SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
         ENDED SEPTEMBER 30, 1997 OR

[ ]      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                   (I.R.S. Employer
            of incorporation or                      Identification No.)
               organization


            11802 S.E. Stark St.
              P.O. Box 16938
             Portland, Oregon                            97292-0938
 (Address of principal executive offices)                (Zip Code)

                                 (503) 252-1485
              (Registrant's telephone number, including area code)

                     P.O. Box 16595, Portland, Oregon 97216
              (Former name, former address and former fiscal year,
                         if changed since 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 [X] No [ ]

   Number of shares of Common Stock outstanding at November 4, 1997: 1,404,686
<PAGE>
                            ELMER'S RESTAURANTS, INC.

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART I.   FINANCIAL INFORMATION

Item 1.     Financial Statements
            Condensed Consolidated Balance Sheets,                           1
                 September 30, 1997 (Unaudited) and
                 March 31, 1997

            Condensed Consolidated Statements of Income,                     2
                 six months and three ended September 30, 1997
                 and 1996 (Unaudited)

            Condensed Consolidated Statements of Cash Flows,                 3
                 six months ended September 30, 1997 and 1996
                 (Unaudited)

            Notes to Condensed Consolidated Financial                       4-5
                 Statements (Unaudited)

Signatures                                                                   6
<PAGE>
<TABLE>
<CAPTION>
                            ELMER'S RESTAURANTS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                             September 30, 1997           March 31, 1997
                                                             ------------------           --------------
                                                                 (Unaudited)
ASSETS
<S>                                                                  <C>                      <C>       
Cash and cash equivalents                                            $1,751,316               $1,678,876

Accounts receivable                                                     217,736                  159,904

Note receivable-related party                                            69,880                   69,880

Inventories                                                             224,369                  203,115

Prepaid expenses and deposits                                           139,432                  126,099
                                                                     ----------               ----------
         Total current assets                                         2,402,733                2,237,874

Property, buildings and equipment - net                               4,726,838                4,738,012

Intangible assets - net                                               1,018,031                1,062,419

Other assets                                                             72,405                   70,660
                                                                     ----------               ----------
         Total assets                                                $8,220,007               $8,108,965
                                                                     ==========               ==========
LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable - current portions                                     $  467,653               $  495,581

Accounts payable                                                        625,714                  631,639

Other current liabilities                                               379,320                  323,080
                                                                     ----------               ----------
         Total current liabilities                                    1,472,687                1,450,300

Long-term liabilities                                                 3,230,934                3,449,255
                                                                     ----------               ----------
         Total liabilities                                            4,703,621                4,899,555
                                                                     ----------               ----------
Common stock                                                          1,518,098                1,518,098

Retained earnings                                                     1,998,288                1,691,312
                                                                     ----------               ----------
         Total shareholders' equity                                   3,516,386                3,209,410
                                                                     ----------               ----------
         Total liabilities and shareholders' equity                  $8,220,007               $8,108,965
                                                                     ==========               ==========

               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.
</TABLE>

                                       (1)
<PAGE>
<TABLE>
<CAPTION>
                            ELMER'S RESTAURANTS, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                                                                Six Months Ended                        Three Months Ended
                                                                  September 30,                           September 30,
                                                         ------------------------------          ------------------------------
                                                               1997                1996                1997                1996
                                                         ----------          ----------          ----------          ----------
<S>                                                      <C>                 <C>                 <C>                 <C>       
REVENUES:
    Restaurant sales                                     $7,838,609          $7,675,981          $3,920,227          $3,905,181
    Franchise operations                                    326,169             331,469             172,842             169,885
    Lottery                                                  70,014                 ---              38,316                 ---
                                                         -----------         -----------         -----------         ----------
                                                          8,234,792           8,007,450           4,131,385           4,075,066
                                                         ----------          ----------          ----------          ----------
COSTS AND EXPENSES:
    Cost of restaurant sales                              4,875,104           4,763,812           2,458,880           2,433,352
    Occupancy costs                                         496,696             497,817             251,904             251,605
    Depreciation and amortization                           327,138             342,924             163,569             171,462
    General and administrative
    expenses                                              1,935,204           1,919,825             973,310             962,825
                                                         ----------          ----------          ----------          ----------
                                                          7,634,142           7,524,378           3,847,663           3,819,244
                                                         ----------          ----------          ----------          ----------
INCOME FROM OPERATIONS
BEFORE OTHER INCOME
(EXPENSE)                                                   600,650             483,072             283,722             255,882
OTHER INCOME (EXPENSE):
    Other income                                             32,894              29,696              17,134              15,669
    Interest expense                                      (168,418)           (179,617)            (83,219)            (90,546)
                                                         ----------          ----------          ----------          ----------
    Income before income taxes                              465,126             333,151             217,637             180,945
    Provision for income taxes                            (158,150)           (113,300)            (74,005)            (61,550)
                                                         ----------          ----------          ----------          ----------
NET INCOME                                               $  306,976            $219,851          $  143,632          $  119,395
                                                         ==========          ==========          ==========          ==========
PER SHARE DATA:
    Net income                                           $     0.22          $     0.15          $     0.10          $     0.08
                                                         ==========          ==========          ==========          ==========
    Weighted average number of                            1,404,686           1,493,585           1,404,686           1,487,969
                                                         ==========          ==========          ==========          ==========
    common shares outstanding


