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

FORM 10-Q

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

|                                                  |  |                                
|------------------------------------------------- |  | -------------------------------
|For the Quarterly Period Ended September 25, 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 November 8, 2002, the Company had 5,451,915 shares of Common Stock
outstanding.

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TABLE OF CONTENTS



|                            |                                                                                               |                                                              |  |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------ |  |  |  |  |  | 
|                            |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                       
|                            |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME                           
|                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS             
|                            |                                                                                               | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                            | Item 3. Quantitative and Qualitative Disclosure About Market Risk                            
|                            | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION
|SIGNATURES                 
|SECTION 302 CERTIFICATION  
|SECTION 302 CERTIFICATION  
|EXHIBIT 99.1               



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

|                   |  |                      |       |         |    |                                                                                       |  |                                                                                                        |      |      |     | 
|------------------ |  | -------------------- | ----- | ------- | -- | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ | ---- | ---- | --- | 
|                   |  |                      |       |         |    |                                                                                       |  |                                                                                                        |      | Page
|                   |  |                      |       |         |    |                                                                                       |  |                                                                                                        |      |     
|Part I             |  | FINANCIAL STATEMENTS |       |         |    |                                                                                      
|                  
|                   |  |                      |       | Item 1. |    | Financial Statements                                                                  |  |                                                                                                        |      |     
|                  
|                   |  |                      |       |         |    |                                                                                       |  | Condensed Consolidated Balance Sheets as of September 25, 2002
and June 30, 2002                       |      |      | 3   | 
|                  
|                   |  |                      |       |         |    |                                                                                       |  | Consolidated Statements of Income for the Three Months
Ended September 25, 2002 and 2001               |      |      | 4   | 
|                  
|                   |  |                      |       |         |    |                                                                                       |  | Condensed Consolidated Statements of Cash Flows for the Three
Months Ended September 25, 2002 and 2001 |      |      | 5   | 
|                  
|                   |  |                      |       |         |    |                                                                                       |  | Notes to Condensed Consolidated Interim Financial Statements                                           |      |      | 6-8 | 
|                  
|                   |  |                      |       | Item 2. |    | Managements Discussion and Analysis of Financial Condition and
Results of Operations |  |                                                                                                        | 9-11 |     
|                  
|                   |  |                      |       | Item 3. |    | Quantitative and Qualitative Disclosure about Market Risk                             |  |                                                                                                        | 12   |     
|                  
|                   |  |                      |       | Item 4. |    | Disclosure Controls and Procedures                                                    |  |                                                                                                        | 12   |     
|                  
|Part II            |  | OTHER INFORMATION    |       |         | 13 |                                                                                      
|                  
|SIGNATURES         |  |                      | 14    |        
|                  
|302 CERTIFICATIONS |  |                      | 15-16 |        

