<PAGE>   1
 DRAFT COPY-11
 Updated 2/02/99
   9:00 p.m.
                                  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, 1998 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 4, 1999, the Company had 5,251,930 shares of Common Stock
outstanding.



                                       1
<PAGE>   2




                              EDELBROCK CORPORATION
                FORM 10-Q FOR THE QUARTER ENDED DECEMBER 25, 1998
                                      INDEX


<TABLE>
<CAPTION>


Part I   FINANCIAL STATEMENTS                                                        Page
         --------------------                                                        ----
<S>                                                                                  <C>

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets as of December 25, 1998
                    and June 30, 1998...............................................   3

                  Consolidated Statements of Income for the Three Months
                     and Six Months Ended December 25, 1998 and 1997................   4

                  Condensed Consolidated Statements of Cash Flows for the Six
                    Months Ended December 25, 1998 and 1997 ........................   5

                  Notes to Consolidated Interim Financial Statements ...............   6


         Item 2.  Management's Discussion and Analysis of Financial Condition and
                    Results of Operations ..........................................   7-11

         Item 3.  Quantitative and Qualitative Disclosure About Market Risk.........   12


Part II  OTHER INFORMATION   .......................................................   13-15
         -----------------
</TABLE>



                                       2
<PAGE>   3


                              EDELBROCK CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                             December 25,            June 30,
                                                                 1998                  1998
                                                             --------------         -----------
                                                              (Unaudited)
<S>                                                         <C>                     <C>
ASSETS
Current assets
    Cash and cash equivalents...........................         $4,165,000          $8,370,000
    Accounts receivable, net ...........................         23,334,000          21,222,000
    Inventories ........................................         16,935,000          16,776,000
    Prepaid expenses and other..........................          1,363,000           1,288,000
                                                             --------------         -----------
Total current assets....................................         45,797,000          47,656,000

Property, plant and equipment, net......................         35,365,000          35,676,000
Other ..................................................          1,495,000           1,643,000
                                                             --------------         -----------
Total assets  ..........................................        $82,657,000         $84,975,000
                                                             ==============         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
    Accounts payable....................................        $10,572,000         $14,724,000
    Accrued expenses ...................................          2,650,000           3,610,000
    Current portion of long-term debt  .................             62,000              62,000
                                                             --------------         -----------
Total current liabilities...............................         13,284,000          18,396,000

Long-term debt..........................................          2,093,000           2,123,000
Deferred income taxes ..................................          2,790,000           2,725,000

Shareholders' equity ...................................         64,490,000          61,731,000
                                                             --------------         -----------
Total liabilities and shareholders' equity .............        $82,657,000         $84,975,000
                                                             ==============         ===========
</TABLE>


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


                                       3
<PAGE>   4


                              EDELBROCK CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                             Three months ended                  Six months ended
                                                 December 25,                      December 25,
                                       --------------------------------   -------------------------------

                                            1998             1997             1998              1997
                                       ---------------   --------------   --------------    -------------
<S>                                     <C>               <C>             <C>               <C>

