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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 March 25, 2002 |  | Commission File Number 34-24802

EDELBROCK CORPORATION

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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 May 8, 2002, the Company had 4,954,333 shares of Common Stock
outstanding.

1



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TABLE OF CONTENTS



|                            |                                                                                                |                                                    |  |  |  |  |  | 
|--------------------------- | ---------------------------------------------------------------------------------------------- | -------------------------------------------------- |  |  |  |  |  | 
|                            |                                                                                                | 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 Conditions and Results of Operations
|                            | Item 3. Quantitative and Qualitative Disclosure About Market Risk                             
|PART II  OTHER INFORMATION
|                            | Item 1. Changes in Securities                                                                 
|                            | Item 2. Defaults upon Senior Securities                                                       
|                            | Item 3. Submission of Matters to a Vote of Security Holders                                   
|                            | Item 4. Other Information                                                                     
|                            | Item 5. Exhibits and Reports on Form 8-K                                                      
|SIGNATURES                 



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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 25, 2002
INDEX

|        |  |                      |  |                                                                                                      |  |     
|------- |  | -------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ----
|        |  |                      |  |                                                                                                      |  | Page
|        |  |                      |  |                                                                                                      |  |     
|Part I  |  | FINANCIAL STATEMENTS |  |                                                                                                     
|        |  | Item 1.              |  | Interim Financial Statements                                                                         |  |     
|        |  |                      |  | Condensed Consolidated Balance Sheets as of March 25, 2002
and June 30, 2001                         |  | 3   
|        |  |                      |  | Consolidated Statements of Income for the Three Months
and Nine Months Ended March 25, 2002 and 2001 |  | 4   
|        |  |                      |  | Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended March 25, 2002 and 2001    |  | 5   
|        |  |                      |  | Notes to Consolidated Financial Statements                                                           |  | 6   
|        |  | Item 2.              |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                |  | 8-13
|Part II |  | OTHER INFORMATION    |  | 14                                                                                                  

