================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A


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

         FOR THE QUARTERLY PERIOD ENDED JANUARY 7, 2002 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 OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)


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

Number of shares of Common Stock outstanding at February 19, 2002: 1,960,032
================================================================================
<PAGE>


                                INTRODUCTORY NOTE

     This amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q as
filed by the Registrant on February 21, 2002, is being filed to amend the
Balance Sheet to correct a title error in the common stock caption. The
remainder of the document remains as filed.

<PAGE>

                            ELMER'S RESTAURANTS, INC.
                            -------------------------

                                      INDEX








                                                                           PAGE
                                                                          NUMBER
                                                                          ------
PART I:  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets, January 7,          3
                  2002 (Unaudited) and April 2, 2001

                  Condensed Consolidated Statements of Income,               4
                  12 and 40 weeks ended January 7, 2002
                  (Unaudited) and January 8, 2001 (Unaudited)

                  Condensed Consolidated Statements of Cash Flows,           5
                  40 weeks ended January 7, 2002 (Unaudited) and
                  January 8, 2001 (Unaudited)

                  Notes to Condensed Consolidated Financial Statements       6
                  (Unaudited)

         Item 2.  Management's Discussion and Analysis of Financial          6-9
                  Statements (Unaudited)

         Item 3.  Quantitative and Qualitative Disclosures about             10
                  Market Risk


PART II: OTHER INFORMATION AND SIGNATURES

         Item 5.  Other Information                                          10

         Item 6.  Exhibits and Reports on Form 8-K                           11

                  Signatures                                                 11













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


                                                    January 7,       April 2,
                                                       2002            2001
                                                   ------------    ------------
                                                    (Unaudited)
                                     ASSETS

Current assets:
  Cash and cash equivalents                        $    740,964    $  1,141,016
  Marketable securities                               1,175,064              --
  Accounts receivable                                   257,078         337,266
  Notes receivable - related parties,
    current portion                                     247,729         180,213
  Inventories                                           397,071         368,059
  Prepaid expenses and other                            245,718         237,681
  Income taxes receivable                               111,350          61,625
                                                   ------------    ------------
      Total current assets                            3,174,974       2,325,860

  Notes receivable - related parties,
    net of current portion                              122,745         203,045
  Property, buildings and equipment, net              7,712,113       8,441,867
  Intangible assets, net of accumulated
   amortization of $362,244 and $241,925              5,424,283       5,280,714
  Other assets                                          151,736         122,661
                                                   ------------    ------------
      Total assets                                 $ 16,585,851    $ 16,374,147
                                                   ============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Notes payable, current portion                   $    259,485    $    569,327
  Accounts payable                                    1,461,678       1,389,195
  Accrued expenses                                      156,994         209,821
  Accrued payroll and related taxes                     440,830         390,825
                                                   ------------    ------------
      Total current liabilities                       2,318,987       2,559,168

 Notes payable, net of current portion                5,446,020       5,798,769
 Deferred income taxes                                  772,000         772,000
                                                   ------------    ------------
      Total liabilities                               8,537,007       9,129,937
                                                   ------------    ------------
Commitments and contingencies

Shareholders' equity


  Common stock, no par value; 10,000,000
  shares authorized, 1,960,032 and 1,962,032
  shares issued and outstanding at January 7
  2002, and April 2, 2001 respectively.               6,861,790       6,871,190
  Retained earnings                                   1,187,054         373,020
                                                   ------------    ------------


      Total shareholders' equity                      8,048,844       7,244,210
                                                   ------------    ------------
      Total liabilities and shareholders' equity   $ 16,585,851    $ 16,374,147
                                                   ============    ============

          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 INCOME

<TABLE><CAPTION>
                                                For the forty weeks ended      For the twelve weeks ended
                                              ----------------------------    ----------------------------
                                               January 7,      January 8,      January 7,      January 8,
                                                  2002            2001            2002            2001
                                              ------------    ------------    ------------    ------------
                                               (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
<S>                                           <C>             <C>             <C>             <C>
REVENUES                                      $ 26,366,999    $ 18,499,018    $  7,905,618    $  5,809,505
                                              ------------    ------------    ------------    ------------
COSTS AND EXPENSES:

  Cost of restaurant sales:
     Food and beverage                           7,489,687       5,152,012       2,239,124       1,602,352
     Labor and related costs                     8,240,943       5,767,459       2,311,340       1,796,491
  Occupancy costs                                1,643,527       1,112,978         508,807         409,103
  Depreciation and amortization                    592,099         529,609         200,211         170,860
  Restaurant opening and closing expenses           68,338         131,746               -         101,779
  General and administrative expenses            6,720,215       4,322,222       2,166,376       1,364,993
                                              ------------    ------------    ------------    ------------
                                                24,754,809      17,016,026       7,425,858       5,445,578
                                              ------------    ------------    ------------    ------------

INCOME FROM OPERATIONS                           1,612,190       1,482,992         479,760         363,927

OTHER INCOME (EXPENSE):

  Interest income                                   78,995         103,446          21,163          24,304
  Interest expense                                (442,621)       (434,162)       (128,302)       (133,217)
  Loss on disposition of assets                     (5,764)         22,936          (1,717)         22,936
                                              ------------    ------------    ------------    ------------
  Income before provision for income taxes       1,242,800       1,175,212         370,904         277,950

  Income tax provision                            (428,766)       (405,448)       (127,962)        (95,892)
                                              ------------    ------------    ------------    ------------
Net Income                                    $    814,034    $    769,764    $    242,942    $    182,058
                                              ============    ============    ============    ============
PER SHARE DATA:

  Net income per share - Basic                $       0.42    $       0.42    $       0.12    $       0.10
                                              ============    ============    ============    ============
  Weighted average number of
  common shares outstanding - Basic              1,961,153       1,844,074       1,960,003       1,872,241
                                              ============    ============    ============    ============


  Net income per share - Diluted              $       0.41    $       0.41    $       0.12    $       0.10
                                              ------------    ------------    ------------    ------------
  Weighted average number of
  common shares outstanding - Diluted            1,984,203       1,881,914       1,983,686       1,903,965
                                              ============    ============    ============    ============
</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

                                                    For the forty weeks ended
                                                  ----------------------------
                                                   January 7,      January 8,
                                                      2002            2001
                                                  ------------    ------------
                                                   (Unaudited)     (Unaudited)
Cash flows from operating activities:
Net income                                        $    814,034    $    769,764
  Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                     592,099         529,609
     (Gain) loss on disposition of assets                5,764         (22,936)
  Changes in assets and liabilities:
     Current assets                                     43,139              --
     Other assets                                      (29,075)       (333,163)
     Accounts payable and accrued expenses              69,661         669,625
     Income taxes                                      (49,725)       (311,128)
                                                  ------------    ------------
       Net cash provided by operating activities     1,445,897       1,301,771
                                                  ------------    ------------

Cash flows from investing activities:
  Net investment in maketable securities            (1,175,064)
  Additions to property, buildings and equipment      (774,624)     (1,006,864)
  Business acuisition, net of cash acquired                 --      (1,379,683)
  Proceeds from sale of assets                         906,515              --
  Additions to intangible assets                      (143,569)             --
  Issuance of note receivable                         (110,535)       (200,000)
  Principal collected on note receivables              123,319          11,193
                                                  ------------    ------------
       Net cash used in investing activities        (1,173,958)     (2,575,354)
                                                  ------------    ------------
Cash flows from financing activities:
  Repurchase of common stock                            (9,400)             --
  Issuance of ten year term notes                    2,806,944              --
  Issuance of 10% convertable notes                         --       1,300,000
  Retirement of term debt                           (3,224,865)             --
  Payments on notes payable                           (244,670)       (488,672)
                                                  ------------    ------------
       Net cash used in financing activities          (671,991)        811,328
                                                  ------------    ------------