Revenues............................       $25,602,000      $22,805,000      $48,197,000      $43,243,000
Cost of sales.......................        15,789,000       14,181,000       29,334,000       26,608,000
                                       ---------------   --------------   --------------    -------------
    Gross profit....................         9,813,000        8,624,000       18,863,000       16,635,000
                                       ---------------   --------------   --------------    -------------
Operating expenses
    Selling, general and
     administrative.................         6,403,000        5,404,000       12,675,000       11,073,000
    Research and development........           763,000          608,000        1,441,000        1,175,000
    Write-off of uncollectible
     receivable.....................           400,000        1,878,000          400,000        1,878,000
                                       ---------------   --------------   --------------    -------------
    Total operating expenses .......         7,566,000        7,890,000       14,516,000       14,126,000
                                       ---------------   --------------   --------------    -------------
Operating income....................         2,247,000          734,000        4,347,000        2,509,000
Interest expense....................            51,000           69,000          102,000          138,000
Interest income.....................            66,000           83,000          172,000          192,000
                                       ---------------   --------------   --------------    -------------
Income before taxes on income.......         2,262,000          748,000        4,417,000        2,563,000
Taxes on income.....................           838,000          275,000        1,635,000          948,000
                                       ---------------   --------------   --------------    -------------
Net income .........................        $1,424,000         $473,000       $2,782,000       $1,615,000
                                       ===============   ==============   ==============    =============
Basic net income per share .........             $0.27            $0.09            $0.53            $0.31
                                       ===============   ==============   ==============    =============
Diluted net income per share .......             $0.27            $0.09            $0.52            $0.30
                                       ===============   ==============   ==============    =============
Basic weighted average number
 of shares outstanding .............         5,249,000        5,250,000        5,253,000        5,250,000
                                       ===============   ==============   ==============    =============
Diluted weighted average number
of shares outstanding ..............         5,309,000        5,389,000        5,311,000        5,398,000
                                       ===============   ==============   ==============    =============
</TABLE>


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


                                       4
<PAGE>   5




                              EDELBROCK CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                   Six months ended
                                                                      December 25,
                                                              ---------------------------
                                                                1998              1997
                                                              ----------       ----------
<S>                                                           <C>              <C>

Increase (Decrease) in Cash and Cash Equivalents
Operating activities
    Net income .........................................      $2,782,000       $1,615,000
    Write-off of uncollectible receivable ..............         400,000        1,878,000
    Depreciation and amortization.......................       2,207,000        1,983,000
    Net change in operating assets and liabilities......      (7,792,000)      (7,698,000)
                                                            ------------      -----------
Net cash used in operating activities ..................      (2,403,000)      (2,222,000)
                                                            ------------      -----------

Investing activities
    Capital expenditures................................      (1,897,000)      (4,113,000)
    Other ..............................................         183,000          279,000
                                                            ------------      -----------
Net cash used in investing activities ..................      (1,714,000)      (3,834,000)
                                                            ------------      -----------

Financing activities
    Proceeds from issuance of common stock
        under stock option plan ........................         154,000           25,000
    Payments to acquire treasury stock .................        (212,000)             -0-
    Debt repayments ....................................         (30,000)         (28,000)
                                                            ------------      -----------
    Net cash used in financing activities ..............         (88,000)          (3,000)
                                                            ------------      -----------
Net decrease in cash and cash equivalents ..............      (4,205,000)      (6,059,000)
Cash and cash equivalents at beginning of period........       8,370,000        9,744,000
                                                            ============      ===========
Cash and cash equivalents at end of period .............      $4,165,000       $3,685,000
                                                            ============      ===========
Supplemental disclosure of cash flow information
  Cash paid during the period for
    Interest............................................        $102,000         $139,000
                                                            ============      ===========
    Income taxes........................................      $2,200,000       $1,850,000
                                                            ============      ===========
</TABLE>


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



                                       5
<PAGE>   6




                              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, 1998 and for the three and six month periods ended
December 25, 1998, are unaudited, but include all adjustments (consisting only
of normal recurring adjustments) which the Company considers necessary for a
fair presentation. The June 30, 1998 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, 1998
(File No. 0-24802). Certain amounts have been reclassified to conform to the
December 25, 1998 presentation.

These unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes, and
should be read in conjunction with the Company's audited consolidated financial
statements included in the Form 10-K indicated above. Operating results for the
three and six month periods ended December 25, 1998 are not necessarily
indicative of the results that may be expected for the fiscal year ending June
30, 1999.