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                           |                                   |   |               |            |          |   |             |            | 
|------------------------------------------ | --------------------------------- | - | ------------- | ---------- | -------- | - | ----------- | ---------- | 
|                                           |                                   |   | September 25, |            | June 30,
|                                           |                                   |   | 2002          |            | 2002    
|                                           |                                   |   |               |            |         
|                                           |                                   |   | (Unaudited)   |            |          |   |            
|ASSETS                                     |                                   |   |               |            |          |   |             |           
|Current assets                             |                                   |   |               |            |          |   |             |           
|                                           | Cash and cash equivalents         |   | $             | 5,113,000  |          |   | $           | 7,682,000  | 
|                                           | Accounts receivable, net          |   |               | 24,846,000 |          |   |             | 31,892,000 | 
|                                           | Inventories                       |   |               | 26,775,000 |          |   |             | 23,359,000 | 
|                                           | Prepaid expenses and other        |   |               | 2,977,000  |          |   |             | 2,869,000  | 
|                                           |                                   |   |               |            |          |   |             |           
|Total current assets                       |                                   |   | 59,711,000    |            |          |   | 65,802,000  |           
|Property, plant and equipment, net         |                                   |   | 38,651,000    |            |          |   | 38,564,000  |           
|Goodwill                                   |                                   |   | 1,172,000     |            |          |   | 1,172,000   |           
|License agreement                          |                                   |   | 758,000       |            |          |   | 758,000     |           
|Other                                      |                                   |   | 1,252,000     |            |          |   | 1,266,000   |           
|                                           |                                   |   |               |            |          |   |             |           
|Total assets                               |                                   | $ | 101,544,000   |            |          | $ | 107,562,000 |           
|                                           |                                   |   |               |            |          |   |             |           
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                   |   |               |            |          |   |             |           
|Current liabilities                        |                                   |   |               |            |          |   |             |           
|                                           | Accounts payable                  |   | $             | 8,857,000  |          |   | $           | 14,519,000 | 
|                                           | Accrued expenses                  |   |               | 3,814,000  |          |   |             | 4,954,000  | 
|                                           | Current portion of long-term debt |   |               | 60,000     |          |   |             | 67,000     | 
|                                           |                                   |   |               |            |          |   |             |           
|Total current liabilities                  |                                   |   | 12,731,000    |            |          |   | 19,540,000  |           
|Long-term debt                             |                                   |   | 519,000       |            |          |   | 527,000     |           
|Deferred income taxes                      |                                   |   | 3,263,000     |            |          |   | 3,318,000   |           
|Shareholders equity                       |                                   |   | 85,031,000    |            |          |   | 84,177,000  |           
|                                           |                                   |   |               |            |          |   |             |           
|Total liabilities and shareholders equity |                                   | $ | 101,544,000   |            |          | $ | 107,562,000 |           
|                                           |                                   |   |               |            |          |   |             |           

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

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EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                                        |                                     |   |                    |            |      |   |            |           | 
|------------------------------------------------------- | ----------------------------------- | - | ------------------ | ---------- | ---- | - | ---------- | --------- | 
|                                                        |                                     |   | Three months ended
|                                                        |                                     |   | September 25,     
|                                                        |                                     |   |                   
|                                                        |                                     |   | 2002               |            | 2001
|                                                        |                                     |   |                    |            |     
|Revenues                                                |                                     | $ | 25,874,000         |            |      | $ | 25,425,000 |          
|Cost of sales                                           |                                     |   | 15,839,000         |            |      |   | 16,282,000 |          
|                                                        |                                     |   |                    |            |      |   |            |          
|                                                        | Gross profit                        |   |                    | 10,035,000 |      |   |            | 9,143,000 | 
|                                                        |                                     |   |                    |            |      |   |            |          
|Operating expenses                                      |                                     |   |                    |            |      |   |            |          
|                                                        | Selling, general and administrative |   |                    | 7,844,000  |      |   |            | 7,254,000 | 
|                                                        | Research and development            |   |                    | 835,000    |      |   |            | 813,000   | 
|                                                        |                                     |   |                    |            |      |   |            |          
|                                                        | Total operating expenses            |   |                    | 8,679,000  |      |   |            | 8,067,000 | 
|                                                        |                                     |   |                    |            |      |   |            |          
|Operating income                                        |                                     |   | 1,356,000          |            |      |   | 1,076,000  |          
|Interest expense                                        |                                     |   | 20,000             |            |      |   | 9,000      |          
|Interest income                                         |                                     |   | 20,000             |            |      |   | 33,000     |          
|                                                        |                                     |   |                    |            |      |   |            |          
|Income before taxes on income                           |                                     |   | 1,356,000          |            |      |   | 1,100,000  |          
|Taxes on income                                         |                                     |   | 502,000            |            |      |   | 407,000    |          
|                                                        |                                     |   |                    |            |      |   |            |          
|Net income                                              |                                     | $ | 854,000            |            |      | $ | 693,000    |          
|                                                        |                                     |   |                    |            |      |   |            |          
|Basic net income per share *                            |                                     | $ | 0.16               |            |      | $ | 0.12       |          
|                                                        |                                     |   |                    |            |      |   |            |          
|Diluted net income per share *                          |                                     | $ | 0.16               |            |      | $ | 0.12       |          
|                                                        |                                     |   |                    |            |      |   |            |          
|Basic weighted average number of shares outstanding *   |                                     |   | 5,452,000          |            |      |   | 5,584,000  |          
|Effect of dilutive stock options and warrants           |                                     |   | 12,000             |            |      |   |           |          
|                                                        |                                     |   |                    |            |      |   |            |          
|Diluted weighted average number of shares outstanding * |                                     |   | 5,464,000          |            |      |   | 5,584,000  |          
|                                                        |                                     |   |                    |            |      |   |            |          



