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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 December 25, 2001 |  | Commission File Number 34-24802

EDELBROCK CORPORATION

---

(Exact name of registrant as specified in its charter)


|                                |  |                       
|------------------------------- |  | ----------------------
|Delaware                        |  | 33-0627520            
|                                |  |                       
|(State or other jurisdiction of |  | (I.R.S. Employer      
|incorporation or organization)  |  | 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 February 7, 2002, the Company had 4,958,533 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 DECEMBER 25, 2001
INDEX

|        |      |                      |  |                                                                                                        |       |  |      | 
|------- | ---- | -------------------- |  | ------------------------------------------------------------------------------------------------------ | ----- |  | ---- | 
|        | Page
|Part I  |      | FINANCIAL STATEMENTS |  |                                                                                                       
|        |      | Item 1.              |  | Financial Statements                                                                                   |       | 
|        |      |                      |  | Condensed Consolidated Balance Sheets as of December 25, 2001
and June 30, 2001                        |       |  | 3    | 
|        |      |                      |  | Consolidated Statements of Income for the Three Months
and Six Months Ended December 25, 2001 and 2000 |       |  | 4    | 
|        |      |                      |  | Condensed Consolidated Statements of Cash Flows for the Six
Months Ended December 25, 2001 and 2000    |       |  | 5    | 
|        |      |                      |  | Notes to Consolidated Interim Financial Statements                                                     |       |  | 6    | 
|        |      | Item 2.              |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                  |       |  | 8-11 | 
|        |      | Item 3.              |  | Quantitative and Qualitative Disclosure About Market Risk                                              |       |  | 12   | 
|Part II |      | OTHER INFORMATION    |  |                                                                                                        | 13-15 | 

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                 |                                   |   |              |            |          |   |             |            | 
|-------------------------------------------------------------------------------- | --------------------------------- | - | ------------ | ---------- | -------- | - | ----------- | ---------- | 
|                                                                                 |                                   |   | December 25, |            | June 30,
|                                                                                 |                                   |   | 2001         |            | 2001    
|                                                                                 |                                   |   |              |            |         
|                                                                                 |                                   |   | (Unaudited)  |            |          |   |            
|ASSETS                                                                           |                                   |   |              |            |          |   |             |           
|Current assets                                                                   |                                   |   |              |            |          |   |             |           
|                                                                                 | Cash and cash equivalents         |   | $            |           |          |   | $           | 5,995,000  | 
|                                                                                 | Accounts receivable, net          |   |              | 29,678,000 |          |   |             | 26,928,000 | 
|                                                                                 | Inventories                       |   |              | 24,224,000 |          |   |             | 22,899,000 | 
|                                                                                 | Prepaid expenses and other        |   |              | 2,419,000  |          |   |             | 1,968,000  | 
|                                                                                 |                                   |   |              |            |          |   |             |           
|Total current assets                                                             |                                   |   | 56,321,000   |            |          |   | 57,790,000  |           
|Property, plant and equipment, net                                               |                                   |   | 39,779,000   |            |          |   | 40,913,000  |           
|Goodwill                                                                         |                                   |   | 1,172,000    |            |          |   | 1,172,000   |           
|License agreement                                                                |                                   |   | 758,000      |            |          |   | 758,000     |           
|Other                                                                            |                                   |   | 1,379,000    |            |          |   | 1,285,000   |           
|                                                                                 |                                   |   |              |            |          |   |             |           
|Total assets                                                                     |                                   | $ | 99,409,000   |            |          | $ | 101,918,000 |           
|                                                                                 |                                   |   |              |            |          |   |             |           
|LIABILITIES AND SHAREHOLDERS EQUITY                                             |                                   |   |              |            |          |   |             |           
|Current liabilities                                                              |                                   |   |              |            |          |   |             |           
|                                                                                 | Accounts payable                  |   | $            | 9,305,000  |          |   | $           | 13,981,000 | 
|                                                                                 | Accrued expenses                  |   |              | 3,970,000  |          |   |             | 4,165,000  | 
|                                                                                 | Line of credit                    |   |              | 1,570,000  |          |   |             |           | 
|                                                                                 | Current portion of long-term debt |   |              | 61,000     |          |   |             | 63,000     | 
|                                                                                 |                                   |   |              |            |          |   |             |           
|Total current liabilities                                                        |                                   |   | 14,906,000   |            |          |   | 18,209,000  |           
|Long-term debt                                                                   |                                   |   | 579,000      |            |          |   | 563,000     |           
|Deferred income taxes                                                            |                                   |   | 3,097,000    |            |          |   | 3,122,000   |           
|Shareholders equity                                                             |                                   |   | 80,827,000   |            |          |   | 80,024,000  |           
|                                                                                 |                                   |   |              |            |          |   |             |           
|Total liabilities and shareholders equity                                       |                                   | $ | 99,409,000   |            |          | $ | 101,918,000 |           
|                                                                                 |                                   |   |              |            |          |   |             |           
|                                                                                
|The accompanying notes are an integral part of the interim financial
statements.