NOTE 2 - INVENTORIES

Inventories at December 25, 1998 and June 30, 1998 consisted of the following:

<TABLE>
<CAPTION>

                                                      December 25,         June 30,
                                                      ------------        -----------
                                                      (Unaudited)
<S>                                                 <C>                 <C>
         Raw materials............................... $10,470,000         $10,493,000
         Work in process.............................   1,085,000             930,000
         Finished goods..............................   5,380,000           5,353,000
                                                      -----------         -----------
                                                      $16,935,000         $16,776,000
                                                      ===========         ===========
</TABLE>


NOTE 3 - LEGAL PROCEEDINGS

On January 6, 1999, Edelbrock was served with a complaint filed by Super Shops,
Inc. ("Super Shops") in the United Sates Bankruptcy court for the Central
District of California wherein Super Shops seeks to recover approximately $1.8
million in allegedly preferential payments made by Super Shops to Edelbrock in
the ninety days prior to the commencement of Super Shops' chapter 11 case under
the United States Bankruptcy code, 11 U.S.C. Sections 101-1330 (the
"Bankruptcy Code"). As previously disclosed, in September 1997, Super Shops
filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code.
At the time of Super Shops' filing, Edelbrock was one of Super Shop's largest
unsecured creditors and, in December 1997, Edelbrock wrote-off approximately
$1.9 million of unsecured trade receivables relating to Super Shops. Edelbrock
intends vigorously to defend this preference action and believes that it has
numerous valid defenses to Super Shops' claims including, without limitation,
that the payments by Super Shops to Edelbrock were made in the ordinary course
of business and that Edelbrock provided significant new value to Super Shops
after the date on which the allegedly preferential transfers were received.
Edelbrock believes that the claims made by Super Shops ultimately will be
disposed of in a manner which will not have a material adverse effect upon the
business or financial position of Edelbrock.




                                       6
<PAGE>   7


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, 1998. 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, Performer IAS Shock
Absorbers and other performance components for most domestic V8 and selected V6
engines. The Company currently offers over 1,800 performance automotive and
motorcycle aftermarket parts for street, off-road, recreational and competition
vehicle use. In addition, the Company offers performance aftermarket manifolds,
camshafts, cylinder heads, air cleaners, and carburetors for Harley-Davidson and
selected off-road motorcycles.

In May 1997, the Company entered the performance shock absorber aftermarket
utilizing RICOR Racing and Development, L.P.'s patented "inertia sensitive
system." The Company is currently producing shock absorbers for 163 different
two-and four-wheel drive applications for Ford, Chevrolet, Chrysler and selected
foreign manufactured vehicles.

      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

During the most recent peak manufacturing period, the Company used substantially
all of its manufacturing capability for producing its specialty performance
automotive and motorcycle aftermarket parts.

In September 1998, the Company announced its intent to construct a 65,950 square
foot distribution facility on Company-owned property adjacent to its exhaust
system and shock absorber production facilities in Torrance, California. The
Company expects this facility to be fully operational in July 1999.

    Seasonality

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




                                       7
<PAGE>   8





THREE MONTHS ENDED DECEMBER 25, 1998, COMPARED TO THREE MONTHS ENDED
      DECEMBER 25, 1997:

      Revenues

Revenues increased 12.3% to $25.6 million for the three months ended December
25, 1998 from $22.8 million for the same period of 1997. This increase was
primarily the result of an increase of approximately $1.0 million, or 11.6%, in
the sale of Edelbrock Performer Series carburetors; an increase of approximately
$.4 million, or 21.2%, in the sale of aluminum automotive cylinder heads, an
increase of approximately $1.5 million, or 24.2%, in the sale of aluminum intake
manifolds, and an increase of approximately $.3 million, or 68.5% in the sale of
Performer IAS Shock Absorbers.

    Cost of Sales

Cost of sales increased 11.3% to $15.8 million for the three months ended
December 25, 1998 from $14.2 million for the same period of 1997. As a percent
of revenues, cost of sales decreased to 61.7% for the three months ended
December 25, 1998 from 62.2% for the same period of 1997. This decrease in cost
of sales was primarily due to a favorable change in product sales mix toward
Company manufactured products for which the Company achieves higher margins.