|* |  | Net income per share and share amounts for the three months ended
September 25, 2001 have been retroactively adjusted to account for the
Companys 10% stock dividend distributed in June 2002.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                 |                                 |                                                |            |                    |            |      |            |   |            |  
|------------------------------------------------ | ------------------------------- | ---------------------------------------------- | ---------- | ------------------ | ---------- | ---- | ---------- | - | ---------- | -
|                                                 |                                 |                                                |            | Three months ended
|                                                 |                                 |                                                |            | September 25,     
|                                                 |                                 |                                                |            |                   
|                                                 |                                 |                                                |            | 2002               |            | 2001
|                                                 |                                 |                                                |            |                    |            |     
|Increase (Decrease) in Cash and Cash Equivalents |                                 |                                                |            |                    |            |      |            |  
|Operating activities                             |                                 |                                                |            |                    |            |      |            |  
|                                                 |                                 | Net income                                     |            | $                  | 854,000    |      |            | $ | 693,000    |  
|                                                 |                                 | Depreciation and amortization                  |            |                    | 1,342,000  |      |            |   | 1,517,000  |  
|                                                 |                                 | Loss (gain) on sale of equipment               |            |                    | (2,000     | )    |            |   | 3,000      |  
|                                                 |                                 | Net change in operating assets and liabilities |            |                    | (3,381,000 | )    |            |   | (3,620,000 | )
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Net cash used in operating activities            |                                 |                                                | (1,187,000 | )                  |            |      | (1,407,000 | )
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Investing activities                             |                                 |                                                |            |                    |            |      |            |  
|                                                 |                                 | Acquisition of property, plant and equipment   |            |                    | (1,431,000 | )    |            |   | (1,412,000 | )
|                                                 |                                 | Issuance of notes receivable                   |            |                    |           |      |            |   | (38,000    | )
|                                                 |                                 | Distributions from partnership                 |            |                    | 60,000     |      |            |   | 70,000     |  
|                                                 |                                 | Proceeds from sale of equipment                |            |                    | 4,000      |      |            |   | 22,000     |  
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Net cash used in investing activities            |                                 |                                                | (1,367,000 | )                  |            |      | (1,358,000 | )
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Financing activities                             |                                 |                                                |            |                    |            |      |            |  
|                                                 |                                 | Payments to acquire treasury stock             |            |                    |           |      |            |   | (68,000    | )
|                                                 |                                 | Debt repayments                                |            |                    | (15,000    | )    |            |   | (10,000    | )
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Net cash used in financing activities            |                                 |                                                | (15,000    | )                  |            |      | (78,000    | )
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Net decrease in cash and cash equivalents        |                                 |                                                | (2,569,000 | )                  |            |      | (2,843,000 | )
|Cash and cash equivalents at beginning of period |                                 |                                                | 7,682,000  |                    |            |      | 5,995,000  |  
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Cash and cash equivalents at end of period       |                                 | $                                              | 5,113,000  |                    |            | $    | 3,152,000  |  
|                                                 |                                 |                                                |            |                    |            |      |            |  
|Supplemental disclosure of cash flow information |                                 |                                                |            |                    |            |      |            |  
|                                                 | Cash paid during the period for |                                                |            |                    |            |      |            |   |           
|                                                 |                                 | Interest                                       |            | $                  | 20,000     |      |            | $ | 9,000      |  
|                                                 |                                 |                                                |            |                    |            |      |            |  
|                                                 |                                 | Income taxes                                   |            | $                  | 960,000    |      |            | $ | 580,000    |  
|                                                 |                                 |                                                |            |                    |            |      |            |  

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

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EDELBROCK CORPORATION
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1  Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated interim financial statements of Edelbrock
Corporation (the Company) at September 25, 2002 and for the three month
periods ended September 25, 2002 and 2001 are unaudited, but include all
adjustments (consisting only of normal recurring adjustments) which the Company
considers necessary for a fair presentation. The June 30, 2002 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, 2002 (File No. 0-24802).