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EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |            | 
|-------------------------------------------------------------------------------- | ----------------------------------- | - | ------------------ | ---------- | ---------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                                                                 |                                     |   | Three months ended |            | Six months ended
|                                                                                 |                                     |   | December 25,       |            | December 25,    
|                                                                                 |                                     |   |                    |            |                 
|                                                                                 |                                     |   | 2001               |            | 2000             |   | 2001       |            | 2000
|                                                                                 |                                     |   |                    |            |                  |   |            |            |     
|Revenues                                                                         |                                     | $ | 30,642,000         |            |                  | $ | 27,687,000 |            |      | $ | 56,067,000 |            |  | $ | 53,369,000 |           
|Cost of sales                                                                    |                                     |   | 19,716,000         |            |                  |   | 17,452,000 |            |      |   | 35,998,000 |            |  |   | 33,139,000 |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                                                 | Gross profit                        |   |                    | 10,926,000 |                  |   |            | 10,235,000 |      |   |            | 20,069,000 |  |   |            | 20,230,000 | 
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Operating expenses                                                              
|                                                                                 | Selling, general and administrative |   |                    | 8,021,000  |                  |   |            | 7,496,000  |      |   |            | 15,275,000 |  |   |            | 14,610,000 | 
|                                                                                 | Research and development            |   |                    | 852,000    |                  |   |            | 802,000    |      |   |            | 1,665,000  |  |   |            | 1,584,000  | 
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                                                 | Total operating expenses            |   |                    | 8,873,000  |                  |   |            | 8,298,000  |      |   |            | 16,940,000 |  |   |            | 16,194,000 | 
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Operating income                                                                 |                                     |   | 2,053,000          |            |                  |   | 1,937,000  |            |      |   | 3,129,000  |            |  |   | 4,036,000  |           
|Interest expense                                                                 |                                     |   | 11,000             |            |                  |   | 47,000     |            |      |   | 20,000     |            |  |   | 95,000     |           
|Interest income                                                                  |                                     |   | 3,000              |            |                  |   | 89,000     |            |      |   | 36,000     |            |  |   | 210,000    |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Income before taxes on income                                                    |                                     |   | 2,045,000          |            |                  |   | 1,979,000  |            |      |   | 3,145,000  |            |  |   | 4,151,000  |           
|Taxes on income                                                                  |                                     |   | 757,000            |            |                  |   | 732,000    |            |      |   | 1,164,000  |            |  |   | 1,536,000  |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Net income                                                                       |                                     | $ | 1,288,000          |            |                  | $ | 1,247,000  |            |      | $ | 1,981,000  |            |  | $ | 2,615,000  |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Basic net income per share                                                       |                                     | $ | 0.26               |            |                  | $ | 0.25       |            |      | $ | 0.39       |            |  | $ | 0.52       |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Diluted net income per share                                                     |                                     | $ | 0.26               |            |                  | $ | 0.25       |            |      | $ | 0.39       |            |  | $ | 0.52       |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Basic weighted average number of shares
outstanding                              |                                     |   | 4,992,000          |            |                  |   | 5,077,000  |            |      |   | 5,033,000  |            |  |   | 5,077,000  |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Diluted weighted average number of
shares outstanding                            |                                     |   | 4,992,000          |            |                  |   | 5,077,000  |            |      |   | 5,033,000  |            |  |   | 5,077,000  |           
|                                                                                 |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                                                
|The accompanying notes are an integral part of the interim financial
statements.

