousands except per share          RESULTS OF OPERATIONS             RESULTS OF OPERATIONS
data (unaudited)                                   FOR THE SIXTEEN WEEKS ENDED       FOR THE SIXTEEN WEEKS ENDED
                                                          JULY 21, 2003                     JULY 22, 2002
                                                          -------------                     -------------
                                                                        Percent of                              Percent of
                                                  Amount                 Revenues         Amount                 Revenues
                                                ----------              ----------      ----------              ----------
<S>                                             <C>                     <C>             <C>                     <C>
Revenues                                          $10,059                   100.0%         $9,438                   100.0%

Restaurant costs and expenses                       8,765                    87.1           8,202                    86.9

General and administrative expenses                   671                     6.7             687                     7.3
Loss (Gain) on sale of land buildings and
equipment                                               4                     0.1           (755)                   (8.0)

Income from operations                                619                     6.1           1,304                    13.8
Non operating income (expense)                       (88)                    (0.9)          (215)                   (2.3)

Net income                                            363                     3.6             713                     7.6

Basic earnings per share                            $0.18                   $0.35

Weighted average shares outstanding             2,041,728               2,058,003
</TABLE>



<TABLE>
<CAPTION>
                                         REVENUE                       REVENUE
                               FOR THE SIXTEEN WEEKS ENDED   FOR THE SIXTEEN WEEKS ENDED
                                      JULY 21, 2003                 JULY 22, 2002
                                      -------------                 -------------

                                                Percent of                   Percent of
                                  Amount         Revenues      Amount         Revenues
                                ----------      ----------   ----------      ----------
<S>                             <C>             <C>          <C>             <C>
Restaurant operations:

Restaurant sales                   $8,547            85.0%      $8,133            86.2%
Lottery                             1,128            11.2          919             9.7
                                ----------      ----------   ----------      ----------
                                    9,675            96.2        9,052            95.9

Franchise operations                  384             3.8          386             4.1
                                ----------      ----------   ----------      ----------

Total revenue                     $10,059           100.0%      $9,438           100.0%
                                ==========      ==========   ==========      ==========
</TABLE>

REVENUES.  Revenues  for the period  ended July 21, 2003 were 6.6% more than the
comparable  period in 2002,  reflecting  increased same store sales and revenues
from three  Cooper's  Deli's  acquired  July 1, 2002.  Revenues  from same store
restaurant  operations were up 5.4% compared to the sixteen weeks ended July 22,
2002. Same store sales at the Company's  Elmer's  restaurants  were up 4.9%. The
Company  defines same store sales as  restaurants  that were  Company  owned and
operating  continuously  from April 1, 2002 through July 21, 2003.  Revenue from
franchise  operations  decreased $2,000 with decreases in initial franchise fees
largely offset by increases in royalty income.

RESTAURANT COSTS AND EXPENSES.  A comparison of restaurant costs and expenses as
a percent of revenue  for the 16 weeks ended July 21, 2003 and July 22, 2002 are
as follows:

                                       13
<PAGE>
<TABLE>
<CAPTION>
                                               RESTAURANT COSTS AND EXPENSES      RESTAURANT COSTS AND EXPENSES
                                                FOR THE SIXTEEN WEEKS ENDED        FOR THE SIXTEEN WEEKS ENDED
                                              -------------------------------    ----------------------------------
                                                JULY 21,          JULY 21,         JULY 22,             JULY 22,
                                                  2003              2003             2002                 2002
                                              --------------    -------------    --------------     ---------------
<S>                                                   <C>              <C>               <C>                 <C>
Cost of restaurant sales:
Food and beverage                                     3,100            30.8%             2,650               28.1%
Labor and related costs                               3,399            33.8%             3,421               36.3%
Restaurant operating costs                            1,379            13.7%             1,288               13.6%
Occupancy costs                                         636             6.3%               613                6.5%
Depreciation and amortization                           252             2.5%               221                2.3%
Restaurant opening and closing expenses                  --             0.0%                10                0.1%
                                              --------------    -------------    --------------     ---------------
    Total Cost of Restaurant Sales                   $8,766            87.1%            $8,203               86.9%
                                              ==============    =============    ==============     ===============
</TABLE>

The Company was operating 15 restaurants and 10 delis in 2002 and 15 restaurants
and 13 delis in 2003.  The addition of three delis to the  Company's  restaurant
portfolio had the effect of increasing  food and beverage  costs as a percentage
of sales and decreasing  labor and related costs as a percentage of sales.  Deli
operations  typically  experience  higher  food costs and lower labor costs as a
percentage  of sales,  than the  Company's  full  service  Elmer's and  Mitzel's
concepts. Food and beverage costs at the Company's Elmer's restaurants increased
0.8% of sales while labor and related costs declined 0.6%.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative ("G&A") expenses
were 6.7% of total revenue for the 16 weeks ended July 21, 2003 compared to 7.3%
in the  comparable  period in 2002.  Following  the sale of the  three  Southern
Oregon restaurants,  the Company has worked to reduce G&A expense in conjunction
with the reduction in the number of Company owned restaurants.