These unaudited financial statements have been prepared in accordance with
accounting principals generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes, and should be read in conjunction with the Companys
audited consolidated financial statements included in the Form 10-K indicated
above. Operating results for the three-month period ended September 25, 2002
are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2003.

Accounts Receivable

The Company maintains reserves for cash and other discounts, returns and
potential credit losses. Accounts receivable reserves are based on (i) the
Companys estimate of the rate at which customers take credit discounts allowed
and, (ii) the Companys specific assessment of the collectibility of all past
due accounts.

Segment Reporting

The Company is centrally managed and operates in one business segment:
specialty automotive and motorcycle aftermarket parts.

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Note 1  Summary of Significant Accounting Policies (concluded)

Basic and Diluted Net Income Per Share Information

Basic net income per share is based upon the weighted average number of common
shares outstanding which has been retroactively adjusted to reflect the
Companys 10% stock dividend distributed in June 2002. Diluted net income per
share is based on the assumption that options and warrants are included in the
calculation of diluted net income per share, except when their effect would be
anti-dilutive. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as if funds
obtained thereby were used to purchase common stock at the average market price
during the period. Below is the calculation of basic and diluted net income
per share for each period:

|                                              |         |   |                    |      |      |   |           |      | 
|--------------------------------------------- | ------- | - | ------------------ | ---- | ---- | - | --------- | ---- | 
|                                              |         |   | Three Months Ended
|                                              |         |   | September 25,     
|                                              |         |   |                   
|                                              |         |   | 2002               |      | 2001
|                                              |         |   |                    |      |     
|Net income                                    |         | $ | 854,000            |      |      | $ | 693,000   |     
|                                              |         |   |                    |      |      |   |           |     
|Basic weighted average shares outstanding *   |         |   | 5,452,000          |      |      |   | 5,584,000 |     
|Employee stock options and warrants *         |         |   | 12,000             |      |      |   |          |     
|                                              |         |   |                    |      |      |   |           |     
|Diluted weighted average shares outstanding * |         |   | 5,464,000          |      |      |   | 5,584,000 |     
|                                              |         |   |                    |      |      |   |           |     
|Net income per share: *                       |         |   |                    |      |      |   |           |     
|                                              | Basic   |   | $                  | 0.16 |      |   | $         | 0.12 | 
|                                              |         |   |                    |      |      |   |           |     
|                                              | Diluted |   | $                  | 0.16 |      |   | $         | 0.12 | 
|                                              |         |   |                    |      |      |   |           |     

The following options and warrants were excluded from the computation of
diluted net income per share as a result of the exercise price exceeding the
average market price of the shares of common stock:

|                                                          |  |                    |                |      |  |   |               | 
|--------------------------------------------------------- |  | ------------------ | -------------- | ---- |  | - | ------------- | 
|                                                          |  | Three Months Ended
|                                                          |  | September 25,     
|                                                          |  |                   
|                                                          |  | 2002               |                | 2001
|                                                          |  |                    |                |     
|Options and warrants to purchase shares of
common stock * |  |                    | 62,344         |      |  |   | 184,680       | 
|                                                          |  |                    |                |      |  |   |               | 
|Exercise prices *                                         |  | $                  | 11.36 - $20.00 |      |  | $ | 9.60 - $20.00 | 
|                                                          |  |                    |                |      |  |   |               | 



|* |  | References to share amounts, net income per share, and exercise prices
reflect a 10% stock dividend distributed in June 2002.
|- |  | -----------------------------------------------------------------------------------------------------------------------------