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |           |             |  
|-------------------------------------------------------------------------------- | ------------------------------- | --------------------------------------------------------------------------------------------------------- | ---------- | ---------------- | ---------- | ---- | ---------- | --------- | ----------- | -
|                                                                                 |                                 |                                                                                                           |            | Six months ended
|                                                                                 |                                 | December 25,                                                                                             
|                                                                                 |                                 |                                                                                                          
|                                                                                 |                                 |                                                                                                           |            | 2001             |            | 2000
|                                                                                 |                                 |                                                                                                           |            |                  |            |     
|Increase (Decrease) in Cash and Cash Equivalents                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Operating activities                                                             |                                 |                                                                                                           |            |                  |            |      |            |          
|                                                                                 | Net income                      |                                                                                                           | $          | 1,981,000        |            |      | $          | 2,615,000 |            
|                                                                                 |                                 | Depreciation and amortization                                                                             |            |                  | 3,079,000  |      |            |           | 3,099,000   |  
|                                                                                 |                                 | Net change in operating assets and liabilities                                                            |            |                  | (9,612,000 | )    |            |           | (13,167,000 | )
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Net cash used in operating activities                                            |                                 |                                                                                                           | (4,552,000 | )                |            |      | (7,453,000 | )        
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Investing activities                                                             |                                 |                                                                                                           |            |                  |            |      |            |          
|                                                                                 |                                 | Capital expenditures                                                                                      |            |                  | (1,962,000 | )    |            |           | (1,805,000  | )
|                                                                                 |                                 | Purchase of certain assets of Russell Performance
Products, Inc., including acquisition costs of $135,000 |            |                  |           |      |            |           | (3,335,000  | )
|                                                                                 |                                 | Other                                                                                                     |            |                  | 113,000    |      |            |           | 19,000      |  
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Net cash used in investing activities                                            |                                 |                                                                                                           | (1,849,000 | )                |            |      | (5,121,000 | )        
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Financing activities                                                             |                                 |                                                                                                           |            |                  |            |      |            |          
|                                                                                 |                                 | Payments to acquire treasury stock                                                                        |            |                  | (1,078,000 | )    |            |           |            |  
|                                                                                 |                                 | Dividends paid on common stock                                                                            |            |                  | (100,000   | )    |            |           | (105,000    | )
|                                                                                 |                                 | Borrowings under line of credit                                                                           |            |                  | 1,570,000  |      |            |           | 3,200,000   |  
|                                                                                 |                                 | Net borrowings (repayments) of debt                                                                       |            |                  | 14,000     |      |            |           | (37,000     | )
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|                                                                                 |                                 | Net cash provided by financing activities                                                                 |            |                  | 406,000    |      |            |           | 3,058,000   |  
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Net decrease in cash and cash equivalents                                        |                                 |                                                                                                           | (5,995,000 | )                |            |      | (9,516,000 | )        
|Cash and cash equivalents at beginning of period                                 |                                 |                                                                                                           | 5,995,000  |                  |            |      | 9,883,000  |          
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Cash and cash equivalents at end of period                                       |                                 | $                                                                                                         |           |                  |            | $    | 367,000    |          
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|Supplemental disclosure of cash flow information:                                |                                 |                                                                                                           |            |                  |            |      |            |          
|                                                                                 | Cash paid during the period for
|                                                                                 |                                 | Interest                                                                                                  |            | $                | 20,000     |      |            | $         | 95,000      |  
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|                                                                                 |                                 | Income taxes                                                                                              |            | $                | 1,464,000  |      |            | $         | 1,985,000   |  
|                                                                                 |                                 |                                                                                                           |            |                  |            |      |            |          
|                                                                                
|The accompanying notes are an integral part of the interim financial
statements.

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1  Basis of Presentation

The consolidated interim financial statements of Edelbrock Corporation (the
Company) at December 25, 2001 and for the three and six month periods ended
December 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
accounting principles generally accepted in the United States of America 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 and six month periods ended December
25, 2001 are not necessarily indicative of the results that may be expected for
the fiscal year ending June 30, 2002.