               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.
</TABLE>

                                       (2)
<PAGE>
<TABLE>
<CAPTION>
                            ELMER'S RESTAURANTS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                               Six Months Ended
                                                                                                 September 30,
                                                                                        ------------------------------
                                                                                              1997                1996
                                                                                        ----------          ----------
<S>                                                                                     <C>                 <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                                              $  306,976          $  219,851

    Adjustments to reconcile net income to net cash

    provided by operating activities:

    Depreciation                                                                           282,750             294,360

    Amortization                                                                            44,388              48,564

Changes in assets and liabilities:

    Accounts receivable                                                                    (57,832)            (71,334)

    Inventories                                                                            (21,254)            (20,044)

    Prepaid expenses and deposits                                                          (13,333)             14,829

    Accounts payable                                                                        (5,925)            (11,985)

    Other current liabilities                                                               56,240              15,172
                                                                                        ----------          ----------
        Net cash provided by operating activities                                          592,010             489,413
                                                                                        ----------          ----------
CASH FLOWS FROM INVESTING ACTIVITIES:

    Additions to property, buildings and equipment                                        (271,576)           (188,064)

    Net cash used by investing activities                                                 (271,576)           (188,064)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from notes payable                                                                                100,000

    Payments on notes payable                                                             (246,249)           (236,707)

    Repurchase of common stock                                                                                 (34,700)

    Other assets                                                                            (1,745)             18,423
                                                                                        ----------          ----------
        Net cash used in financing activities                                             (247,994)           (152,984)

        Net increase in cash and cash equivalents                                           72,440             148,365

Cash and cash equivalents, beginning of period                                           1,678,876           1,370,829
                                                                                        ----------          ----------
Cash and cash equivalents, end of period                                                $1,751,316          $1,519,194
                                                                                        ==========          ==========
Supplemental disclosures of cash flow information:

Cash paid during the period for:

    Interest                                                                            $  168,418          $  179,617
                                                                                        ==========          ==========
    Income taxes                                                                        $  149,795          $   80,900
                                                                                        ==========          ==========

               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.
</TABLE>

                                       (3)
<PAGE>
                            ELMER'S RESTAURANTS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


1.   Basis of Presentation

     The accompanying unaudited financial statements have been prepared by
Elmer's Restaurants, Inc.("the Company") in accordance with the rules and
regulations of the Securities and Exchange commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with such rules and regulations. The March 31, 1997
balance sheet was derived from the audited financial statement, but does not
include all of the disclosures required by generally accepted accounting
principles. In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company,
and its results of operations and cash flows. These financial statements should
be read in conjunction with the audited financial statements and notes thereto
for the years ended March 31, 1997, 1996 and 1995 included in the Company's
Annual Report on Form 10-K for the year ended March 31, 1997.

     The results of operations for the six months ended September 30, 1997 are
not necessarily indicative of the results that may be expected for the year
ending March 31, 1998 or any other future interim period.


2.   Impact of Recently Issued Accounting Standards

     In February 1997 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128") and Statement of Financial Accounting Standards No. 129, "Disclosure of
Information about Capital Structure" ("SFAS 129"), which are effective for the
Company's 1998 fiscal year. The Company's management has studied the
implications of SFAS 128 and SFAS 129 and, based on the initial evaluation, does
not expect the adoption to have a material impact on the Company's financial
condition or results of operations.

     In June 1997 FASB issued SFAS No. 130, "Comprehensive Income, " which
becomes effective in 1998 and requires reclassification of earlier financial
statements for comparative purposes. SFAS No. 130 requires that changes in the
amounts of certain items, including foreign currency translation adjustments and
gains and losses on certain securities, be shown in the financial statements.
SFAS No. 130 does not require a specific format for the financial statement in
which comprehensive income is reported, but does require that an amount

                                       (4)
<PAGE>
representing total comprehensive income be reported in that statement.
Management has not yet determined the effect, if any, of SFAS No. 130 on the
consolidated financial statements.

     Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information". This Statement will change
the way public companies report information about segments of their business in
their annual financial statements and requires them to report selected segment
information in their quarterly reports issued to shareholders. It also requires
entity-wide disclosures about the products and services an entity provides, the
material countries in which it holds assets and reports revenues, and its major
customers. The Statement is effective for fiscal years beginning after December
15, 1997. Management has not yet determined the effect, if any, of SFAS No. 131
on the consolidated financial statements.

                                       (5)
<PAGE>
                                   SIGNATURES



                                       ANITA GOLDBERG
                                       -----------------------------------------
                                       Anita Goldberg, President


                                       JUANITA NELSON
                                       -----------------------------------------
                                       Juanita Nelson, Asst.Sec./Controller
                                       (Principal Accounting Officer)


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