content: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2003
                                                     REGISTRATION NO. 333-
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                              ELMER'S RESTAURANTS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
  
                OREGON                                        93-0836824
     (STATE OR OTHER JURISDICTION                (IRS EMPLOYER IDENTIFICATION NO.)
  OF INCORPORATION OR ORGANIZATION)
  
  
                               11802 S.E. STARK STREET
                                 PORTLAND, OR 97216
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
  
                  ELMER'S RESTAURANTS, INC. 1999 STOCK OPTION PLAN
                             (FULL TITLE OF THE PLAN(S))
  
  
                                   BRUCE N. DAVIS
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                              ELMER'S RESTAURANTS, INC.
                               11802 S.E. STARK STREET
                               PORTLAND, OREGON 97216
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                   (503) 252-1485
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
  <TABLE>
  <CAPTION>
                           CALCULATION OF REGISTRATION FEE
  
  
  TITLE OF SECURITIES TO BE              AMOUNT TO BE           PROPOSED MAXIMUM             PROPOSED MAXIMUM            AMOUNT OF
  REGISTERED                            REGISTERED(1)       OFFERING PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                   <C>                         <C>                       <C>                       <C>
  Elmer's Restaurants, Inc. 1999
  Stock Option Plan
  Common Stock, $0.001 par value          546,000 shares              $4.74                     $2,588,040                $209.37
  </TABLE>
  
  
  (1)   This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Elmer's Restaurants, Inc.
        1999 Stock Option Plan, by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        Registrant's receipt of consideration which results in an increase in the
        number of the outstanding shares of Registrant's Common Stock.
  
  (2)   Estimated solely for purposes of computing the registration fee in
        accordance with Rule 457(h) of the Securities Act of 1933, as amended, on
        the basis of the weighted average exercise price of $4.74 per share of the
        outstanding options.
  <PAGE>
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The documents containing the information specified in Part I of Form
  S-8 (plan information and registrant information and employee plan annual
  information) will be sent or given to employees as specified by Securities and
  Exchange Commisision Rule 428(b)(1). Such documents need not be filed with the
  Securities and Exchange Commission either as part of this Registration Statement
  or as prospectuses or prospectus supplements pursuant to Rule 424. These
  documents and the documents incorporated by reference in this Registration
  Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
  constitute a prospectus that meets the requirements of Section 10(a) of the
  Securities Act of 1933, as amended.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.    Incorporation of Documents by Reference
             ---------------------------------------
  
  Elmer's Restaurants, Inc. (the "Registrant") hereby incorporates by reference
  into this Registration Statement the following documents previously filed with
  the Securities and Exchange Commission (the "Commission"):
  
  
        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
        ended March 31, 2003 filed with the Commission on June 25, 2003,
        pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
        (the "1934 Act");
  
  
        (b)     All other reports filed pursuant to Section 13(a) or 15(d) of the
        Exchange Act since the end of the fiscal year covered by the
        Registrant's Annual Report referred to in (a) above
  
  
        (c)    The description of the Registrant's Common Stock which is contained
        in its Registration Statement on Form S-18 dated June 7, 1985
        including any amendment or report filed for the purpose of updating such
        description.
  
           All reports and definitive proxy or information statements filed by the
  Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
  the 1934 Act after the date of this Registration Statement and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which de-registers all securities then remaining unsold
  shall be deemed to be incorporated by reference into this Registration Statement
  and to be a part hereof from the date of filing of such documents. Unless
  expressly incorporated into this Registration Statement, a report furnished on
  Form 8-K shall not be incorporated by reference into this Registration
  Statement. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any subsequently filed document which also is deemed to
  be incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  Item 4.    Description of Securities
             -------------------------
  
  Not applicable.
  
  Item 5.    Interests of Named Experts and Counsel
             --------------------------------------
  
  Not applicable.
  