LOSS  (GAIN)  ON SALE OF LAND  BUILDINGS  AND  EQUIPMENT.  Gain on sale of land,
buildings and  equipment  declined from 8.0% of sales for the quarter ended July
22, 2002 to 0.1% for the current quarter. The Company sold no restaurants in the
current quarter, compared to three in the quarter ended July 22, 2002.

INCOME FROM OPERATIONS.  Income from operations  decreased $685,000 to $619,000.
Decreases in Gain on Sale of $759,000 were offset by increased contribution from
restaurant and franchise operations of $74,000.

NON-OPERATING INCOME/(EXPENSE). Non-operating expense was 0.9% of total revenues
for the 16 weeks ended July 21, 2003  compared to 2.3% of total  revenues in the
comparable period in 2002. The company had no losses on marketable securities or
debt  extinguishment in the current quarter compared to $153,000 in the year ago
period.

LIQUIDITY  AND CAPITAL  RESOURCES.  As of July 21, 2003 the Company had cash and
cash  equivalents of  approximately  $2.5 million  representing an increase from
March 31,  2003 of  approximately  $283,000.  Cash  provided by  operations  was
$511,000. Cash used in investing activities was $104,000.  Additions to property
buildings  and  equipment  of  $220,000  were  partly  offset  by net  sales  of
marketable securities and principal collected on note receivables.  Cash used in
financing activities totaled $125,000, principally payments on notes payable.

The Company's  primary  liquidity needs arise from debt service on indebtedness,
operating  lease  requirements  and the  funding  of capital  expenditures.  The
Company's  primary  source of liquidity  during the year is the operation of its
restaurants,  franchise  fees earned  from its  franchisees,  cash on hand,  and
borrowings.  As of July 21, 2003, the Company had  outstanding  indebtedness  of
$2.4 million with GE Capital,  $1.6 million in real estate debt with Wells Fargo
Bank and $650,000 in convertible notes.

In May 2003,  the Company  granted  non-executive  incentive  stock  options for
45,000 shares to employees of the Company.  The options vest over five years and
have a ten-year  term. The exercise price of $5.48 was equal to the market value
of the Company's stock on the grant date.

                                       14
<PAGE>
The Wells Fargo real estate debt  agreement  was amended June 2003  changing the
fixed  interest  rate of 8% to a  variable  interest  rate  based on  LIBOR.  In
conjunction  with this  modification,  the Company entered into an interest rate
swap  agreement,  which  effectively  fixed  the  interest  rate at  6.17%.  The
mortgages now have a weighted-average maturity of 7.5 years, bear interest at an
average of 6.0%,  require  monthly  payments of principal and interest,  and are
collateralized by three real estate assets.

The $650,000 in  convertible  notes have a remaining  maturity of  approximately
five and a half years,  bear  interest  at 10%,  require  monthly  interest-only
payments, straight line principal amortization into a Company-held sinking fund,
and are  subordinated  to the other  Company  funded debt.  The notes  include a
convertible feature that permits the holder to convert the principal of the note
into common stock at any time at $6.19 per share. The Company may call the notes
with a five percent premium beginning December 2003.

Subsequent  to the quarter end the Company  entered  into a financing  agreement
with GE Capital to fund approximately $1.6 million toward the Cornell Oaks land,
building  and  equipment.  The  loans  can  be  drawn  as  needed  to  fund  the
construction.  The loans have a variable interest rate and terms of seven and 15
years.

Certain of the Company's debt agreements require compliance with debt covenants.
The most restrictive  covenants  require the Company to maintain a maximum ratio
of total  liabilities,  excluding  subordinated debt, to tangible net worth plus
subordinated debt of 3.5 to 1.0, and a ratio of cash generation  (defined as net
income before taxes,  interest expense,  depreciation and amortization) to total
interest  expense plus the prior period current  maturities of long-term debt of
at least 2.0 to 1.0.  Management believes that the Company is in compliance with
such requirements.

Elmer's Restaurants,  Inc., like most restaurant businesses,  is able to operate
with nominal or deficit working capital because sales are for cash and inventory
turnover is rapid.  Renovation  and/or  remodeling  of existing  restaurants  is
either funded  directly from available cash or, in some  instances,  is financed
through  outside  lenders.  Construction  or acquisition  of new  restaurants is
generally, although not always, financed by outside lenders.

