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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO
  SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 25, 2001     
              Commission File Number 34-24802



EDELBROCK CORPORATION


---



|                                                                         |  |                                                  
|------------------------------------------------------------------------ |  | -------------------------------------------------
|Delaware                                                                 |  | 33-0627520                                       
|                                                                         |  |                                                  
|(State or other jurisdiction of
          incorporation or organization) |  | (I.R.S. Employer
          Identification Number)

|                                             |  |           
|-------------------------------------------- |  | ----------
|2700 California Street, Torrance, California |  | 90503     
|                                            
|(Address of principal executive offices)     |  | (Zip Code)

(310) 781-2222

---

Registrants telephone
  number, including area code


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 [   ]

As of November 9, 2001, the Company had 4,985,333 shares of Common Stock
outstanding.

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|                            |                                                                                               |                                                    |  |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------- |  |  |  |  |  | 
|                            |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS             
|                            |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME                 
|                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS   
|                            |                                                                                               | NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                            | Item 3. Quantitative and Qualitative Disclosure About Market Risk                            
|PART II  OTHER INFORMATION
|SIGNATURES                 
|EXHIBIT 10.1               



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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 25, 2001
INDEX

|                            |                                                                                               |                                                                                                        |    |      |     | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -- | ---- | --- | 
|                            |                                                                                               |                                                                                                        |    | Page
|                            |                                                                                               |                                                                                                        |    |     
|Part I FINANCIAL STATEMENTS |                                                                                               |                                                                                                        |    |     
|                            | Item 1. Financial Statements                                                                  |                                                                                                        |    |      |    
|                            |                                                                                               | Condensed Consolidated Balance Sheets as of September 25, 2001
and June 30, 2001                       |    |      | 3   | 
|                            |                                                                                               | Consolidated Statements of Income for the Three Months
Ended September 25, 2001 and 2000               |    |      | 4   | 
|                            |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Three
Months Ended September 25, 2001 and 2000 |    |      | 5   | 
|                            |                                                                                               | Notes to Condensed Consolidated Interim Financial Statements                                           |    |      | 6-7 | 
|                            | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                        |    | 8-10 |    
|                            | Item 3. Quantitative and Qualitative Disclosure about Market Risk                             |                                                                                                        |    | 11   |    
|Part II OTHER INFORMATION   |                                                                                               |                                                                                                        | 12 |     

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EDELBROCK CORPORATION




|                                           |                                   |   |               |            |          |   |             |            | 
|------------------------------------------ | --------------------------------- | - | ------------- | ---------- | -------- | - | ----------- | ---------- | 
|                                           |                                   |   | September 25, |            | June 30,
|                                           |                                   |   | 2001          |            | 2001    
|                                           |                                   |   |               |            |         
|                                           |                                   |   | (Unaudited)   |            |          |   |            
|ASSETS                                     |                                   |   |               |            |          |   |             |           
|Current assets                             |                                   |   |               |            |          |   |             |           
|                                           | Cash and cash equivalents         |   | $             | 3,152,000  |          |   | $           | 5,995,000  | 
|                                           | Accounts receivable, net          |   |               | 24,167,000 |          |   |             | 26,928,000 | 
|                                           | Inventories                       |   |               | 25,405,000 |          |   |             | 22,899,000 | 
|                                           | Prepaid expenses and other        |   |               | 2,231,000  |          |   |             | 1,968,000  | 
|                                           |                                   |   |               |            |          |   |             |           
|Total current assets                       |                                   |   | 54,955,000    |            |          |   | 57,790,000  |           
|Property, plant and equipment, net         |                                   |   | 40,816,000    |            |          |   | 40,913,000  |           
|Goodwill                                   |                                   |   | 1,053,000     |            |          |   | 1,053,000   |           
|License agreement                          |                                   |   | 825,000       |            |          |   | 825,000     |           
|Other                                      |                                   |   | 1,332,000     |            |          |   | 1,337,000   |           
|                                           |                                   |   |               |            |          |   |             |           
|Total assets                               |                                   | $ | 98,981,000    |            |          | $ | 101,918,000 |           
|                                           |                                   |   |               |            |          |   |             |           
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                   |   |               |            |          |   |             |           
|Current liabilities                        |                                   |   |               |            |          |   |             |           
|                                           | Accounts payable                  |   | $             | 11,362,000 |          |   | $           | 13,981,000 | 
|                                           | Accrued expenses                  |   |               | 3,241,000  |          |   |             | 4,165,000  | 
|                                           | Current portion of long-term debt |   |               | 63,000     |          |   |             | 63,000     | 
|                                           |                                   |   |               |            |          |   |             |           
|Total current liabilities                  |                                   |   | 14,666,000    |            |          |   | 18,209,000  |           
|Long-term debt                             |                                   |   | 553,000       |            |          |   | 563,000     |           
|Deferred income taxes                      |                                   |   | 3,113,000     |            |          |   | 3,122,000   |           
|Shareholders equity                       |                                   |   | 80,649,000    |            |          |   | 80,024,000  |           
|                                           |                                   |   |               |            |          |   |             |           
|Total liabilities and shareholders equity |                                   | $ | 98,981,000    |            |          | $ | 101,918,000 |           
|                                           |                                   |   |               |            |          |   |             |           