2



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##### Table of Contents



EDELBROCK CORPORATION




CONDENSED CONSOLIDATED BALANCE SHEETS


|                                           |                                   |   |             |            |          |   |             |            | 
|------------------------------------------ | --------------------------------- | - | ----------- | ---------- | -------- | - | ----------- | ---------- | 
|                                           |                                   |   | March 25,   |            | June 30,
|                                           |                                   |   | 2002        |            | 2001    
|                                           |                                   |   | (Unaudited) |            |         
|ASSETS                                     |                                   |   |             |            |          |   |             |           
|Current assets                             |                                   |   |             |            |          |   |             |           
|                                           | Cash and cash equivalents         |   |             |           |          |   | $           | 5,995,000  | 
|                                           | Accounts receivable, net          |   |             | 32,564,000 |          |   |             | 26,928,000 | 
|                                           | Inventories                       |   |             | 24,646,000 |          |   |             | 22,899,000 | 
|                                           | Prepaid expenses and other        |   |             | 2,407,000  |          |   |             | 1,968,000  | 
|                                           |                                   |   |             |            |          |   |             |           
|Total current assets                       |                                   |   | 59,617,000  |            |          |   | 57,790,000  |           
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Property, plant and equipment, net         |                                   |   | 39,042,000  |            |          |   | 40,913,000  |           
|Goodwill                                   |                                   |   | 1,172,000   |            |          |   | 1,172,000   |           
|License agreement                          |                                   |   | 758,000     |            |          |   | 758,000     |           
|Other                                      |                                   |   | 1,345,000   |            |          |   | 1,285,000   |           
|                                           |                                   |   |             |            |          |   |             |           
|Total assets                               |                                   | $ | 101,934,000 |            |          | $ | 101,918,000 |           
|                                           |                                   |   |             |            |          |   |             |           
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                   |   |             |            |          |   |             |           
|Current liabilities                        |                                   |   |             |            |          |   |             |           
|                                           | Accounts payable                  |   | $           | 12,185,000 |          |   | $           | 13,981,000 | 
|                                           | Accrued expenses                  |   |             | 3,650,000  |          |   |             | 4,165,000  | 
|                                           | Line of Credit                    |   |             | 525,000    |          |   |             |           | 
|                                           | Current portion of long-term debt |   |             | 62,000     |          |   |             | 63,000     | 
|                                           |                                   |   |             |            |          |   |             |           
|Total current liabilities                  |                                   |   | 16,422,000  |            |          |   | 18,209,000  |           
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Long-term debt                             |                                   |   | 542,000     |            |          |   | 563,000     |           
|Deferred income taxes                      |                                   |   | 3,064,000   |            |          |   | 3,122,000   |           
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|Shareholders equity                       |                                   |   | 81,906,000  |            |          |   | 80,024,000  |           
|                                           |                                   |   |             |            |          |   |             |           
|Total liabilities and shareholders equity |                                   | $ | 101,934,000 |            |          | $ | 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 |            | Nine months ended
|                                                      |                                              |   | March 25,          |            | March 25,        
|                                                      |                                              |   |                    |            |                  
|                                                      |                                              |   | 2002               |            | 2001              |   | 2002       |           | 2001
|                                                      |                                              |   |                    |            |                   |   |            |           |     
|Revenues                                              |                                              | $ | 28,194,000         |            |                   | $ | 25,968,000 |           |      | $ | 84,261,000 |            |  | $ | 79,337,000 |           
|Cost of sales                                         |                                              |   | 17,783,000         |            |                   |   | 16,955,000 |           |      |   | 53,781,000 |            |  |   | 50,094,000 |           
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|                                                      | Gross profit                                 |   |                    | 10,411,000 |                   |   |            | 9,013,000 |      |   |            | 30,480,000 |  |   |            | 29,243,000 | 
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|Operating expenses                                    |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|                                                      | Selling, general and administrative          |   |                    | 7,674,000  |                   |   |            | 7,959,000 |      |   |            | 22,949,000 |  |   |            | 22,569,000 | 
|                                                      | Research and development                     |   |                    | 912,000    |                   |   |            | 867,000   |      |   |            | 2,577,000  |  |   |            | 2,451,000  | 
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|                                                      | Total operating expenses                     |   |                    | 8,586,000  |                   |   |            | 8,826,000 |      |   |            | 25,526,000 |  |   |            | 25,020,000 | 
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|Operating income                                      |                                              |   | 1,825,000          |            |                   |   | 187,000    |           |      |   | 4,954,000  |            |  |   | 4,223,000  |           
|Interest expense                                      |                                              |   | 31,000             |            |                   |   | 111,000    |           |      |   | 51,000     |            |  |   | 206,000    |           
|Interest income                                       |                                              |   | 2,000              |            |                   |   | 9,000      |           |      |   | 38,000     |            |  |   | 219,000    |           
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|Income before taxes on income                         |                                              |   | 1,796,000          |            |                   |   | 85,000     |           |      |   | 4,941,000  |            |  |   | 4,236,000  |           
|Taxes on income                                       |                                              |   | 664,000            |            |                   |   | 31,000     |           |      |   | 1,828,000  |            |  |   | 1,567,000  |           
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|Net income                                            |                                              | $ | 1,132,000          |            |                   | $ | 54,000     |           |      | $ | 3,113,000  |            |  | $ | 2,669,000  |           
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|Basic net income per share                            |                                              | $ | 0.23               |            |                   | $ | 0.01       |           |      | $ | 0.62       |            |  | $ | 0.53       |           
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|Diluted net income per share                          |                                              | $ | 0.23               |            |                   | $ | 0.01       |           |      | $ | 0.62       |            |  | $ | 0.53       |           
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Basic weighted average number of shares
outstanding   |                                              |   | 4,954,000          |            |                   |   | 5,077,000  |           |      |   | 5,007,000  |            |  |   | 5,077,000  |           
|                                                      | Effect of diluted stock options
and warrants |   |                    |           |                   |   |            |          |      |   |            |           |  |   |            |           | 
|                                                      |                                              |   |                    |            |                   |   |            |           |      |   |            |            |  |   |            |           
|Diluted weighted average number of
shares outstanding |                                              |   | 4,954,000          |            |                   |   | 5,077,000  |           |      |   | 5,007,000  |            |  |   | 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)