The  Company  believes  that it will  continue  to be  able to  obtain  adequate
financing on acceptable  terms for new restaurant  construction and acquisitions
and that cash generated from  operations  will be adequate to meet its financial
needs and to pay  operating  expenses for the  foreseeable  future,  although no
assurances can be given.

CONTRACTUAL OBLIGATIONS
         The Company makes a range of  contractual  commitments  in the ordinary
course  of  business  and in  conjunction  with  the  acquisition  and  sale  of
restaurants. The following table shows the Company's contractual obligations:

<TABLE>
<CAPTION>

                                                            Commitment expiration period
                                Total amount committed    1 year or less       1-3 years      4-5 years      5 years or more
-----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>             <C>          <C>                  <C>
Term debt                                   $4,028,432          $332,308        $698,833     $1,100,356           $1,896,935
Convertible debt                               650,000                                          650,000
Operating Leases                             5,763,827         1,372,897       2,098,798      1,116,632            1,175,500
Guarantees                                   2,292,065           266,942         569,504        361,669            1,093,950
-----------------------------------------------------------------------------------------------------------------------------
Totals                                    $12,734,324         $1,972,147      $3,367,135     $3,228,657           $4,166,385
                                          ============        ==========      ==========     ==========           ==========
</TABLE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Certain  statements in this form 10-Q  constitute  "forward-looking  statements"
which we believe are  reasonable and within the meaning of the Securities Act of
1933,  as amended and the  Securities  Exchange  Act of 1934,  as amended.  Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other  factors

                                       15
<PAGE>
relating to the Company's business,  financial  condition,  and operations which
may  cause  the  actual  results,   performance,   or  achievements  of  Elmer's
Restaurants,  Inc. (individually and collectively with its subsidiaries,  herein
the "Company") to be materially different from any future results,  performance,
or achievements  expressed or implied by such forward-looking  statements.  Such
factors  include,  among others,  the following:  general  economic and business
conditions;  the ability to accomplish  stated goals and objectives;  successful
integration of  acquisitions;  the impact of  competitive  products and pricing;
success of operating initiatives;  development and operating costs;  advertising
and promotional efforts; adverse publicity; acceptance of new product offerings;
consumer trial and frequency;  availability,  locations,  and terms of sites for
restaurant  development;  changes in  business  strategy or  development  plans;
changes in regulations  affecting  lottery  commissions;  quality of management;
availability, terms and deployment of capital; the results of financing efforts;
business  abilities  and  judgment  of  personnel;   availability  of  qualified
personnel; food, labor and employee benefit costs; changes in, or the failure to
comply  with,  government   regulations;   continued  NASDAQ  listing;   weather
conditions;  construction and remodeling schedules; and other factors referenced
in this Form 10-Q.

Market Risks
------------
The Company  invests  excess cash beyond its  working  capital  requirements  in
liquid marketable  securities.  These securities  consist primarily of corporate
and  government  bond mutual funds focusing on issues with medium and short term
maturities.  The Company  actively manages its portfolio to reduce interest rate
risk. However, an increase in interest rate levels will tend to reduce the value
of the portfolio.

Certain of the Company's outstanding financial instruments are subject to market
risks,  including  interest  rate  risk.  Such  financial  instruments  are  not
currently  subject to foreign  currency risk or commodity  price risk. A rise in
prevailing  interest rates could have adverse effects on the Company's financial
condition  and results of  operations.  The fair value of financial  instruments
approximate the book value at July 21, 2003.

ITEM 4.  CONTROLS AND PROCEDURES

The Company's  President  and its Corporate  Controller,  after  evaluating  the
effectiveness of the Company's disclosure controls and procedures (as defined in
the Securities  Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date
within 90 days of the  filing  date of this  quarterly  report on Form 10-Q (the
"Evaluation Date"), have concluded that as of the Evaluation Date, The Company's
disclosure  controls and  procedures  were adequate and effective to ensure that
material information  relating to the Company and its consolidated  subsidiaries
would be made known to them by others within those entities, particularly during
the period in which this quarterly report on Form 10-Q was being prepared.

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect the Company's  disclosure controls and
procedures  subsequent to the Evaluation Date, nor any significant  deficiencies
or material  weaknesses in such  disclosure  controls and  procedures  requiring
corrective actions. As a result, no corrective actions were taken.

                           PART II - OTHER INFORMATION


ITEM 5.  OTHER INFORMATION


In accordance  with  amendments  adopted on May 21, 1998 to Rule 14a-4 under the
Securities  and Exchange Act of 1934, if notice of a shareholder  proposal to be
raised at the annual  meeting  of  shareholders  is  received  at the  principal
executive  offices of the Company after May 15, 2004 (45 days prior to the month
and date in 2004 corresponding to the date on which the Company mailed its proxy
materials for the 2003 annual  meeting),  proxy voting on that proposal when and
if raised at the 2004 annual meeting will be subject to the discretionary voting
authority  of the  designated  proxy  holders.  Any  shareholder  proposal to be
considered  for  inclusion  in proxy

                                       16
<PAGE>
materials  for  the  Company's  2004  annual  meeting  must be  received  at the
principal executive office of the Company no later than January 21, 2004.