    Selling, General and Administrative Expense

Selling, general and administrative expense increased 18.5% to $6.4 million for
the three months ended December 25, 1998 from $5.4 million for the same period
of 1997. This increase was primarily due to increased advertising expense and
sales commissions associated with increased sales and costs associated with the
Company's implementation of the QS9000 quality standard. As a percent of
revenues, selling, general and administrative expense increased to 25.0% for the
three months ended December 25, 1998 from 23.7% for the same period of 1997.


    Research and Development Expense

Research and development expense increased 25.5% to $763,000 for the three
months ended December 25, 1998 from $608,000 for the same period of 1997. As a
percent of revenues, research and development expense increased to 3.0% for the
three months ended December 25, 1998 from 2.7% for the same period of 1997. This
increase was primarily due to the addition of personnel to the Company's
research and development staff to meet the rising demand for its products.

    Write-off of Uncollectible Receivable

In December 1998, the Company wrote-off approximately $400,000 of unsecured
trade receivables relating to Champion Auto Stores, Inc. a Minnesota based
automotive parts retailer who filed for voluntary petitions for reorganization
under Chapter 11 of the Federal Bankruptcy Code in May 1998 and was further
converted to Chapter 7 Liquidation in December 1998. The $400,000 write-off
represents all of the outstanding receivable balance, a portion of which was
previously reserved.

In December 1997, the Company wrote-off approximately $1.9 million of unsecured
trade receivables relating to Super Shops, Inc., which filed a voluntary
petition for reorganization under Chapter 11 of the Federal Bankruptcy Code and
further obtained court approval in February 1998 to begin a "Going Out of
Business Sale" under Chapter 11 of the Federal Bankruptcy Code.


                                       8
<PAGE>   9


    Interest Expense

Interest expense decreased 26.1% to $51,000 for the three months ended December
25, 1998 from $69,000 for the same period of 1997. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding.

    Interest Income

Interest income decreased 20.5% to $66,000 for the three months ended December
25, 1998 from $83,000 for the same period in 1997. The decrease was primarily
due to a decrease in the balance of the Company's excess working capital
investments.

    Taxes on Income

The provision for income taxes increased to $838,000 for the three months ended
December 25, 1998 from $276,000 million for the 1997 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, 1998 increased
201.1% to $1.4 million from $473,000 for the same period of 1997. This increase
was primarily the result of the decrease in the write-off of the uncollectible
receivable as compared to the prior year as mentioned above.

SIX MONTHS ENDED DECEMBER 25, 1998, COMPARED TO SIX MONTHS ENDED
    DECEMBER 25, 1997

    Revenues

Revenues increased 11.5% to $48.2 million for the six months ended December 25,
1998 from $43.2 million for the same period of 1997. This increase was primarily
the result of an increase of approximately $1.8 million, or 10.7%, in the sale
of Edelbrock Performer Series carburetors, an increase of approximately $984,000
or 26.5%, in the sale of aluminum cylinder heads, an increase of approximately
$2.3 million, or 18.8%, in the sale of aluminum intake manifolds, and an
increase of approximately $780,000, or 112.7% in the sale of Performer IAS shock
absorbers.

    Cost of Sales

Cost of sales increased 10.2% to $29.3 million for the six months ended December
25, 1998 from $26.6 million for the same period of 1997. As a percent of
revenues, cost of sales decreased to 60.9% for the six months ended December 25,
1998 from 61.5% for the same period of 1997. This decrease in cost of sales was
primarily due to favorable change in product sales mix toward Company
manufactured products for which the Company achieves higher margins.

    Selling, General and Administrative Expense

Selling, general and administrative expense increased 14.5% to $12.7 million for
the six months ended December 25, 1998 from $11.1 million for the same period of
1997. This increase was due primarily to increased sales commissions and freight
costs associated with increased sales increases in advertising expenditures and
costs associated with the Company's implementation of the QS9000 quality
standard. As a percent of revenues, selling, general and administrative expense
increased to 26.3% for the six months ended December 25, 1998 from 25.6% for the
same period of 1997.