       Net decrease in cash and cash equivalents      (400,052)       (462,255)

Cash and cash equivalents, beginning of period       1,141,016       1,640,210
                                                  ------------    ------------
Cash and cash equivalents, end of period          $    740,964    $  1,177,955
                                                  ============    ============

Supplemental disclosures of cash flow information:
Cash paid during the period for:
  Interest                                        $    442,621    $    434,162
                                                  ============    ============
  Income taxes                                    $    478,491    $    716,576
                                                  ============    ============

          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 April
2, 2001. Operating results reflected in the interim consolidated financial
statements are not necessarily indicative of the results that may be expected
for the year ended April 1, 2002.

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.

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 will be evaluated against this new criteria and may
result in certain intangibles being subsumed into goodwill, or alternatively,
amounts initially recorded as goodwill may be separately identified and
recognized apart from goodwill. Management does not believe that adoption of
SFAS No. 141 will have a material effect on the condensed consolidated financial
statements. 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 indefinite
life) will not be amortized into results of operations, but instead 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 has adopted the provisions of SFAS No. 142 beginning April 3, 2001.
These standards only permit prospective application of the new accounting;
accordingly adoption of these standards will not affect previously reported
financial information. The principal effect of implementing SFAS No. 142 was the
cessation of the amortization of goodwill in the current period; however,
impairment reviews may result in future write-downs. Any impairment losses for
goodwill and certain intangibles that arise from the initial application of the
SFAS will be reported as a cumulative effect of a change in accounting
principle. The Company has not determined the effect of the initial application
at this time. Goodwill amortization in the previous comparable 40 week period
amounted to $119,000 or $.06 per diluted share.

All net income per share amounts and weighted average number of common shares
outstanding have been retroactively adjusted to reflect a 10% stock dividend,
which had a record date in August 2000.


                         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.
Lunch. Dinner." and "Mitzel's American Kitchen" and an operator of delicatessen
restaurants under the names "Ashley's" and "Richard's Deli and Pub." The Company
is an Oregon corporation

                                        6
<PAGE>
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 reached a termination agreement with a Montana franchisee in October
2001. The Company has signed a franchise agreement for a new location in Nampa,
Idaho. This location is expected to open in April 2002.

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--featuring large portions of high quality, signature "comfort"foods."

HIGHLIGHTS OF HISTORICAL RESULTS. The Company reported net income of $242,942
and $814,034 or $.12 and $.42 in basic earnings per share for the 12 and 40 week
period ended January 7, 2002. These results are compared to reported net income
of $182,058 and $769,764, or $.10 and $.42 per share for the 12 and 40 week
period ended January 8, 2001. The approximately $61,000 and $44,000 increases in
net income for the 12 and 40 weeks ended January 7, 2002 are largely
attributable to lower restaurant opening and closing expenses. The Company's
total assets as of January 7, 2002 were $16.6 million, which is a increase of
approximately $211,000 over total assets as of April 2, 2001. In the 40 weeks
ended January 7, 2002, working capital increased approximately $1.1 million
while notes payable (net of current portion) decreased $353,000. Cash provided
by operating activities totaled $1,445,897 for the 40 weeks ended January 7,
2002 compared to $1,301,771 for the 40 weeks ended January 8, 2001.

COMPARISON OF RESULTS OF OPERATIONS. The following discussion and analysis
presents the Company's results of operations for the 12 and 40 weeks ended
January 7, 2002 and the 12 and 40 weeks ending January 8, 2001 respectively.

For the 12 and 40 week periods ended January 7, 2002, the Company's net income
increased 33% and 6% from the comparable periods in 2001. Net income as a
percentage of total revenue decreased from 4.2% for the 40 week period ended
January 8, 2001, to 3.1% for the 40 weeks ended January 7, 2002. For both the
twelve week periods ended January 7, 2002 and January 8, 2001 net income as a
percentage of revenues was 3.1%.