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Note 2  Inventories

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

|                |  |               |            |          |  |   |            | 
|--------------- |  | ------------- | ---------- | -------- |  | - | ---------- | 
|                |  | September 25, |            | June 30,
|                |  |               |            |         
|                |  | (Unaudited)   |            |          |  |  
|Raw materials   |  | $             | 15,702,000 |          |  | $ | 13,306,000 | 
|Work in process |  |               | 2,054,000  |          |  |   | 2,056,000  | 
|Finished goods  |  |               | 9,019,000  |          |  |   | 7,997,000  | 
|                |  |               |            |          |  |   |            | 
|                |  | $             | 26,775,000 |          |  | $ | 23,359,000 | 
|                |  |               |            |          |  |   |            | 

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

The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company for the quarter ended
September 25, 2002. The following should be read in conjunction with the
Condensed Consolidated Interim Financial Statements and related notes appearing
elsewhere herein.

Overview

The Company was founded in 1938, and is one of Americas leading manufacturers
and marketers of specialty performance automotive and motorcycle aftermarket
parts. The Company designs, manufactures, packages and markets performance
automotive and motorcycle aftermarket parts, including intake manifolds,
carburetors, camshafts, cylinder heads, exhaust systems, shock absorbers and
other performance components for most domestic V8 and selected V6 engines and
sport compact 4 cylinder engines. In addition, the Company offers performance
aftermarket manifolds, camshafts, cylinder heads, air cleaners, and carburetors
for Harley-Davidson and other selected brand motorcycles. Also, through the
acquisition of certain assets of Russell Performance Products, Inc., 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 approximately 7,500 performance
automotive and motorcycle aftermarket parts for street, off-road, recreational
and competition vehicle use.

Product Mix

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

Manufacturing Capacity

The Company used substantially all of its manufacturing capacity for producing
its specialty performance automotive and motorcycle aftermarket parts for the
quarter ended September 25, 2002.

Seasonality

The Companys sales are subject to seasonal variations. Customer orders and
sales are greatest in the second, third and fourth quarters of the Companys
fiscal year in anticipation of and during the spring and summer months.
Accordingly, revenues and operating income tend to be relatively higher in
these quarters. This seasonality typically results in reduced earnings for the
Companys first quarter because a significant portion of operating expenses is
fixed throughout the fiscal year.

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Three Months Ended September 25, 2002, Compared to Three Months Ended
September 25, 2001:

Revenues

Revenues increased 1.8% to $25.9 million for the three months ended
September 25, 2002 from $25.4 million for the same period of 2001. This
slight increase was primarily the result of an increase of approximately
$582,000, or 6.3%, in the sale of Edelbrock automotive carburetors; and an
increase of approximately $375,000, or 6.6%, in the sale of aluminum intake
manifolds; offset by a decrease of approximately $118,000, or 9.2% , in the
sale of Russell Performance products; a decrease of approximately
$239,000, or 14.4%, in the sale of valve covers and air cleaners; and a
decrease of approximately $122,0000, or 14.3%, in the sale of shock
absorbers. The overall increase can also be partially attributed to the
Companys product price increases which went into effect January 1, 2002.
The price increase ranged from 0% to 5.0%, which resulted in an effective
price increase of approximately 3.5% overall.

Cost of Sales

Cost of sales decreased 2.7% to $15.8 million for the three months ended
September 25, 2002 from $16.3 million for the same period of 2001. As a
percent of revenues, cost of sales decreased to 61.2% for the three months
ended September 25, 2002 from 64.0% for the same period of 2001. The decrease
in cost of sales as a percent of revenues was primarily due to the Companys
increase in sales prices which became effective for orders received after
January 1, 2002 and a decrease in depreciation expense.

Selling, General and Administrative Expense

Selling, general and administrative expenses increased 8.1% to $7.8 million for
the three months ended September 25, 2002 from $7.3 million for the same period
of 2001. As a percent of revenues, selling, general and administrative expense
increased to 30.3% for the three months ended September 25, 2002 from 28.5% for
the same period of 2001. The increase in expenses and as a percentage of
revenues were mainly due to increased shipping costs, salaries, and advertising
and marketing expenditures in connection with the promotion of existing and new
product applications.