  Item 6.    Indemnification of Directors and Officers
             -----------------------------------------
  
  Article VII of the Registrant's Restated Articles of Incorporation (the
  "Articles") requires indemnification of current or former directors to the
  extent permitted by the Oregon Business Corporation Act. (the "Act"). The Act
  permits or requires indemnification of directors and officers in certain
  circumstances. The effects of the Articles and the Act (the "Indemnification
  Provisions") are summarized as follows:
  
  (a) The Indemnification Provisions grant a right of indemnification of any
  proceeding (other than an action by or in the right of the Registrant), if the
  person acted in good faith and in a manner the person reasonably believed to be
  in or not opposed to the best interests of the Registrant, was not adjudged
  liable on the basis of receipt of an improper personal benefit, and with respect
  to any criminal action or proceeding, had no reasonable cause to believe the
  conduct was unlawful. The termination of a proceeding by judgment, order,
  settlement, conviction or pleas of nolo contendere, or its equivalent, is not,
  of itself, determinative that the person did not meet the required standards of
  conduct;
  
  (b) The Indemnification Provisions grant a right of indemnification in respect
  of any proceeding by or in the right of the Company against the expenses
  (including attorney fees) actually and reasonably incurred if the person
  concerned acted in good faith and in a manner the person reasonably believed to
  be in or not opposed to the best interests of the Company, except that no right
  of indemnification will be granted if the person is adjudged to be liable to the
  Company.
  
  (c) Every person who has been wholly successful, on the merits or otherwise, in
  the defense of any proceeding to which the person was a party because of the
  person's status as a director or officer of a controversy described in (a) or
  (b) above is entitled to indemnification as a matter of right.
  
  (d) Because the limits of permissible indemnification under Oregon law are not
  clearly defined, the Indemnification Provisions may provide indemnification
  broader than that described in (a) and (b).
  
  (e) The Company may advance to a director or officer the expenses incurred in
  defending any proceeding in advance of its final disposition if the director or
  officer affirms in writing in good faith that he or she has met the standard of
  conduct to be entitled to indemnification as described in (a) or (b) above and
  undertakes to repay any amount advanced if it is determined that the person did
  not meet the required standard of conduct.
  
  Article IX of the Registrant's Bylaws provides that the Registrant shall have
  the power to indemnify to the fullest extent permitted by law any person who is
  made, or threatened to be made, a party to an action, suit or proceeding,
  whether civil, criminal, administrative, investigative, or otherwise (including
  an action, suit or proceeding by or in the right of the corporation), by reason
  of the fact that the person is or was a director or officer of the Registrant,
  or a fiduciary within the meaning of the Employee Retirement Income Security Act
  of 1974 with respect to any employee benefit plans of the corporation, or serves
  or served at the request of the corporation as a director or officer, or as a
  fiduciary of an employee benefit plan, of another corporation, partnership,
  joint venture, trust or other enterprise and their respective heirs,
  administrators, personal representatives, successors and assigns.
  Indemnification specifically provided by the Oregon Business Corporation Act
  shall not be deemed exclusive of any other rights to which such director or
  officer may be entitled under any bylaw, agreement, vote of shareholders or
  disinterested directors or otherwise. The Registrant, its officers, directors,
  employees or agents shall be fully protected in taking any action or making any
  payment under this Article, or in refusing to do so upon the advice of counsel.
  
  The Company may obtain insurance for the protection of its directors and
  officers against any liability asserted against them in their official
  capacities. The rights of indemnification described above are not exclusive of
  any other rights of indemnification to which the persons indemnified may be
  entitled under any bylaw, agreement, vote of shareholders or directors or
  otherwise.
  
                                        II-1
  
  <PAGE>
  Item 7.    Exemption from Registration Claimed
             -----------------------------------
  
  Not applicable.
  
  Item 8.    Exhibits
             --------
  
  
  Exhibit Number          Exhibit
  --------------          -------------------------------------------------------
  
          5.1             Opinion of Ball Janik LLP.
  
          23.1            Consent of Moss Adams LLP Independent Accountants.
  
          23.2            Consent of Ball Janik LLP is contained in Exhibit 5.1.
  
          24.1            Power of Attorney. Reference is made to page II-3 of
                          this Registration Statement.
  
          99.1            Elmer's Restaurants, Inc. 1999 Stock Option Plan.
  
  
  Item 9.    Undertakings
             ------------
  
  (a) The undersigned Registrant hereby undertakes: (1) to file, during any period
  in which offers or sales are being made, a post-effective amendment to this
  Registration Statement: (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
  arising after the effective date of this Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in this
  Registration Statement and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
  not apply if the information required to be included in a post-effective
  amendment by those clauses is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the 1933 Act each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and (3) to remove
  from registration by means of a post-effective amendment any of the securities
  being registered which remain unsold at the termination of the Elmer's
  Restaurants, Inc. 1999 Stock Option Plan.
  