The pro forma results of operations related to the Russell Performance
acquisition would approximate actual results for the three and six months ended
December 25, 2000.

The presentation of certain June 30, 2001 information has been reclassified to
conform with the current period presentation.

Note 2  Inventories

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

|                |  |              |            |          |  |   |            | 
|--------------- |  | ------------ | ---------- | -------- |  | - | ---------- | 
|                |  | December 25, |            | June 30,
|                |  |              |            |         
|                |  | (Unaudited)  |            |         
|Raw materials   |  | $            | 12,685,000 |          |  | $ | 12,232,000 | 
|Work in process |  |              | 1,774,000  |          |  |   | 1,837,000  | 
|Finished goods  |  |              | 9,765,000  |          |  |   | 8,830,000  | 
|                |  |              |            |          |  |   |            | 
|                |  | $            | 24,224,000 |          |  | $ | 22,899,000 | 
|                |  |              |            |          |  |   |            | 

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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 are the calculations of reported net
income and reported basic and diluted net income per share adjusted for the
effect of amortization expense for the December 25, 2000 periods:

|                                                    |  |                                 |           |      |  |   |           | 
|--------------------------------------------------- |  | ------------------------------- | --------- | ---- |  | - | --------- | 
|                                                    |  | Six Months Ended December 25,  
|                                                    |  |                                
|                                                    |  | 2001                            |           | 2000
|                                                    |  |                                 |           |     
|Reported net income                                 |  | $                               | 1,981,000 |      |  | $ | 2,615,000 | 
|Effect of amortization expense of license agreement |  |                                 |          |      |  |   | 42,000    | 
|                                                    |  |                                 |           |      |  |   |           | 
|Adjusted net income                                 |  | $                               | 1,981,000 |      |  | $ | 2,657,000 | 
|                                                    |  |                                 |           |      |  |   |           | 
|Basic and diluted income per share:                 |  |                                 |           |      |  |   |           | 
|Reported net income per share                       |  | $                               | 0.39      |      |  | $ | 0.52      | 
|Effect of amortization expense of license
agreement |  |                                 |          |      |  |   |          | 
|                                                    |  |                                 |           |      |  |   |           | 
|Adjusted net income per share                       |  | $                               | 0.39      |      |  | $ | 0.52      | 
|                                                    |  |                                 |           |      |  |   |           | 
|                                                    |  |                                 |           |      |  |   |           | 
|                                                    |  | Three Months Ended December 25,
|                                                    |  |                                
|                                                    |  | 2001                            |           | 2000
|                                                    |  |                                 |           |     
|Reported net income                                 |  | $                               | 1,288,000 |      |  | $ | 1,247,000 | 
|Effect of amortization expense of license agreement |  |                                 |          |      |  |   | 21,000    | 
|                                                    |  |                                 |           |      |  |   |           | 
|Adjusted net income                                 |  | $                               | 1,288,000 |      |  | $ | 1,268,000 | 
|                                                    |  |                                 |           |      |  |   |           | 
|Basic and diluted income per share:                 |  |                                 |           |      |  |   |           | 
|Reported net income per share                       |  | $                               | 0.26      |      |  | $ | 0.25      | 
|Effect of amortization expense of license
agreement |  |                                 |          |      |  |   |          | 
|                                                    |  |                                 |           |      |  |   |           | 
|Adjusted net income per share                       |  | $                               | 0.26      |      |  | $ | 0.25      | 
|                                                    |  |                                 |           |      |  |   |           | 

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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 three and six months
ended December 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, nitrous systems, shock
absorbers and other performance components for most domestic V8 and selected V6
engines. In addition, the Company offers performance aftermarket manifolds,
camshafts, nitrous systems, 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 6,600 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 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 changes
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 fourth quarter 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 fourth fiscal quarter.

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

Revenues

Revenues increased 10.7% to $30.6 million for the three months ended December
25, 2001 from $27.7 million for the same period of 2000. This increase was
primarily the result of sales from the recently acquired Russell division which
totaled approximately $1.3 million. In addition, the increase in revenues can
be attributed to an increase of $929,000, or 8.2%, in the sale of Edelbrock
automotive carburetors, an increase of $268,000, or 8.7% in the sale of
aluminum automotive cylinder heads, and an increase of $170,000, or 32.6%, in
the sale of exhaust systems.