ITEM 6.  EXHIBITS AND REPORTS OF FORM 8-K

         a)    Exhibits:

         Exhibits  required  to be attached  by Item 601 of  Regulation  S-K are
         listed in the Index to Exhibits of this Form 10-Q and are  incorporated
         herein by this reference.

         b)    Reports on Form 8-K:
               None

                                   SIGNATURES


Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934, Elmer's Restaurants,  Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                            Elmer's Restaurants, Inc.


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





Dated: September 4, 2003






















                                       17
<PAGE>
                                  CERTIFICATION


     I, Bruce N. Davis, certify that:

     1.  I  have  reviewed  this  Quarterly  Report  on  Form  10-Q  of  Elmer's
Restaurants, Inc.;

     2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this Quarterly  Report,  fairly present in all material
respect the financial  condition,  results of  operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

     4. The  registrant's  other  certifying  officer and I am  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                   (a)  designed  such  disclosure  controls and  procedures  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being prepared;

                   (b)  evaluated   the   effectiveness   of  the   registrant's
disclosure  controls  and  procedures  as of a date  within 90 days prior to the
filing date of this Quarterly Report (the "Evaluation Date"); and

                   (c) presented in this Quarterly Report our conclusions  about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date.

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the Audit Committee
of  registrant's  Board of  Directors  (or  persons  performing  the  equivalent
function):

                   (a) all  significant  deficiencies in the design or operation
of internal  controls which could adversely affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                   (b)  any  fraud,  whether  or  not  material,  that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls.

     6. The registrant's  other certifying  officer and I have indicated in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


/s/ BRUCE N. DAVIS
------------------
Bruce N. Davis
Chief Executive Officer and President
September 4, 2003


                                       18
<PAGE>
                                  CERTIFICATION


     I, Dennis R. Miller, certify that:

     1.  I  have  reviewed  this  Quarterly  Report  on  Form  10-Q  of  Elmer's
Restaurants, Inc.;

     2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this Quarterly  Report,  fairly present in all material
respect the financial  condition,  results of  operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

     4. The  registrant's  other  certifying  officer and I am  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                   (a)  designed  such  disclosure  controls and  procedures  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being prepared;

                   (b)  evaluated   the   effectiveness   of  the   registrant's
disclosure  controls  and  procedures  as of a date  within 90 days prior to the
filing date of this Quarterly Report (the "Evaluation Date"); and

                   (c) presented in this Quarterly Report our conclusions  about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date.

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the Audit Committee
of  registrant's  Board of  Directors  (or  persons  performing  the  equivalent
function):

                   (a) all  significant  deficiencies in the design or operation
of internal  controls which could adversely affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                   (b)  any  fraud,  whether  or  not  material,  that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls.

     6. The registrant's  other certifying  officer and I have indicated in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ DENNIS R. MILLER
--------------------
Dennis R. Miller
Corporate Controller
September 4, 2003


                                       19
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                                                         Sequential
  No.                      Description                                          Page No.

<S>     <C>                                                                     <C>
3 (i) * Restated Articles of Incorporation of the Company  (Incorporated  herein
by reference  from Exhibit No. 3.1 to the  Company's  Annual Report on Form 10-K
for the year ended March 31, 1988.)

3 (ii) * By-Laws of the Company, as amended.  (Incorporated  herein by reference
from Exhibit 3.2 of the Company's  Annual Report on Form 10-K for the year ended
March 31, 1990.)

99.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
         of Chief Executive Officer.                                               20

99.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
         of Corporate Controller.                                                  20
</TABLE>


































                                       20
<PAGE>
                                                                    Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Elmer's  Restaurants,  Inc. (the
"Company")  on Form 10-Q for the period  ended  July 21,  2003 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Bruce
N.  Davis,  President  and Chief  Executive  Officer  of the  Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ BRUCE N. DAVIS
------------------
Bruce N. Davis
Chief Executive Officer and President
September 4, 2003


                                                                    Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Elmer's  Restaurants,  Inc. (the
"Company")  on Form 10-Q for the period  ended  July 21,  2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Dennis
R. Miller, Corporate Controller of the Company,  certify,  pursuant to 18 U.S.C.
ss.  1350,  as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ DENNIS R. MILLER
--------------------
Dennis R. Miller
Corporate Controller
September 4, 2003


                                       21