  (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
  incorporated by reference into this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under the 1933 Act may be
  permitted to directors, officers or controlling persons of the Registrant
  pursuant to the indemnification provisions summarized in Item 6 or otherwise,
  the Registrant has been advised that, in the opinion of the Commission, such
  indemnification is against public policy as expressed in the 1933 Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer, or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.
  
                                        II-2
  
  <PAGE>
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8, and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Portland, State of Oregon on November 17, 2003.
  
  
  ELMER'S RESTAURANTS, INC.
  
  By:                                     s/ Bruce N. Davis
                                          ---------------------------------------
  
                                          Bruce N. Davis
                                          Chairman and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors
  of Elmer's Resaurants, Inc., an Oregon corporation, do hereby constitute and
  appoint Bruce N. Davis, Chairman and Chief Executive Officer, the lawful
  attorney-in-fact and agent with full power and authority to do any and all acts
  and things and to execute any and all instruments which said attorneys and
  agents, and any one of them, determine may be necessary or advisable or required
  to enable said corporation to comply with the Securities Act of 1933, as
  amended, and any rules or regulations or requirements of the Securities and
  Exchange Commission in connection with this Registration Statement. Without
  limiting the generality of the foregoing power and authority, the powers granted
  include the power and authority to sign the names of the undersigned officers
  and directors in the capacities indicated below to this Registration Statement,
  to any and all amendments, both pre-effective and post-effective, and
  supplements to this Registration Statement, and to any and all instruments or
  documents filed as part of or in conjunction with this Registration Statement or
  amendments or supplements thereof, and each of the undersigned hereby ratifies
  and confirms that all said attorneys and agents, or any one of them, shall do or
  cause to be done by virtue hereof. This Power of Attorney may be signed in
  several counterparts.
  
  IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
  as of the date indicated. Pursuant to the requirements of the Securities Act of
  1933, as amended, this Registration Statement has been signed below by the
  following persons in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
       SIGNATURE                                 TITLE                                   DATE
  --------------------     --------------------------------------------------     --------------------
  
  <S>                      <C>                                                    <C>
  /s/ Bruce N. Davis       Chairman and Chief Executive Officer and Director        November 17, 2003
  --------------------     (Principal Executive Officer)
   Bruce N. Davis
  </TABLE>
  
                                        II-3
  
  <PAGE>
  <TABLE>
  <CAPTION>
       SIGNATURE                                 TITLE                                   DATE
  ----------------------  ---------------------------------------------------     --------------------
  
  <S>                     <C>                                                     <C>
  /s/ Bruce N. Davis      Chairman of the Board and Chief Executive Officer        November 17, 2003
  ----------------------
   Bruce N. Davis
  
  /s/ William W. Service  Director                                                 November 17, 2003
  ----------------------
   William W. Service
  
  /s/ Thomas C. Connor    Director                                                 November 17, 2003
  ----------------------
   Thomas C. Connor
  
  /s/ Donald W. Woolley   Director                                                 November 17, 2003
  ----------------------
   Donald W. Woolley
  
  /s/ Dennis M. Waldron   Director                                                 November 17, 2003
  ----------------------
   Dennis M. Waldron
  
  /s/ Corydon H. Jensen   Director                                                 November 17, 2003
  ----------------------
   Corydon H. Jensen
  
  /s/ Richard Williams    Director                                                 November 17, 2003
  ----------------------
   Richard Williams
  </TABLE>
  
  
  
  
                                        II-4
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  
   EXHIBIT NUMBER     EXHIBIT
  ----------------    -----------------------------------------------------------
  