                                       9
<PAGE>   10



    Research and Development Expense

Research and development expense increased 22.6% to $1.44 million for the six
months ended December 25, 1998 from $1.18 million for the same period of 1997.
As a percent of revenues, research and development expense increased to 3.0% for
the six months ended December 25, 1998 from 2.7% for the same period of 1997.
This increase was primarily due to the addition of personnel to the Company's
research and development staff to meet the rising demand for its products.

    Write-off of Uncollectible Receivable

In December 1998, the Company wrote-off approximately $400,000 of unsecured
trade receivables relating to Champion Auto Stores, Inc.a Minnesota based
automotive parts retailer who filed for voluntary petitions for reorganization
under Chapter 11 of the Federal Bankruptcy Code in May 1998 and was further
converted to Chapter 7 Liquidation in December 1998. The $400,000 write-off
represents all of the outstanding receivable balance, a portion of which was
previously reserved.

In December 1997, the Company wrote-off approximately $1.9 million of unsecured
trade receivables relating to Super Shops, Inc., which filed a voluntary
petition for reorganization under Chapter 11 of the Federal Bankruptcy Code and
further obtained court approval in February 1998 to begin a "Going Out of
Business Sale" under Chapter 11 of the Federal Bankruptcy Code.

    Interest Expense

Interest expense decreased 26.1% to $102,000 for the six months ended December
25, 1998 from $138,000 for the same period of 1997. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding.


    Interest Income

Interest income decreased 10.4% to $172,000 for the six months ended December
25, 1998 from $192,000 for the same period in 1997. This decrease was primarily
due to a decrease in the balance of the Company's excess working capital
investments.

    Taxes on Income

The provision for income taxes increased to $1.6 million for the six months
ended December 25, 1998 from $948,000 for the 1997 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, 1998 increased
72.3% to $2.8 million from $1.6 million for the same period of 1997. This
increase was primarily the result of the decrease in the write-off of the
uncollectible receivable as compared to the prior year as 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



                                       10
<PAGE>   11



under the Company's $2.0 million revolving credit facility ("Revolving Credit
Facility") which expires on February 1, 2000. 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 anticipates making capital
expenditures of approximately $6.5 - $8.0 million in fiscal year 1999 primarily
for construction of its new distribution facility and additional capital
equipment to increase production capacity.

YEAR 2000 COMPLIANCE

Computers, software and other equipment utilizing microprocessors that use only
two digits to identify a year in a date field may be unable to process
accurately certain date-based information at or after the year 2000. This is
commonly referred to as the "Year 2000 issue," and the Company is addressing
this issue on several different fronts. First, the Company has requested Year
2000 compliance certification from each of its major vendors and suppliers for
their hardware or software products and for their internal business applications
and processes. Second, the Company has established a separate team to coordinate
solutions to the Year 2000 issue for its own internal information systems, for
which it has completed all remediation for Year 2000 compliance in the fourth
calendar quarter of 1998. As part of its initial phase of its Year 2000
readiness, the Company installed Oracle applications and database. In order to
complete the Year 2000 readiness program for it's information systems, the
Company upgraded its existing Oracle applications (Version 10.6) to release
10.7. Amounts incurred in connection with the Year 2000 compliance program were
not material to its financial condition or results of operations. The Company
does not believe that its business will be adversely affected by the Year 2000
issue in any material respect. Nevertheless, achieving Year 2000 compliance is
dependent on many factors, some of which are not completely within the Company's
control, including without limitation, the availability and cost of trained
personnel and effectiveness of software upgrades used by the Company and its
vendors and suppliers. Should either the Company's internal systems or the
internal systems of one or more significant vendors or suppliers fail to achieve
Year 2000 compliance, the Company's business and its results of operations could
be adversely affected. For Year 2000 issues which, if not timely resolved, could
have a significant impact on the Company's operations, the Company intends to
develop contingency plans. Those plans will be designed to minimize the impact
of failure to achieve Year 2000 compliance. Those contingency plans are expected
to be reasonably developed in early calendar 1999.