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

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EDELBROCK CORPORATION




|                                                      |                                     |   |                    |           |      |   |            |           | 
|----------------------------------------------------- | ----------------------------------- | - | ------------------ | --------- | ---- | - | ---------- | --------- | 
|                                                      |                                     |   | Three months ended
|                                                      |                                     |   | September 25,     
|                                                      |                                     |   |                   
|                                                      |                                     |   | 2001               |           | 2000
|                                                      |                                     |   |                    |           |     
|Revenues                                              |                                     | $ | 25,425,000         |           |      | $ | 25,682,000 |          
|Cost of sales                                         |                                     |   | 16,282,000         |           |      |   | 15,687,000 |          
|                                                      |                                     |   |                    |           |      |   |            |          
|                                                      | Gross profit                        |   |                    | 9,143,000 |      |   |            | 9,995,000 | 
|                                                      |                                     |   |                    |           |      |   |            |          
|Operating expenses                                    |                                     |   |                    |           |      |   |            |          
|                                                      | Selling, general and administrative |   |                    | 7,254,000 |      |   |            | 7,114,000 | 
|                                                      | Research and development            |   |                    | 813,000   |      |   |            | 782,000   | 
|                                                      |                                     |   |                    |           |      |   |            |          
|                                                      | Total operating expenses            |   |                    | 8,067,000 |      |   |            | 7,896,000 | 
|                                                      |                                     |   |                    |           |      |   |            |          
|Operating income                                      |                                     |   | 1,076,000          |           |      |   | 2,099,000  |          
|Interest expense                                      |                                     |   | 9,000              |           |      |   | 48,000     |          
|Interest income                                       |                                     |   | 33,000             |           |      |   | 121,000    |          
|                                                      |                                     |   |                    |           |      |   |            |          
|Income before taxes on income                         |                                     |   | 1,100,000          |           |      |   | 2,172,000  |          
|Taxes on income                                       |                                     |   | 407,000            |           |      |   | 804,000    |          
|                                                      |                                     |   |                    |           |      |   |            |          
|Net income                                            |                                     | $ | 693,000            |           |      | $ | 1,368,000  |          
|                                                      |                                     |   |                    |           |      |   |            |          
|Basic net income per share                            |                                     | $ | 0.14               |           |      | $ | 0.27       |          
|                                                      |                                     |   |                    |           |      |   |            |          
|Diluted net income per share                          |                                     | $ | 0.14               |           |      | $ | 0.27       |          
|                                                      |                                     |   |                    |           |      |   |            |          
|Basic weighted average number of shares outstanding   |                                     |   | 5,076,000          |           |      |   | 5,077,000  |          
|Effect of dilutive stock options and warrants         |                                     |   |                   |           |      |   |           |          
|                                                      |                                     |   |                    |           |      |   |            |          
|Diluted weighted average number of shares outstanding |                                     |   | 5,076,000          |           |      |   | 5,077,000  |          
|                                                      |                                     |   |                    |           |      |   |            |          