        5.1           Opinion and consent of Ball Janik LLP.
  
        23.1          Consent of Moss Adams LLP, Independent Accountants.
  
        23.2          Consent of Ball Janik LLP is contained in Exhibit 5.1.
  
        24.1          Power of Attorney. Reference is made to page II-3 of this
                      Registration Statement.
  
        99.1          Elmer's Restaurants, Inc. 1999 Stock Option Plan.
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metadata_filer: {"company-data": {"conformed-name": "ELMERS RESTAURANTS INC", "cik": "0000771214", "assigned-sic": "5812", "irs-number": "930836824", "state-of-incorporation": "OR", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110544", "film-number": "031008169"}, "business-address": {"street1": "11802 SE STARK ST", "street2": "P O BOX 16595", "city": "PORTLAND", "state": "OR", "zip": "97216", "phone": "5032521485"}, "mail-address": {"street1": "11802 SE STARK", "street2": "PO BOX 16595", "city": "PORTLAND", "state": "OR", "zip": "97216"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2003
                                                     REGISTRATION NO. 333-
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              ELMER'S RESTAURANTS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                OREGON                                        93-0836824
     (STATE OR OTHER JURISDICTION                (IRS EMPLOYER IDENTIFICATION NO.)
  OF INCORPORATION OR ORGANIZATION)
  
                               11802 S.E. STARK STREET
                                 PORTLAND, OR 97216
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
  
                  ELMER'S RESTAURANTS, INC. 1999 STOCK OPTION PLAN
                             (FULL TITLE OF THE PLAN(S))
  
                                   BRUCE N. DAVIS
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                              ELMER'S RESTAURANTS, INC.
                               11802 S.E. STARK STREET
                               PORTLAND, OREGON 97216
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                   (503) 252-1485
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF SECURITIES TO BE              AMOUNT TO BE           PROPOSED MAXIMUM             PROPOSED MAXIMUM            AMOUNT OF
  REGISTERED                            REGISTERED(1)       OFFERING PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
  Elmer's Restaurants, Inc. 1999
  Stock Option Plan
  Common Stock, $0.001 par value          546,000 shares              $4.74                     $2,588,040                $209.37
  (1)   This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Elmer's Restaurants, Inc.
        1999 Stock Option Plan, by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        Registrant's receipt of consideration which results in an increase in the
        number of the outstanding shares of Registrant's Common Stock.
  
  (2)   Estimated solely for purposes of computing the registration fee in
        accordance with Rule 457(h) of the Securities Act of 1933, as amended, on
        the basis of the weighted average exercise price of $4.74 per share of the
        outstanding options.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The documents containing the information specified in Part I of Form
  S-8 (plan information and registrant information and employee plan annual
  information) will be sent or given to employees as specified by Securities and
  Exchange Commisision Rule 428(b)(1). Such documents need not be filed with the
  Securities and Exchange Commission either as part of this Registration Statement
  or as prospectuses or prospectus supplements pursuant to Rule 424. These
  documents and the documents incorporated by reference in this Registration
  Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
  constitute a prospectus that meets the requirements of Section 10(a) of the
  Securities Act of 1933, as amended.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.    Incorporation of Documents by Reference
             ---------------------------------------
  
  Elmer's Restaurants, Inc. (the "Registrant") hereby incorporates by reference
  into this Registration Statement the following documents previously filed with
  the Securities and Exchange Commission (the "Commission"):
  
        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
        ended March 31, 2003 filed with the Commission on June 25, 2003,
        pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
        (the "1934 Act");
  
        (b)     All other reports filed pursuant to Section 13(a) or 15(d) of the
        Exchange Act since the end of the fiscal year covered by the
        Registrant's Annual Report referred to in (a) above
  
        (c)    The description of the Registrant's Common Stock which is contained
        in its Registration Statement on Form S-18 dated June 7, 1985
        including any amendment or report filed for the purpose of updating such
        description.
  
           All reports and definitive proxy or information statements filed by the
  Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
  the 1934 Act after the date of this Registration Statement and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which de-registers all securities then remaining unsold
  shall be deemed to be incorporated by reference into this Registration Statement
  and to be a part hereof from the date of filing of such documents. Unless
  expressly incorporated into this Registration Statement, a report furnished on
  Form 8-K shall not be incorporated by reference into this Registration
  Statement. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any subsequently filed document which also is deemed to
  be incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  Item 4.    Description of Securities
             -------------------------
  
  Not applicable.
  
  Item 5.    Interests of Named Experts and Counsel
             --------------------------------------
  
  Not applicable.
  