|                                                    |                                 |                                                                                                           |            |                   |             |      |            |   |             |  
|--------------------------------------------------- | ------------------------------- | --------------------------------------------------------------------------------------------------------- | ---------- | ----------------- | ----------- | ---- | ---------- | - | ----------- | -
|                                                    |                                 |                                                                                                           |            | Nine months ended
|Increase (Decrease) in Cash and Cash Equivalents    |                                 | March 25,                                                                                                
|                                                    |                                 |                                                                                                          
|                                                    |                                 |                                                                                                           |            | 2002              |             | 2001
|                                                    |                                 |                                                                                                           |            |                   |             |     
|Operating activities                                |                                 |                                                                                                           |            |                   |             |      |            |  
|                                                    |                                 | Net income                                                                                                |            | $                 | 3,113,000   |      |            | $ | 2,669,000   |  
|                                                    |                                 | Depreciation and amortization                                                                             |            |                   | 4,668,000   |      |            |   | 4,706,000   |  
|                                                    |                                 | Gain on sale of property, plant, and equipment                                                            |            |                   | (24,000     | )    |            |   | (8,000      | )
|                                                    |                                 | Net change in operating assets and liabilities                                                            |            |                   | (10,380,000 | )    |            |   | (12,535,000 | )
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Net cash used in operating activities               |                                 |                                                                                                           | (2,623,000 | )                 |             |      | (5,168,000 | )
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Investing activities                                |                                 |                                                                                                           |            |                   |             |      |            |  
|                                                    |                                 | Capital expenditures                                                                                      |            |                   | (2,814,000  | )    |            |   | (3,016,000  | )
|                                                    |                                 | Purchase of certain assets of Russell Performance
Products, Inc., including acquisition costs of
$135,000 |            |                   |            |      |            |   | (3,335,000  | )
|                                                    |                                 | Other                                                                                                     |            |                   | 170,000     |      |            |   | 75,000      |  
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Net cash used in investing activities               |                                 |                                                                                                           | (2,644,000 | )                 |             |      | (6,276,000 | )
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Financing activities                                |                                 |                                                                                                           |            |                   |             |      |            |  
|                                                    |                                 | Payments to acquire treasury stock                                                                        | (1,131,000 | )                 |             |      |           |  
|                                                    |                                 | Dividends paid on common stock                                                                            |            |                   | (100,000    | )    |            |   | (105,000    | )
|                                                    |                                 | Borrowings under line of credit                                                                           |            |                   | 525,000     |      |            |   | 4,100,000   |  
|                                                    |                                 | Debt repayments and principal payments under
capital lease obligation                                     |            |                   | (22,000     | )    |            |   | (1,921,000  | )
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Net cash (used in) provided by financing activities |                                 |                                                                                                           | (728,000   | )                 |             |      | 2,074,000  |  
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Net decrease in cash and cash equivalents           |                                 |                                                                                                           | (5,995,000 | )                 |             |      | (9,370,000 | )
|Cash and cash equivalents at beginning of period    |                                 |                                                                                                           | 5,995,000  |                   |             |      | 9,883,000  |  
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Cash and cash equivalents at end of period          |                                 | $                                                                                                         |           |                   |             | $    | 513,000    |  
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|Supplemental disclosure of cash flow information:   |                                 |                                                                                                           |            |                   |             |      |            |  
|                                                    | Cash paid during the period for |                                                                                                           |            |                   |             |      |            |   |            
|                                                    |                                 | Interest                                                                                                  |            | $                 | 51,000      |      |            | $ | 206,000     |  
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  
|                                                    |                                 | Income taxes                                                                                              |            | $                 | 2,540,000   |      |            | $ | 2,850,000   |  
|                                                    |                                 |                                                                                                           |            |                   |             |      |            |  

The accompanying notes are an integral part of the interim financial
statements.