Research and Development Expense

Research and development (R & D) expense increased 2.7% to $835,000 for the
three months ended September 25, 2002 from $813,000 for the same period of
2001. As a percent of revenues, R & D expense remained unchanged at 3.2% for
the three months ended September 25, 2002 and for the same period of 2001.

Interest Expense

Interest expense increased 122.2% to $20,000 for the three months ended
September 25, 2002 from $9,000 for the same period of 2001. The increase was
primarily due to interest paid to the State of Michigan for taxes accrued in
1999, 2000, and 2001 for which the State of Michigan declared it was owed. The
Company re-allocated certain California income to the State of Michigan for
these periods. The Company has paid these taxes plus interest to the State of
Michigan and has filed for a refund from the State of California for the same
three years that is substantially equal to the taxes paid to the State of
Michigan.

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Interest Income

Interest income decreased 39.4% to $20,000 for the three months ended September
25, 2002 from $33,000 for the same period in 2001. The decrease was primarily
due to lower interest rates and a decrease in the balance of invested funds.

Taxes on Income

The provision for income taxes increased to $502,000 for the three months ended
September 25, 2002 from $407,000 for the 2001 period. The effective tax rate
for both the 2002 and 2001 periods was approximately 37%.

Net Income

The Companys net income for the three months ended September 25, 2002
increased 23.2% to $854,000 from $693,000 for the same period of 2001. This
increase was the result of the items mentioned above.

Liquidity and Capital Resources

The Companys liquidity requirements arise primarily from the funding of its
seasonal working capital needs and capital expenditures. Historically, the
Company has met these liquidity requirements through cash flow generated from
operating activities and with borrowed funds under the Companys $8.0 million
revolving credit facility (Revolving Credit Facility) which expires on
February 1, 2003. The Company expects to renew this credit facility prior to
expiration. Due to seasonal demand for the Companys products, the Company
builds inventory during the first and second fiscal quarters in advance of the
typically stronger selling periods during the third and fourth fiscal quarters.

The Company believes that funds generated from operations and funds available
under the Revolving Credit Facility together with cash balances will be
adequate to meet its working capital, debt service and capital expenditure
requirements through the next twelve months. The Company has made capital
expenditures of approximately $1.4 million during the first quarter of fiscal
year 2003 mainly for new machinery and computer equipment and anticipates
making additional capital expenditures of approximately $2.5 - $4.0 million for
the remainder of fiscal year 2003 primarily for additional capital equipment to
increase production capacity and efficiency.

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

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

11



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##### Table of Contents






Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Companys exposure to interest rate changes is primarily related to its
variable rate debt which may be outstanding from time to time under the
Companys Revolving Credit Facility with Bank of America, NT & SA. The
Companys Revolving Credit Facility is an $8 million line of credit with an
interest rate based on the prime rate (4.75% as of September 25, 2002) and
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 September 25, 2002, the Companys outstanding balance on the
Revolving Credit Facility was zero.




Item 4. Controls and Procedures

The Companys President, Chief Executive Officer, and Chairman of the Board, O.
Victor Edelbrock, and the Companys Vice-President of Finance and Chief
Financial Officer, Aristedes T. Feles, have evaluated the Companys internal
controls and disclosure controls and procedures within 90 days of the filing of
this report. These controls and procedures are designed to ensure that all of
the information required to be disclosed by the Company in its periodic reports
filed with the Securities and Exchange Commission (the Commission) is
recorded, processed, summarized and reported within the time periods specified
by the Commission and that the information is communicated to Messrs. Edelbrock
and Feles on a timely basis.

Based on their evaluation, Messrs. Edelbrock and Feles concluded that the
Companys internal controls and disclosure controls and procedures are suitable
and effective for the Company, taking into consideration the size and nature of
the Companys business and operations. No significant deficiencies or material
weaknesses in the controls or procedures were detected, and no corrective
actions were necessary. Subsequent to the date of their evaluation, there have
been no significant changes in the Companys internal controls, disclosure
controls and procedures, or in other factors that could significantly affect
the controls or procedures.