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

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EDELBROCK CORPORATION




|                                                                                                     |                                                |               |                    |            |      |   |            |            |  
|---------------------------------------------------------------------------------------------------- | ---------------------------------------------- | ------------- | ------------------ | ---------- | ---- | - | ---------- | ---------- | -
|                                                                                                     |                                                |               | Three months ended
|Increase (Decrease) in Cash and Cash
          Equivalents                                           |                                                | September 25,
|                                                                                                     |                                                |              
|                                                                                                     |                                                |               | 2001               |            | 2000
|                                                                                                     |                                                |               |                    |            |     
|Operating activities                                                                                 |                                                |               |                    |            |      |   |            |           
|                                                                                                     | Net income                                     |               | $                  | 693,000    |      |   | $          | 1,368,000  |  
|                                                                                                     | Depreciation and amortization                  |               |                    | 1,517,000  |      |   |            | 1,525,000  |  
|                                                                                                     | Loss (gain) on sale of equipment               |               |                    | 3,000      |      |   |            | (2,000     | )
|                                                                                                     | Net change in operating assets and liabilities |               |                    | (3,620,000 | )    |   |            | (5,654,000 | )
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Net cash used in operating activities                                                                |                                                |               | (1,407,000         | )          |      |   | (2,763,000 | )         
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Investing activities                                                                                 |                                                |               |                    |            |      |   |            |           
|                                                                                                     | Capital expenditures                           |               |                    | (1,412,000 | )    |   |            | (1,042,000 | )
|                                                                                                     | Issuance of notes receivable                   |               |                    | (38,000    | )    |   |            |           |  
|                                                                                                     | Distributions from partnerships                |               |                    | 70,000     |      |   |            |           |  
|                                                                                                     | Proceeds from sale of equipment                |               |                    | 22,000     |      |   |            | 2,000      |  
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Net cash used in investing activities                                                                |                                                |               | (1,358,000         | )          |      |   | (1,040,000 | )         
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Financing activities                                                                                 |                                                |               |                    |            |      |   |            |           
|                                                                                                     | Payments to acquire treasury stock             |               |                    | (68,000    | )    |   |            |           |  
|                                                                                                     | Debt repayments                                |               |                    | (10,000    | )    |   |            | (18,000    | )
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Net cash used in financing activities                                                                |                                                |               | (78,000            | )          |      |   | (18,000    | )         
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Net decrease in cash and cash equivalents                                                            |                                                |               | (2,843,000         | )          |      |   | (3,821,000 | )         
|Cash and cash equivalents at beginning of period                                                     |                                                |               | 5,995,000          |            |      |   | 9,883,000  |           
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Cash and cash equivalents at end of period                                                           |                                                | $             | 3,152,000          |            |      | $ | 6,062,000  |           
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|Supplemental
          disclosure of cash flow information
          Cash paid during the period for |                                                |               |                    |            |      |   |            |           
|                                                                                                     | Interest                                       |               | $                  | 9,000      |      |   | $          | 48,000     |  
|                                                                                                     |                                                |               |                    |            |      |   |            |           
|                                                                                                     | Income taxes                                   |               | $                  | 580,000    |      |   | $          | 445,000    |  
|                                                                                                     |                                                |               |                    |            |      |   |            |           

Supplemental schedule of noncash investing and
financing activities:

In July 2001, the Company purchased land adjacent to its aluminum Foundry
located in San Jacinto, California. In conjunction with the acquisition, a
deposit on the land of $25,000 was reclassed from Prepaid Expenses to Property,
Plant and Equipment.

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

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EDELBROCK CORPORATION




Note 1  Basis of Presentation

The consolidated interim financial statements of Edelbrock Corporation (the
Company) at September 25, 2001 and for the three month period ended September
25, 2001 are unaudited, but include all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for a fair
presentation. The June 30, 2001 balance sheet was derived from the balance
sheet included in the Companys audited consolidated financial statements as
included in the Companys Form 10-K for its fiscal year ended June 30, 2001
(File No. 0-24802).

These unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes, and
should be read in conjunction with the Companys audited consolidated financial
statements included in the Form 10-K indicated above. Operating results for
the three-month period ended September 25, 2001 are not necessarily indicative
of the results that may be expected for the fiscal year ending June 30, 2002.

Note 2  Inventories

Inventories at September 25, 2001 and June 30, 2001 consisted of the following:

|                |  |               |            |          |  |   |            | 
|--------------- |  | ------------- | ---------- | -------- |  | - | ---------- | 
|                |  | September 25, |            | June 30,
|                |  |               |            |         
|                |  | (Unaudited)   |            |          |  |  
|Raw materials   |  | $             | 12,716,000 |          |  | $ | 12,232,000 | 
|Work in process |  |               | 1,804,000  |          |  |   | 1,837,000  | 
|Finished goods  |  |               | 10,885,000 |          |  |   | 8,830,000  | 
|                |  |               |            |          |  |   |            | 
|                |  | $             | 25,405,000 |          |  | $ | 22,899,000 | 
|                |  |               |            |          |  |   |            | 

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 3  Goodwill and Intangible Assets



| |  | In July 2001, the Financial Accounting Standards
      Board (FASB) issued Statement of Financial Accounting Standards
      (SFAS) No. 142, Goodwill and Intangible Assets which supersedes
      APB Opinion No. 17, Intangible Assets. SFAS 142 eliminates the current
      requirement to amortize goodwill and indefinite-lived intangible assets,
      addresses the amortization of intangible assets with a defined life and
      addresses the impairment testing and recognition for goodwill and intangible
      assets. SFAS 142 will apply to goodwill and intangible assets arising from
      transactions completed before and after the Statements effective date.
      SFAS 142 is effective for fiscal year 2003; however, early adoption is allowed
      in fiscal year 2002. The Company has elected to early adopt this Standard
      as of July 1, 2001. In applying SFAS 142, the Company has performed
      the transitional reassessment and impairment tests required as of July 1,
      2001, and determined the goodwill and license agreement have indefinite
      lives and that there were no impairment on these assets. The Company discontinued
      amortizing these assets on July 1, 2001. At the time of adoption, the
      Company had accumulated amortization pertaining to goodwill and license
      agreement of $140,000. Below is the calculation of reported net income and
      reported basic and diluted net income per share adjusted for the
effect of amortization expense
      for the September 25, 2000 period:
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                    |  |                                  |         |      |  |   |           | 
|--------------------------------------------------- |  | -------------------------------- | ------- | ---- |  | - | --------- | 
|                                                    |  | Three Months Ended September 25,
|                                                    |  |                                 
|                                                    |  | 2001                             |         | 2000
|                                                    |  |                                  |         |     
|Reported net income                                 |  | $                                | 693,000 |      |  | $ | 1,368,000 | 
|Effect
of amortization expense of license agreement |  |                                  |        |      |  |   | 17,000    | 
|                                                    |  |                                  |         |      |  |   |           | 
|Adjusted net income                                 |  | $                                | 693,000 |      |  | $ | 1,385,000 | 
|                                                    |  |                                  |         |      |  |   |           | 
|Basic and diluted income per share:                 |  |                                  |         |      |  |   |           | 
|Reported net income per share                       |  | $                                | 0.14    |      |  | $ | 0.27      | 
|Effect
of amortization expense of
license agreement |  |                                  |        |      |  |   |          | 
|                                                    |  |                                  |         |      |  |   |           | 
|Adjusted net income per share                       |  | $                                | 0.14    |      |  | $ | 0.27      | 
|                                                    |  |                                  |         |      |  |   |           | 

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations

The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company for the quarter ended
September 25, 2001. The following should be read in conjunction with the
Consolidated Interim Financial Statements and related notes appearing elsewhere
herein.

