SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
Under the Securities Exchange Act of 1934
(Amendment No....)
ELMER'S RESTAURANTS, INC.
(Name of Issuer)
.................................................................
COMMON STOCK
(Title of Class of Securities)
.................................................................
289393100
(CUSIP Number)
.................................................................
MARCH 31, 1999
(Date of Event Which Requires Filing of this Statement)
.................................................................
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed.
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
- ---------------------------
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 289393100
____________________________________________________________________
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only)
Richard Buckley
____________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
____________________________________________________________________
(3) SEC Use Only
____________________________________________________________________
(4) Citizenship or Place of Organization
USA
____________________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially
___________________104,810__________________________________________
Owned (6) Shared Voting Power
by Each ___________0________________________________________________
Reporting (7) Sole Dispositive Power
Person____________104,810___________________________________________
With (8) Shared Dispositive Power
___________________0________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
104,810
____________________________________________________________________
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
____________________________________________________________________
(11) Percent of Class Represented by Amount in Row 9
6.6%
____________________________________________________________________
(12) Type of Reporting Person (See Instructions)
IN
<PAGE>
ITEM 1
ITEM 1(A) NAME OF ISSUER:
Elmer's Restaurants, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11802 SE Stark, Portland, OR 97216
ITEM 2
2(A) NAME OF PERSON FILING:
Richard Buckley
2(B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF
NONE, RESIDENCE:
14450 Quaker Hill Crossroads
Nevada City, CA 95959
2(C) CITIZENSHIP:
USA
2(D) TITLE OF CLASS OF SECURITIES:
Common Stock
2(e) CUSIP No.:
289393100
ITEM 3. This statement is filed pursuant to Rule 13d-1(c).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
Amount Beneficially Owned:
104,810
Percent of class
6.6%
Number of shares as to which such person has:
Sole power to vote or to direct the vote:
104,810
<PAGE>
Shared power to vote or to direct the vote:
0
Sole power to dispose or to direct the disposition of:
104,810
Shared power to dispose or to direct the disposition of:
0
ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER
PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 9, 1999
Signature: _/s/_Richard Buckley__
Name/Title: Richard Buckley