Cost of Sales

Cost of sales increased 13.0% to $19.7 million for the three months ended
December 25, 2001 from $17.5 million for the same period of 2000. As a percent
of revenues, cost of sales increased to 64.3% for the three months ended
December 25, 2001 from 63.0% for the same period of 2000. This increase as a
percentage of revenues was primarily due to increases in raw material costs,
labor rates, and medical costs and a change in sales mix toward items for which
the Company achieves lower margins.

Selling, General and Administrative Expense

Selling, general and administrative expenses increased 7.0% to $8.0 million for
the three months ended December 25, 2001 from $7.5 million for the same period
of 2000. As a percent of revenues, selling, general and administrative expense
decreased to 26.2% for the three months ended December 25, 2001 from 27.1% for
the same period of 2000. The increase in expenses were partly due to increases
in labor rates, medical costs, advertising expenditures, and increased sales
commissions associated with increased sales.

Research and Development Expense

Research and development expense increased 6.2% to $852,000 for the three
months ended December 25, 2001 from $802,000 for the same period of 2000. As a
percent of revenues, research and development expense decreased to 2.8% for the
three months ended December 25, 2001 from 2.9% for the same period of 2000.

Interest Expense

Interest expense decreased 76.6% to $11,000 for the three months ended December
25, 2001 from $47,000 for the same period of 2000. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding and lower
interest rates.

Interest Income

Interest income decreased 96.6% to $3,000 for the three months ended December
25, 2001 from $89,000 for the same period in 2000. The decrease was primarily
due to a decrease in the balance of invested cash.

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Taxes on Income

The provision for income taxes increased to $757,000 for the three months ended
December 25, 2001 from $732,000 for the 2000 period. The effective tax rate
for both periods was approximately 37%.

Net Income

The Companys net income for the three months ended December 25, 2001 increased
3.3% to $1.3 million from $1.2 million for the same period of 2000. This
increase was primarily the result of the items mentioned above.

Six Months Ended December 25, 2001 Compared to Six Months Ended
December 25, 2000

Revenues

Revenues increased 5.1% to $56.1 million for the six months ended December 25,
2001 from $53.4 million for the same period of 2000. This increase was
primarily the result of sales from the recently acquired Russell division which
totaled approximately $2.6 million. In addition, the increase in revenues can
be attributed to an increase of $732,000, or 11.8%, in the sale of aluminum
automotive cylinder heads, and an increase of $182,000, or 15.6%, in the sale
of exhaust systems.

Cost of Sales

Cost of sales increased 8.6% to $36.0 million for the six months ended December
25, 2001 from $33.1 million for the same period of 2000. As a percent of
revenues, cost of sales increased to 64.2% for the six months ended December
25, 2001 from 62.1% for the same period of 2000. This increase in cost of sales
was primarily due to increases in raw material and energy costs, increased
labor rates, workers compensation insurance, medical costs, and depreciation
and a change in sales mix toward items for which the Company achieves lower
margins.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 4.6% to $15.3 million for
the six months ended December 25, 2001 from $14.6 million for the same period
of 2000. As a percent of revenues, selling, general and administrative expense
decreased to 27.2% for the six months ended December 25, 2001 from 27.4% for
the same period of 2000. The increase in expenses were partly due to increases
in labor rates, medical costs, advertising expenditures, and increased sales
commissions associated with increased sales.

Research and Development Expense

Research and development expense increased 5.1% to $1.7 million for the six
months ended December 25, 2001 from $1.6 million for the same period of 2000.
As a percent of revenues, research and development expense remained unchanged
at 3.0% for the six months ended December 25, 2001 and for the same period of
2000.

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Interest Expense

Interest expense decreased 78.9% to $20,000 for the six months ended December
25, 2001 from $95,000 for the same period of 2000. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding and lower
interest rates.

Interest Income

Interest income decreased 82.9% to $36,000 for the six months ended December
25, 2001 from $210,000 for the same period in 2000. This decrease was
primarily due to a decrease in the balance of invested cash.