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EDELBROCK CORPORATION




NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS


(Unaudited)


Note 1  Basis of Presentation

The consolidated interim financial statements of Edelbrock Corporation (the
Company or Edelbrock) at March 25, 2002 and for the three and nine month
periods ended March 25, 2002, 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 for a complete presentation, 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
nine month periods ended March 25, 2002 are not necessarily indicative of the
results that may be expected for the fiscal year ending June 30, 2002.

The presentation of certain March 25, 2001 information has been reclassified to
conform with the current period presentation.

Note 2  Inventories

Inventories at March 25, 2002 and June 30, 2001 consisted of the following:

|                |  |             |            |          |  |   |            | 
|--------------- |  | ----------- | ---------- | -------- |  | - | ---------- | 
|                |  | March 25,   |            | June 30,
|                |  |             |            |         
|                |  | (Unaudited) |            |          |  |  
|Raw materials   |  | $           | 13,495,000 |          |  | $ | 12,232,000 | 
|Work in process |  |             | 1,833,000  |          |  |   | 1,837,000  | 
|Finished goods  |  |             | 9,318,000  |          |  |   | 8,830,000  | 
|                |  |             |            |          |  |   |            | 
|                |  | $           | 24,646,000 |          |  | $ | 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 March 25, 2001 periods:

|                                                    |  |                             |           |      |  |   |           | 
|--------------------------------------------------- |  | --------------------------- | --------- | ---- |  | - | --------- | 
|                                                    |  | Nine Months Ended March 25,
|                                                    |  |                            
|                                                    |  | 2002                        |           | 2001
|                                                    |  |                             |           |     
|Reported net income                                 |  | $                           | 3,113,000 |      |  | $ | 2,669,000 | 
|Effect of amortization expense of license
agreement |  |                             |          |      |  |   | 63,000    | 
|Effect of amortization expense of goodwill          |  |                             |          |      |  |   | 27,000    | 
|                                                    |  |                             |           |      |  |   |           | 
|Adjusted net income                                 |  | $                           | 3,113,000 |      |  | $ | 2,759,000 | 
|                                                    |  |                             |           |      |  |   |           | 
|Basic and diluted income per share:                 |  |                             |           |      |  |   |           | 
|Reported net income per share                       |  | $                           | 0.62      |      |  | $ | 0.53      | 
|Effect of amortization expense of license
agreement |  |                             |          |      |  |   | 0.01      | 
|Effect of amortization expense of goodwill          |  |                             |          |      |  |   |          | 
|                                                    |  |                             |           |      |  |   |           | 
|Adjusted net income per share                       |  | $                           | 0.62      |      |  | $ | 0.54      | 
|                                                    |  |                             |           |      |  |   |           | 

|                                                    |  |                              |           |      |  |   |         | 
|--------------------------------------------------- |  | ---------------------------- | --------- | ---- |  | - | ------- | 
|                                                    |  | Three Months Ended March 25,
|                                                    |  |                             
|                                                    |  | 2002                         |           | 2001
|                                                    |  |                              |           |     
|Reported net income                                 |  | $                            | 1,132,000 |      |  | $ | 54,000  | 
|Effect of amortization expense of license
agreement |  |                              |          |      |  |   | 21,000  | 
|Effect of amortization expense of goodwill          |  |                              |          |      |  |   | 27,000  | 
|                                                    |  |                              |           |      |  |   |         | 
|Adjusted net income                                 |  | $                            | 1,132,000 |      |  | $ | 102,000 | 
|                                                    |  |                              |           |      |  |   |         | 
|Basic and diluted income per share:                 |  |                              |           |      |  |   |         | 
|Reported net income per share                       |  | $                            | 0.23      |      |  | $ | 0.01    | 
|Effect of amortization expense of license
agreement |  |                              |          |      |  |   |        | 
|Effect of amortization expense of goodwill          |  |                              |          |      |  |   | 0.01    | 
|                                                    |  |                              |           |      |  |   |         | 
|Adjusted net income per share                       |  | $                            | 0.23      |      |  | $ | 0.02    | 
|                                                    |  |                              |           |      |  |   |         | 

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Note 4  Recent Accounting Pronouncement

The FASB recently issued Statement of Financial Accounting Standards No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS 144).
SFAS 144 requires the recognition of an impairment loss on long-lived assets if
the carrying amount exceeds its fair value, as determined using undiscounted
cash flows expected to result from the use and eventual disposition of the
asset. SFAS 144 is effective for the Companys fiscal year beginning on July
1, 2002. Management has not determined the impact on the Companys financial
statements of adopting SFAS 144.