"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, the success of the
Company's, its vendors', and its suppliers' Year 2000 compliance programs and
other risks identified herein and in other documents filed by the Company with
the Securities and Exchange Commission.




                                       11
<PAGE>   12




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 a $2 million line of credit with an interest rate
based on the prime rate (currently 7.75%). It expires on February 1, 2000.
Because the interest rate on the Revolving Credit Facility is variable, the
Company' 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, 1998, the
Company's outstanding balance on the Revolving Credit Facility was zero. Even if
the Company were to draw down on the line prior to its expiration and an
unpredicted increase in the prime rate occurred, it would not likely have a
material effect.

    Sensitivity Analysis

To assess exposure to interest rate changes, the Company has performed a
sensitivity analysis assuming the Company had a $1 million balance outstanding
under the Revolving Line of Credit. The monthly interest payment, if the rate
stayed constant, would be $6,458. If the prime rate rose 100 basis points, the
monthly interest payment would equal $7,292. 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.




                                       12
<PAGE>   13




                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

      On January 6, 1999, Edelbrock was served with a complaint filed by Super
      Shops, Inc. ("Super Shops") in the United Sates Bankruptcy court for the
      Central District of California wherein Super Shops seeks to recover
      approximately $1.8 million in allegedly preferential payments made by
      Super Shops to Edelbrock in the ninety days prior to the commencement of
      Super Shops' chapter 11 case under the United States Bankruptcy code, 11
      U.S.C. Sections 101-1330 (the "Bankruptcy Code"). As previously
      disclosed, in September 1997, Super Shops filed a voluntary petition for
      relief under chapter 11 of the Bankruptcy Code. At the time of Super
      Shops' filing, Edelbrock was one of Super Shop's largest unsecured
      creditors and, in December 1997, Edelbrock wrote-off approximately $1.9
      million of unsecured trade receivables relating to Super Shops.

      Edelbrock intends vigorously to defend this preference action and believes
      that it has numerous valid defenses to Super Shops' claims including,
      without limitation, that the payments by Super Shops to Edelbrock were
      made in the ordinary course of business and that Edelbrock provided
      significant new value to Super Shops after the date on which the allegedly
      preferential transfers were received. Edelbrock believes that the claims
      made by Super Shops ultimately will be disposed of in a manner which will
      not have a material adverse effect upon the business or financial position
      of Edelbrock.

Item 2.  Changes in Securities

      Not applicable.

Item 3.  Defaults upon Senior Securities

      Not applicable.

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

On November 18, 1998, 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:

<TABLE>
<CAPTION>
                                                   Number of Votes Cast
                                                 ------------------------
                                                   For            Against
                                                 ---------        -------
<S>                                              <C>              <C>
O. Victor Edelbrock                              4,468,750          2,501
Jeffrey L. Thompson                              4,468,750          2,501
Aristedes T. Feles                               4,468,750          2,501
Cathleen Edelbrock                               4,468,750          2,501
E. A. Breitenbach                                4,468,750          2,501
Jerry Herbst                                     4,468,750          2,501
Alexander Michalowski                            4,468,750          2,501
Richard M. Wilbur                                4,468,750          2,501
</TABLE>

In addition, the shareholders approved by a vote of 4,462,958 for, and 2,195
against, the ratification of the appointment of BDO Seidman, LLP as independent
auditors of the Company for the fiscal year ending June 30, 1999.

Item 5.  Other Information

      Not applicable.

Item 6.  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

      10.2  Purchasing Agreement between Edelbrock Corporation and Magneti
            Marelli, USA, Inc.

      27.1  Financial Data Schedule

      Reports on Form 8-K

      There were no reports on Form 8-K filed during the three months ended
December 25, 1998.



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<PAGE>   14


                                   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  4, 1999                       JEFFREY L. THOMPSON
                                                ------------------------------
                                                Jeffrey L. Thompson
                                                Executive Vice President,
                                                Chief Operating Officer and
                                                Director




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