Taxes on Income

The provision for income taxes decreased to $1.2 million for the six months
ended December 25, 2001 from $1.5 million for the 2000 period. The effective
tax rate for both periods was approximately 37%.

Net Income

The Companys net income for the six months ended December 25, 2001 decreased
24.2% to $2.0 million from $2.6 million for the same period of 2000. This
decrease was primarily 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, 2003. 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 $2.0 million during the first two quarters of
fiscal year 2002 mainly for a land purchase and new machinery and equipment and
anticipates making additional capital expenditures of approximately
$2.0 - $3.0
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 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 banks prime rate (4.75% as of December 25, 2001).
It expires on February 1, 2003. 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 December 25, 2001, the Companys outstanding
balance on the Revolving Credit Facility was $1,570,000.

Sensitivity Analysis

To assess exposure to interest rate changes, the Company has performed a
sensitivity analysis assuming the Company maintained $1.57 million balance
outstanding under the Revolving Line of Credit. The monthly interest payment,
if the rate stayed constant, would be $6,215. If the prime rate rose 100 basis
points, the monthly interest payment would equal $7,523. The Company does not
believe the risk resulting from such fluctuations is material nor that the
payment required would have a material effect on cash flow.

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PART II  OTHER INFORMATION



|Item 1. |  | Changes in Securities
|------- |  | ---------------------

Not applicable.



|Item 2. |  | Defaults upon Senior Securities
|------- |  | -------------------------------

Not applicable.



|Item 3. |  | Submission of Matters to a Vote of Security Holders
|------- |  | ---------------------------------------------------

On November 27, 2001 the Company held its Annual Meeting of Shareholders in
Torrance, California. At that meeting, the shareholders elected all eight
directors nominated by the Board of Directors. The number of votes cast for or
against for each director were as follows:

|                        |  |                      |           |         |  |         |         |  |  |  |         | 
|----------------------- |  | -------------------- | --------- | ------- |  | ------- | ------- |  |  |  | ------- | 
|                        |  | Number of Votes Cast |           |         |  |        
|                        |  |                      |           |         |  |        
|                        |  | For                  |           | Against |  | Unvoted
|                        |  |                      |           |         |  |        
|O. Victor Edelbrock     |  |                      | 4,258,180 |         |  |         | 273,912 |  |  |  | 544,147 | 
|Jeffrey L. Thompson     |  |                      | 4,259,776 |         |  |         | 272,316 |  |  |  | 544,147 | 
|Aristedes T. Feles      |  |                      | 4,259,776 |         |  |         | 272,316 |  |  |  | 544,147 | 
|Cathleen Edelbrock-Ford |  |                      | 4,261,626 |         |  |         | 270,466 |  |  |  | 544,147 | 
|Timothy D. Pettit       |  |                      | 4,519,064 |         |  |         | 13,028  |  |  |  | 544,147 | 
|Jerry Herbst            |  |                      | 4,519,064 |         |  |         | 13,028  |  |  |  | 544,147 | 
|Alexander Michalowski   |  |                      | 4,518,964 |         |  |         | 13,128  |  |  |  | 544,147 | 
|Richard M. Wilbur       |  |                      | 4,518,064 |         |  |         | 14,028  |  |  |  | 544,147 | 

In addition, the shareholders approved by a vote of 4,525,094 for, 3,198
abstained, 544,147 unvoted, and 3,800 against, the ratification of the
appointment of Grant Thornton LLP as independent auditors of the Company for
the fiscal year ending June 30, 2002.



|Item 4. |  | Other Information
|------- |  | -----------------

Not applicable.



|Item 5. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------

Exhibits

|     |                                                                                                  
|---- | -------------------------------------------------------------------------------------------------
|10.1 | Amendment to Business Loan Agreement between Edelbrock Corporation
and Bank of America, NT and SA

Reports on Form 8-K

There were no reports on Form 8-K filed during the three months ended
December 25, 2001.

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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: February 7, 2002 |  | ARISTEDES T. FELES                                                             
|                       |  |                                                                                
|                       |  | Aristedes T. Feles
Vice President Finance,
Chief Financial Officer and
Director

14