Note 5  Subsequent Event

On May 7, 2002, the Company announced a 10 percent stock dividend payable to
shareholders of record as of May 28, 2002. The payable date for this dividend
has been set for June 7, 2002 and is in lieu of the Companys previous
semi-annual cash dividend.




|        |  |                                                                                       
|------- |  | --------------------------------------------------------------------------------------
|Item 2. |  | Managements Discussion and Analysis of Financial Conditions 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 nine
months ended March 25, 2002. 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.

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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.

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.

Three Months Ended March 25, 2002, Compared to Three Months Ended March 25, 2001

Revenues

Revenues increased 8.6% to $28.2 million for the three months ended March 25,
2002 from $26.0 million for the same period of 2001. This increase was
primarily the result of an increase of approximately $173,000, or 1.6%, in the
sale of Edelbrock automotive carburetors; an increase of approximately
$981,000, or 37.9%, in the sale of aluminum automotive cylinder heads; an
increase of approximately $139,000, or 2.2%, in the sale of aluminum automotive
intake manifolds; an increase of $134,000, or 21.7%, in the sale of exhaust
systems; and an increase of approximately $146,000, or 24.1%, in the sale of
shock absorbers.

Cost of Sales

Cost of sales increased 4.9% to $17.8 million for the three months ended March
25, 2002 from $17.0 million for the same period of 2001. As a percent of
revenues, cost of sales decreased to 63.1% for the three months ended March 25,
2002 from 65.3% for the same period of 2001. The decrease in the cost of sales
percentage was partially due to an increase in sales prices which went
effective January 1, 2002. In addition, the decrease in percentage of sales
can be attributed to higher revenues spread over relatively consistent fixed
costs.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased 3.6% to $7.7 million for
the three months ended March 25, 2002 from $8.0 million for the same period of
2001. As a percent of revenues, selling, general and administrative expense
decreased to 27.2% for the three months ended March 25, 2002 from 30.6% for the
same period of 2001. The overall decrease was primarily due to decreased
operating expenses associated with the integration of its Russell division,
decreased utility expenses, and decreased royalty expense due to the
modification in its license agreement with RICOR Racing and Development, L.P..
The decrease as a percentage of sales was mainly attributed to lower costs
spread over increased revenues.

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Research and Development Expense

Research and development (R & D) expense increased 5.2% to $912,000 for the
three months ended March 25, 2002 from $867,000 for the same period of 2001.
As a percent of revenues,
R & D expense decreased to 3.2% for the three months ended March 25, 2002 from
3.3% for the same period of 2001.

Interest Expense

Interest expense decreased 72.1% to $31,000 for the three months ended March
25, 2002 from $111,000 for the same period of 2001. The decrease was due to a
decrease in the principal amount of average debt outstanding and lower interest
rates.

Interest Income

Interest income decreased to $2,000 for the three months ended March 25, 2002
compared to $9,000 in the same period for 2001. The decrease was primarily due
to a decrease in the balance of invested cash.

Taxes on Income

The provision for income taxes was $664,000 for the three months ended March
25, 2002 and $31,000 for the same period of 2001. The effective tax rate for
both periods was approximately 37%.

Net Income

The Companys net income for the three months ended March 25, 2002 increased to
$1,132,000 from $54,000 for the same period of 2001. The increase in net
income was primarily the result of the items mentioned above.