  Item 6.    Indemnification of Directors and Officers
             -----------------------------------------
  
  Article VII of the Registrant's Restated Articles of Incorporation (the
  "Articles") requires indemnification of current or former directors to the
  extent permitted by the Oregon Business Corporation Act. (the "Act"). The Act
  permits or requires indemnification of directors and officers in certain
  circumstances. The effects of the Articles and the Act (the "Indemnification
  Provisions") are summarized as follows:
  
  (a) The Indemnification Provisions grant a right of indemnification of any
  proceeding (other than an action by or in the right of the Registrant), if the
  person acted in good faith and in a manner the person reasonably believed to be
  in or not opposed to the best interests of the Registrant, was not adjudged
  liable on the basis of receipt of an improper personal benefit, and with respect
  to any criminal action or proceeding, had no reasonable cause to believe the
  conduct was unlawful. The termination of a proceeding by judgment, order,
  settlement, conviction or pleas of nolo contendere, or its equivalent, is not,
  of itself, determinative that the person did not meet the required standards of
  conduct;
  
  (b) The Indemnification Provisions grant a right of indemnification in respect
  of any proceeding by or in the right of the Company against the expenses
  (including attorney fees) actually and reasonably incurred if the person
  concerned acted in good faith and in a manner the person reasonably believed to
  be in or not opposed to the best interests of the Company, except that no right
  of indemnification will be granted if the person is adjudged to be liable to the
  Company.
  
  (c) Every person who has been wholly successful, on the merits or otherwise, in
  the defense of any proceeding to which the person was a party because of the
  person's status as a director or officer of a controversy described in (a) or
  (b) above is entitled to indemnification as a matter of right.
  
  (d) Because the limits of permissible indemnification under Oregon law are not
  clearly defined, the Indemnification Provisions may provide indemnification
  broader than that described in (a) and (b).
  
  (e) The Company may advance to a director or officer the expenses incurred in
  defending any proceeding in advance of its final disposition if the director or
  officer affirms in writing in good faith that he or she has met the standard of
  conduct to be entitled to indemnification as described in (a) or (b) above and
  undertakes to repay any amount advanced if it is determined that the person did
  not meet the required standard of conduct.
  
  Article IX of the Registrant's Bylaws provides that the Registrant shall have
  the power to indemnify to the fullest extent permitted by law any person who is
  made, or threatened to be made, a party to an action, suit or proceeding,
  whether civil, criminal, administrative, investigative, or otherwise (including
  an action, suit or proceeding by or in the right of the corporation), by reason
  of the fact that the person is or was a director or officer of the Registrant,
  or a fiduciary within the meaning of the Employee Retirement Income Security Act
  of 1974 with respect to any employee benefit plans of the corporation, or serves
  or served at the request of the corporation as a director or officer, or as a
  fiduciary of an employee benefit plan, of another corporation, partnership,
  joint venture, trust or other enterprise and their respective heirs,
  administrators, personal representatives, successors and assigns.
  Indemnification specifically provided by the Oregon Business Corporation Act
  shall not be deemed exclusive of any other rights to which such director or
  officer may be entitled under any bylaw, agreement, vote of shareholders or
  disinterested directors or otherwise. The Registrant, its officers, directors,
  employees or agents shall be fully protected in taking any action or making any
  payment under this Article, or in refusing to do so upon the advice of counsel.
  
  The Company may obtain insurance for the protection of its directors and
  officers against any liability asserted against them in their official
  capacities. The rights of indemnification described above are not exclusive of
  any other rights of indemnification to which the persons indemnified may be
  entitled under any bylaw, agreement, vote of shareholders or directors or
  otherwise.
  
                                        II-1
  Item 7.    Exemption from Registration Claimed
             -----------------------------------
  
  Not applicable.
  
  Item 8.    Exhibits
             --------
  
  Exhibit Number          Exhibit
  --------------          -------------------------------------------------------
  
          5.1             Opinion of Ball Janik LLP.
  
          23.1            Consent of Moss Adams LLP Independent Accountants.
  
          23.2            Consent of Ball Janik LLP is contained in Exhibit 5.1.
  
          24.1            Power of Attorney. Reference is made to page II-3 of
                          this Registration Statement.
  