12



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##### Table of Contents






PART II  OTHER INFORMATION

|        |  |                                                                                                                                  |  |  |  | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Item 1. |  | Legal Proceedings                                                                                                                |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | Not applicable.                                                                                                                  |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|Item 2. |  | Changes in Securities                                                                                                            |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | Not applicable.                                                                                                                  |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|Item 3. |  | Defaults upon Senior Securities                                                                                                  |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | Not applicable.                                                                                                                  |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                              |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | Not applicable.                                                                                                                  |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|Item 5. |  | Other Information                                                                                                                |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | Not applicable.                                                                                                                  |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                 |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | Exhibits                                                                                                                         |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | 99.1.     Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|        |  |                                                                                                                                  |  |  |  | 
|        |  | Reports on Form 8-K                                                                                                              |  |  |  | 
|        |  |                                                                                                                                  |  |  |  | 
|        |  | There were no reports on Form 8-K filed during the three months ended
September 25, 2002.                                       

13



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##### Table of Contents






SIGNATURES

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



| | EDELBROCK CORPORATIONRegistrant
| | -------------------------------



|Date:    November 8, 2002 | ARISTEDES T. FELESAristedes T. Feles
Vice President of Finance
Chief Financial Officer and
Director
|------------------------- | ---------------------------------------------------------------------------------------------------

14



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##### Table of Contents






SECTION 302 CERTIFICATION

I, O. Victor Edelbrock, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Edelbrock
Corporation;                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Edelbrock Corporation as of, and for, the periods presented in
this quarterly report;            
|  
|4. |  | Edelbrock Corporations other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for Edelbrock Corporation
and have:                                                                                           



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to Edelbrock Corporation, including its
consolidated subsidiary, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of Edelbrock Corporations disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and                                                                                                
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                             



|5. |  | Edelbrock Corporations other certifying officer and I have disclosed,
based on our most recent evaluation, to Edelbrock Corporations auditors
and the Audit Committee of Edelbrock Corporations Board of Directors (or
persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect Edelbrock Corporations ability
to record, process, summarize and report financial data and have
identified for Edelbrock Corporations auditors any material weaknesses
in internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in Edelbrock Corporations
internal controls; and                                                                                                                                               



|6. |  | Edelbrock Corporations other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 8, 2002

| |  |        |  |                                                
| |  | ------ |  | -----------------------------------------------
| |  | By:    |  | O. VICTOR EDELBROCK                            
| |  |        |  |                                                
| |  | Name:  |  | O. Victor Edelbrock                            
| |  | Title: |  | Chairman, President and Chief
Executive Officer

15



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##### Table of Contents






SECTION 302 CERTIFICATION

I, Aristedes T. Feles, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Edelbrock
Corporation;                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Edelbrock Corporation as of, and for, the periods presented in
this quarterly report;            
|  
|4. |  | Edelbrock Corporations other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for Edelbrock Corporation
and have:                                                                                           



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to Edelbrock Corporation, including its
consolidated subsidiary, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of Edelbrock Corporations disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and                                                                                                
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                             



|5. |  | Edelbrock Corporations other certifying officer and I have disclosed,
based on our most recent evaluation, to Edelbrock Corporations auditors
and the Audit Committee of Edelbrock Corporations Board of Directors (or
persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect Edelbrock Corporations ability
to record, process, summarize and report financial data and have
identified for Edelbrock Corporations auditors any material weaknesses
in internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in Edelbrock Corporations
internal controls; and                                                                                                                                               



|6. |  | Edelbrock Corporations other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 8, 2002

| |  |        |  |                                                      
| |  | ------ |  | -----------------------------------------------------
| |  | By:    |  | ARISTEDES T. FELES                                   
| |  |        |  |                                                      
| |  | Name:  |  | Aristedes T. Feles                                   
| |  | Title: |  | Vice-President of Finance and
Chief Financial Officer

16