Nine Months Ended March 25, 2002, Compared to Nine Months Ended March 25, 2001

Revenues

Revenues increased 6.2% to $84.3 million for the nine months ended March 25,
2002 from $79.3 million for the same period of 2001. This increase was
primarily the result of an increase of $90,000, or 0.3%, in the sale of
Edelbrock automotive carburetors; an increase of approximately $1.7 million, or
19.5%, in the sale of aluminum automotive cylinder heads; an increase of
$316,000, or 17.7%, in the sale of exhaust systems; an increase of $2.6
million, or 182.8%, in the sale of Russell Performance products; and an
increase of $315,000, or 85.7%, in the sale of Nitrous Oxide products.

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Cost of Sales

Cost of sales increased 7.4% to $53.8 million for the nine months ended March
25, 2002 from $50.1 million for the same period of 2001. As a percent of
revenues, cost of sales increased to 63.8% for the nine months ended March 25,
2002 from 63.1% for the same period of 2001. The slight increase in the cost of
sales percentage was partially due to an increase in labor rates and purchasing
costs which were partially offset by product sales price increases which went
into effect January 1, 2002.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 1.7% to $23.0 million for
the nine months ended March 25, 2002 from $22.6 million for the same period of
2001. As a percent of revenues, selling, general and administrative expense
decreased to 27.2% for the nine months ended March 25, 2002 from 28.4% for the
same period of 2001. The increase in expenses was partly due to increases in
labor rates, medical costs, and increased sales commissions associated with
increased sales offset by decreased utility expenses and decreased royalty
expenses due to the modification of its royalty license agreement with RICOR
Racing and Development, L.P.. The decrease as a percentage of sales was mainly
attributed to relatively consistent costs spread over increased revenues.

Research and Development Expense

Research and development (R & D) expense increased 5.1% to $2.6 million for
the nine months ended March 25, 2002 from $2.5 million for the same period of
2001. As a percent of revenues, R & D expense remained relatively unchanged at
3.1% for the nine months ended March 25, 2002 and 2001.

Interest Expense

Interest expense decreased 75.2% to $51,000 for the nine months ended March 25,
2002 from $206,000 for the same period of 2001. The decrease was due to a
decrease in the principal amount of average debt outstanding and lower interest
rates.

Interest Income

Interest income decreased 82.6% to $38,000 for the nine months ended March 25,
2002 from $219,000 for the same period in 2001. The decrease was primarily due
to a decrease in the balance of invested cash.

Taxes on Income

The provision for income taxes increased to $1.8 million for the nine months
ended March 25, 2002 from $1.6 million for the 2001 period. The effective tax
rate for both periods was approximately 37%.

Net Income

The Companys net income for the nine months ended March 25, 2002 increased
16.6% to
$3.1 million from $2.7 million for the same period of 2001. This increase in
net income for the current year was primarily the result of the items mentioned
above.

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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 $2.8 million during the three quarters of fiscal
year 2002. The Company anticipates making additional capital expenditures of
approximately $1.0 - $1.5 million for the remainder of the fiscal year 2002
primarily for additional capital equipment to increase production and internal
warehouse expansion to increase storage and shipping capacity.

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 banks prime rate (4.75% as of March 25, 2002). 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 March 25, 2002, the Companys outstanding balance on the
Revolving Credit Facility was $525,000.

Sensitivity Analysis

To assess exposure to interest rate changes, the Company has performed a
sensitivity analysis assuming the Company maintained a $525,000 balance
outstanding under the Revolving Line of Credit. The monthly interest payment,
if the rate stayed constant, would be $2,078. If the prime rate rose 100 basis
points, the monthly interest payment would equal $2,516. 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

Not applicable.




Item 4. Other Information

Not applicable.




Item 5. Exhibits and Reports on Form 8-K

Exhibits

None.

Reports on Form 8-K

There were no reports on Form 8-K filed during the three months ended
March 25, 2002.

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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: May 8, 2002 |  | ARISTEDES T. FELES                                                             
|                  |  |                                                                                
|                  |  | Aristedes T. Feles
Vice President Finance,
Chief Financial Officer and
Director

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