Overview

The Company was founded in 1938, and is one of Americas leading manufacturers
and marketers of specialty performance automotive and motorcycle aftermarket
parts. The Company designs, manufactures, packages and markets performance
automotive and motorcycle aftermarket parts, including intake manifolds,
carburetors, camshafts, cylinder heads, exhaust systems, shock absorbers and
other performance components for most domestic V8 and selected V6 engines. In
addition, the Company offers performance aftermarket manifolds, camshafts,
cylinder heads, air cleaners, and carburetors for Harley-Davidson and other
selected brand motorcycles. Also, through the acquisition of Russell
Performance Products, Inc. (Russell), the Company offers performance plumbing
and brake lines which includes street-legal brake lines, oil lines, fuel lines,
and filters for both automotive and motorcycle use. The Company currently
offers over 6,400 performance automotive and motorcycle aftermarket parts for
street, off-road, recreational and competition vehicle use.

Product Mix

The Company manufactures its own products and purchases other products designed
to the Companys specifications from third-party manufacturers for subsequent
packaging and distribution to the Companys customers. Generally, the Company
can achieve a higher margin on those products which it manufactures as compared
to those purchased from third-party manufacturers. Accordingly, the Companys
results of operations in any given period are affected by the product mix of
the Companys sales during the period.

Manufacturing Capacity

Due to the completion of its new distribution facility in 1999, which allowed
for additional manufacturing space, and with the addition of new machinery and
equipment, the Company has sufficient manufacturing capability for producing
its specialty performance automotive and motorcycle aftermarket parts. As a
result of its increased manufacturing capacity coupled with the
recent change in general
market conditions, the Company has eliminated its third work shift.

In July 2001, the Company purchased approximately 4 acres of improved land for
$552,000. This property is adjacent to its aluminum foundry in San Jacinto,
California and will be utilized for future corporate expansion.

Seasonality

The Companys sales are subject to seasonal variations. Customer orders and
sales are greatest in the second, third and fourth quarters of the Companys
fiscal year in anticipation of and during the spring and summer months.
Accordingly, revenues and operating income tend to be relatively higher in the
third and fourth fiscal quarters.

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Three Months Ended September 25, 2001, Compared to Three Months Ended
September 25, 2000:

Revenues

Revenues decreased 1.0% to $25.4 million for the three months ended September
25, 2001 from $25.7 million for the same period of 2000. This slight decrease
was primarily the result of a decrease of approximately $1.0 million, or 9.9%,
in the sale of Edelbrock automotive carburetors; a decrease of approximately
$766,000, or 11.8%, in the sale of aluminum intake manifolds; offset by an
increase in sales in aluminum cylinder heads of approximately $464,000, or
14.8%, and sales from the recently acquired Russell division which totaled
approximately $1.3 million.

Cost of Sales

Cost of sales increased 3.8% to $16.3 million for the three months ended
September 25, 2001 from $15.7 million for the same period of 2000. As a
percent of revenues, cost of sales increased to 64.0% for the three months
ended September 25, 2001 from 61.1% for the same period of 2000. The increase
in cost of sales as a percent of revenues was primarily due to increases in
labor rates, workers compensation insurance, medical costs,
and product sales mix.

Selling, General and Administrative Expense

Selling, general and administrative expenses increased 2.0% to $7.3 million for
the three months ended September 25, 2001 from $7.1 million for the same period
of 2000. As a percent of sales, selling, general and administrative expense
increased to 28.5% for the three months ended September 25, 2001 from 27.7% for
the same period of 2000. The increase in expenses and as a percentage of sales
were partly due to increases in energy costs, labor rates, and workers
compensation insurance, and medical costs. In addition, the increase also
resulted from increased advertising and marketing expenditures.

Research and Development Expense

Research and development (R & D) expense increased 4.0% to $813,000 for the
three months ended September 25, 2001 from $782,000 for the same period of
2000. As a percent of revenues,
R & D expense increased to 3.2% for the three months ended September 25, 2001
from 3.0% for the same period of 2000. The increase in expenses and as a
percentage of sales were mainly due to increases in labor rates and
other
costs associated with new product development.