                                RESULTS OF OPERATIONS     RESULTS OF OPERATIONS
Dollar amounts in thousands       FOR THE 40 WEEKS           FOR THE 40 WEEKS
  except per share data         ENDED JANUARY 7, 2002     ENDED JANUARY 8, 2001
                                ---------------------     --------------------
                                           Percent of                Percent of
                                 Amount     Revenues       Amount     Revenues
                                -------     --------      -------     --------
Revenues                        $26,367      100.0%       $18,499      100.0%
Restaurant costs and expenses    18,035       68.4         12,694       68.6
General and administrative
  expenses                        6,720       25.5          4,322       23.4
Operating income                  1,612        6.1          1,483        8.0
Non operating income (expense)     (369)      (1.4)          (308)      (1.7)
Net income                          814        3.1            770        4.2

Basic earnings per share          $0.42                     $0.42

                                        7
<PAGE>
REVENUES. Revenues for the 12 and 40 weeks ended January 7, 2002 were 36.1% and
42.5% greater, respectively, than the comparable period in 2001, reflecting the
additional seven operating restaurants for most of the current year. Revenues
from same store restaurant operations showed an increase of 1.7% and a decrease
of 0.6% for the 12 and 40 weeks ended January 7, 2002 over the comparable period
in 2001.

Dollar amounts          REVENUES FOR THE 40 WEEKS     REVENUES FOR THE 40 WEEKS
in thousands              ENDED JANUARY 7, 2002         ENDED JANUARY 8, 2001
                          --------------------          --------------------
                                     Percent of                    Percent of
                           Amount     Revenues           Amount     Revenues
                          -------     --------          -------     --------
Restaurant operations:
Restaurant sales          $22,785        86.4%          $15,333        82.9%
Lottery                     2,638        10.0             2,579        13.9
                          -------     --------          -------     --------
                           25,423        96.4            17,912        96.8
Franchise operations          944         3.6               587         3.2
                          -------     --------          -------     --------
Total  revenue            $26,367       100.0%          $18,499       100.0%
                          =======     ========          =======     ========

RESTAURANT COSTS AND EXPENSES. Restaurant costs and expenses, which consists of
five categories including food, beverage and supply costs, labor and labor
related costs, occupancy costs, and depreciation and amortization, and
restaurant opening and closing expenses decreased to 66.5% and 68.4% of revenue
for the 12 and 40 weeks ended January 7, 2002, respectively, compared to 70.2%
and 68.6% for the 12 and 40 weeks ended January 8, 2001. Food, beverage and
supply costs as a percentage of total revenues were 28.3% and 28.4% for the 12
and 40 weeks ended January 7, 2002 compared to 27.6% and 27.9% for the
comparable period in 2001. Labor expenses totaled 29.2% and 31.3% of revenues
for the 12 and 40 weeks ended January 7, 2002 compared to 30.9% and 31.2% of
revenues for the 12 and 40 weeks ended January 8, 2001. Occupancy costs as a
percentage of revenues decreased from 7.0% and 6.0% for the 12 and 40 weeks
ended January 8, 2001 to 6.4% and 6.2% for the 12 and 40 weeks ended January 7,
2002. Due to the elimination of amortization expense pursuant to the adoption of
SFAS No. 142., depreciation and amortization expense as a percentage of revenues
dropped from 2.9% for the 12 and 40 weeks ended January 8, 2001 to 2.5% and 2.2%
for both the 12 and 40 weeks ended January 7, 2002

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative ("G&A") expenses
were 27.4% and 25.5% of total revenue for the 12 and 40 weeks ended January 7,
2002 compared to 23.5% and 23.4% of revenues in the comparable period in 2001.
G&A expense has increased as a result of implementation costs for a upgraded
accounting package and other support costs.

NON-OPERATING EXPENSE. Non-operating expense was 1.4% of total revenues for both
the 12 and 40 weeks ended January 7, 2002 compared to 1.5% and 1.7% of total
revenues in the comparable period in 2001.