          99.1            Elmer's Restaurants, Inc. 1999 Stock Option Plan.
  
  Item 9.    Undertakings
             ------------
  
  (a) The undersigned Registrant hereby undertakes: (1) to file, during any period
  in which offers or sales are being made, a post-effective amendment to this
  Registration Statement: (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
  arising after the effective date of this Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in this
  Registration Statement and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
  not apply if the information required to be included in a post-effective
  amendment by those clauses is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the 1933 Act each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and (3) to remove
  from registration by means of a post-effective amendment any of the securities
  being registered which remain unsold at the termination of the Elmer's
  Restaurants, Inc. 1999 Stock Option Plan.
  
  (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
  incorporated by reference into this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under the 1933 Act may be
  permitted to directors, officers or controlling persons of the Registrant
  pursuant to the indemnification provisions summarized in Item 6 or otherwise,
  the Registrant has been advised that, in the opinion of the Commission, such
  indemnification is against public policy as expressed in the 1933 Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer, or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.
  
                                        II-2
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8, and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Portland, State of Oregon on November 17, 2003.
  
  ELMER'S RESTAURANTS, INC.
  
  By:                                     s/ Bruce N. Davis
                                          ---------------------------------------
  
                                          Bruce N. Davis
                                          Chairman and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors
  of Elmer's Resaurants, Inc., an Oregon corporation, do hereby constitute and
  appoint Bruce N. Davis, Chairman and Chief Executive Officer, the lawful
  attorney-in-fact and agent with full power and authority to do any and all acts
  and things and to execute any and all instruments which said attorneys and
  agents, and any one of them, determine may be necessary or advisable or required
  to enable said corporation to comply with the Securities Act of 1933, as
  amended, and any rules or regulations or requirements of the Securities and
  Exchange Commission in connection with this Registration Statement. Without
  limiting the generality of the foregoing power and authority, the powers granted
  include the power and authority to sign the names of the undersigned officers
  and directors in the capacities indicated below to this Registration Statement,
  to any and all amendments, both pre-effective and post-effective, and
  supplements to this Registration Statement, and to any and all instruments or
  documents filed as part of or in conjunction with this Registration Statement or
  amendments or supplements thereof, and each of the undersigned hereby ratifies
  and confirms that all said attorneys and agents, or any one of them, shall do or
  cause to be done by virtue hereof. This Power of Attorney may be signed in
  several counterparts.
  
  IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
  as of the date indicated. Pursuant to the requirements of the Securities Act of
  1933, as amended, this Registration Statement has been signed below by the
  following persons in the capacities and on the dates indicated.
  SIGNATURE                                 TITLE                                   DATE
  --------------------     --------------------------------------------------     --------------------
  /s/ Bruce N. Davis       Chairman and Chief Executive Officer and Director        November 17, 2003
  --------------------     (Principal Executive Officer)
   Bruce N. Davis
  II-3
  SIGNATURE                                 TITLE                                   DATE
  ----------------------  ---------------------------------------------------     --------------------
  /s/ Bruce N. Davis      Chairman of the Board and Chief Executive Officer        November 17, 2003
  ----------------------
   Bruce N. Davis
  
  /s/ William W. Service  Director                                                 November 17, 2003
  ----------------------
   William W. Service
  
  /s/ Thomas C. Connor    Director                                                 November 17, 2003
  ----------------------
   Thomas C. Connor
  
  /s/ Donald W. Woolley   Director                                                 November 17, 2003
  ----------------------
   Donald W. Woolley
  
  /s/ Dennis M. Waldron   Director                                                 November 17, 2003
  ----------------------
   Dennis M. Waldron
  
  /s/ Corydon H. Jensen   Director                                                 November 17, 2003
  ----------------------
   Corydon H. Jensen
  
  /s/ Richard Williams    Director                                                 November 17, 2003
  ----------------------
   Richard Williams
  II-4
  EXHIBIT INDEX
  
   EXHIBIT NUMBER     EXHIBIT
  ----------------    -----------------------------------------------------------
  
        5.1           Opinion and consent of Ball Janik LLP.
  
        23.1          Consent of Moss Adams LLP, Independent Accountants.
  
        23.2          Consent of Ball Janik LLP is contained in Exhibit 5.1.
  
        24.1          Power of Attorney. Reference is made to page II-3 of this
                      Registration Statement.
  
        99.1          Elmer's Restaurants, Inc. 1999 Stock Option Plan.