Interest Expense

Interest expense decreased 81.3% to $9,000 for the three months ended September
25, 2001 from $48,000 for the same period of 2000. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding.

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Interest Income

Interest income decreased 72.7% to $33,000 for the three months ended September
25, 2001 from $121,000 for the same period in 2000. The decrease was primarily
due to lower interest rates and a decrease in the balance of invested funds.

Taxes on Income

The provision for income taxes decreased to $407,000 for the three months ended
September 25, 2001 from $804,000 for the 2000 period. The effective tax rate
for both the 2001 and 2000 periods was approximately 37%.

Net Income

The Companys net income for the three months ended September 25, 2001
decreased 49.3% to $693,000 from $1.4 million for the same period of 2000.
This decrease was the result of the items mentioned above.

Liquidity and Capital Resources

The Companys liquidity requirements arise primarily from the funding of its
seasonal working capital needs and capital expenditures. Historically, the
Company has met these liquidity requirements through cash flow generated from
operating activities and with borrowed funds under the Companys $8.0 million
revolving credit facility (Revolving Credit Facility) which expires on
February 1, 2002. The Company expects to renew this credit facility prior to
expiration. Due to seasonal demand for the Companys products, the Company
builds inventory during the first and second fiscal quarters in advance of the
typically stronger selling periods during the third and fourth fiscal quarters.

The Company believes that funds generated from operations and funds available
under the Revolving Credit Facility together with cash balances will be
adequate to meet its working capital, debt service and capital expenditure
requirements through the next twelve months. The Company has made capital
expenditures of approximately $1.4 million during the first quarter of fiscal
year 2002 mainly for a land purchase and new machinery and equipment and
anticipates making additional capital expenditures of approximately $2.5  $4.0
million for the remainder of fiscal year 2002 primarily for additional capital
equipment to increase production capacity and efficiency.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:

Any statements set forth above which are not historical facts, including
statements relating to future economic and climatic conditions, are
forward-looking statements that involve known and unknown risks and
uncertainties that could cause actual results to differ materially from those
in the forward-looking statements. Potential risks and uncertainties include
such factors as the financial strength and competitive pricing environment of
the automotive and motorcycle aftermarket industries, product demand, market
acceptance, manufacturing efficiencies, new product development, the success of
planned advertising, marketing and promotional campaigns, and other risks
identified herein and in other documents filed by the Company with the
Securities and Exchange Commission.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Companys exposure to interest rate changes is primarily related to its
variable rate debt which may be outstanding from time to time under the
Companys Revolving Credit Facility with Bank of America, NT & SA. The
Companys Revolving Credit Facility is an $8 million line of credit with an
interest rate based on the prime rate (6.0% as of September 25, 2001) and
expires on February 1, 2002. Because the interest rate on the Revolving Credit
Facility is variable, the Companys cash flow may be affected by increases in
the prime rate. Management does not believe that any risk inherent in the
variable rate nature of the loan is likely to have a material effect on the
Company. As of September 25, 2001, the Companys outstanding balance on the
Revolving Credit Facility was zero.

11



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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 2. Changes in Securities

Not applicable.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits and Reports on Form 8-K



| | (a)  |  | Exhibits                                                                                             
| | ---- |  | -----------------------------------------------------------------------------------------------------
|
| | 10.1 |  | Amendment to Mutual Agreement Between Magneti Marelli Powertrain
USA, Inc. and Edelbrock Corporation.
|
| | (b)  |  | There were no reports on Form 8-K filed during the three months
ended September 25, 2001.            

12



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                       |  |                                                                                                           
|---------------------- |  | ----------------------------------------------------------------------------------------------------------
|                       |  | EDELBROCK CORPORATION
        Registrant                                                                  
|                       |  |                                                                                                           
|                       |  |                                                                                                           
|Date: November 9, 2001 |  | ARISTEDES T. FELES                                                                                        
|                       |  | Aristedes T. Feles
        Vice President of Finance 
        Chief Financial Officer and
        Director
|                       | 

13