LIQUIDITY AND CAPITAL RESOURCES. As of January 7, 2002, the Company had cash and
equivalents of approximately $741,000 representing a decrease from April 2, 2001
of approximately $400,000. The decrease resulted from cash used to acquire and
remodel the new Roseburg Elmer's, as well as the investment of excess working
capital in marketable securities. Cash used by financing activities was
approximately $672,000 including $435,000 used to retire the mortgage on the
Gresham property. Cash used in investing activities was approximately
$1,168,000, principally for investments in marketable securities. Proceeds from
the sale of the Gresham property were largely offset by acquisition and remodel
of the Roseburg property and notes receivable as well as ordinary capital
expenditures.
                                        8
<PAGE>

The Company repurchased 2000 shares of its common stock during the second
quarter. These purchases were made in the NASDAQ market through the Company's
broker. The board of directors has authorized the Company to repurchase shares
valued, in aggregate, at less than $300,000. This authorization is ongoing and
the Company may from time to time make additional purchases.

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 was the operation of its
restaurants, franchise fees earned from its franchisees, cash on hand, and
borrowings. As of January 7, 2002, the Company had outstanding indebtedness of
$2.7 million with GE Capital, $1.6 million in real estate debt with Wells Fargo
and $1.3 million in convertible notes.

The GE Capital loan was originated in June 2001 with proceeds used to retire
(without penalty) approximately $1.55 million in Wells Fargo term debt and $1.25
million in a term loan facility with Eagles View Management. The GE Capital loan
fully amortizes over ten years, $1.80 million of the loan has a fixed interest
rate of 8.95%. Interest is variable at 385 basis points over 30 day commercial
paper (currently approximately 5.9%) on the remaining $1.00 million portion of
the note. The variable portion of the note can be fixed (385 basis points above
five-year treasuries) without penalty within the first two years. In addition,
GE Capital has provided the Company with an option (expiring May 31, 2002) for
up to $1.5 million of additional financing on similar terms for the Company's
growth purposes. No amounts had been drawn on the $1.5 million facility as of
January 7, 2002. The loan is collateralized by substantially all of the assets
owned by Elmer's Restaurants, Inc. (except for real estate assets).

The remaining Wells Fargo real estate debt has a weighted-average maturity of
eight years, bears interest at an average of 8.18%, requires monthly payments of
principal and interest, and is collateralized by three real estate properties.

The $1.3 million of convertible notes have a remaining maturity of approximately
six years, bear interest at 10%, requires 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 $6.50 per share.

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 3.25 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 2.25 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.

                                        9
<PAGE>
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 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 effecting 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.

The Company invests excess cash beyond its working capital requirements in
liquid marketable securities. These securities include corporate and government
bond mutual funds focusing on issues with medium and short term maturities.
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. The
Company's major market risk exposure is potential loss arising from changing
interest rates and the impact of such changes on its long-term debt. Of the
Company's long-term debt outstanding at January 7, 2002, Principal of $967,000
was accruing interest at a variable rate of 3.85% over 30 day Commercial Paper.
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 approximated the book value at January 7, 2002.


                           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, 2002 (45 days prior to the month
and date in 2001 corresponding to the date on which the Company mailed its proxy
materials for the 2001 annual meeting), proxy voting on that proposal when and
if raised at the 2002 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 materials for the Company's 2002 annual
meeting must be received at the principal executive office of the Company no
later than May 15, 2002.

August 9, 2000 the board of directors approved a 10% stock dividend payable to
shareholders of record as of August 18, 2000. The board directed that the
dividend be paid on September 15, 2000 and that no consideration for fractional
shares be issued or paid.

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<PAGE>

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/ WILLIAM W. SERVICE
                                               -------------------------
                                               William W. Service
                                               Chief Executive Officer


Dated: February 19, 2002































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<PAGE>

                                  EXHIBIT INDEX


Exhibit                                                               Sequential
  No.                          Description                             Page No.
-------                        -----------                             --------


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.)









































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