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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

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

|                                              |  |                                
|--------------------------------------------- |  | -------------------------------
|For the Quarterly Period Ended March 25, 2003 |  | Commission File Number 34-24802

EDELBROCK CORPORATION

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 33-0627520
(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 | [   ]
|--- | --- |  | -- | -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).



|Yes | [   ] |  | No | [X]
|--- | ----- |  | -- | ---

As of May 7, 2003, 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 CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|                            | Item 2. Managements Discussion and Analysis of Financial Conditions and Results of Operations
|                            | Item 3. Quantitative and Qualitative Disclosure About Market Risk                             
|                            | Item 4. Controls and Procedures                                                               
|PART II - OTHER INFORMATION
|SIGNATURES                 
|EXHIBIT 99.1               



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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 25, 2003
INDEX

|        |  |                      |  |                                                                                                      |      |       | 
|------- |  | -------------------- |  | ---------------------------------------------------------------------------------------------------- | ---- | ----- | 
|        |  |                      |  |                                                                                                      | Page
|        |  |                      |  |                                                                                                      |     
|Part I  |  | FINANCIAL STATEMENTS |  |                                                                                                      |     
|        |  | Item 1.              |  | Interim Financial Statements                                                                         |      |       | 
|        |  |                      |  | Condensed Consolidated Balance Sheets as of March 25, 2003
and June 30, 2002                         |      | 3     | 
|        |  |                      |  | Consolidated Statements of Income for the Three Months
and Nine Months Ended March 25, 2003 and 2002 |      | 4     | 
|        |  |                      |  | Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended March 25, 2003 and 2002    |      | 5     | 
|        |  |                      |  | Notes to Consolidated Financial Statements                                                           |      | 6     | 
|        |  | Item 2.              |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                |      | 12-19 | 
|        |  | Item 3.              |  | Quantitative and Qualitative Disclosure About Market Risk                                            |      | 20    | 
|        |  | Item 4.              |  | Controls and Procedures                                                                              |      | 20    | 
|Part II |  | OTHER INFORMATION    |  | 21-24                                                                                                |     

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                           |                                   |   |             |            |          |   |             |            | 
|------------------------------------------ | --------------------------------- | - | ----------- | ---------- | -------- | - | ----------- | ---------- | 
|                                           |                                   |   | March 25,   |            | June 30,
|                                           |                                   |   | 2003        |            | 2002    
|                                           |                                   |   |             |            |         
|                                           |                                   |   | (Unaudited) |            |          |   |            
|ASSETS                                     |                                   |   |             |            |          |   |             |           
|Current assets                             |                                   |   |             |            |          |   |             |           
|                                           | Cash and cash equivalents         |   | $           |           |          |   | $           | 7,682,000  | 
|                                           | Accounts receivable, net          |   |             | 30,970,000 |          |   |             | 31,892,000 | 
|                                           | Inventories                       |   |             | 29,018,000 |          |   |             | 23,359,000 | 
|                                           | Prepaid expenses and other        |   |             | 3,884,000  |          |   |             | 2,869,000  | 
|                                           |                                   |   |             |            |          |   |             |            | 
|Total current assets                       |                                   |   | 63,872,000  |            |          |   | 65,802,000  |           
|Property, plant and equipment, net         |                                   |   | 38,705,000  |            |          |   | 38,564,000  |           
|Goodwill                                   |                                   |   | 1,172,000   |            |          |   | 1,172,000   |           
|License agreement                          |                                   |   | 758,000     |            |          |   | 758,000     |           
|Other                                      |                                   |   | 1,312,000   |            |          |   | 1,266,000   |           
|                                           |                                   |   |             |            |          |   |             |            | 
|Total assets                               |                                   | $ | 105,819,000 |            |          | $ | 107,562,000 |           
|                                           |                                   |   |             |            |          |   |             |            | 
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                   |   |             |            |          |   |             |           
|Current liabilities                        |                                   |   |             |            |          |   |             |           
|                                           | Accounts payable                  |   | $           | 11,799,000 |          |   | $           | 14,519,000 | 
|                                           | Accrued expenses                  |   |             | 3,854,000  |          |   |             | 4,954,000  | 
|                                           | Current portion of long-term debt |   |             | 52,000     |          |   |             | 67,000     | 
|                                           |                                   |   |             |            |          |   |             |            | 
|Total current liabilities                  |                                   |   | 15,705,000  |            |          |   | 19,540,000  |           
|Long-term debt                             |                                   |   | 523,000     |            |          |   | 527,000     |           
|Deferred income taxes                      |                                   |   | 3,153,000   |            |          |   | 3,318,000   |           
|Shareholders equity                       |                                   |   | 86,438,000  |            |          |   | 84,177,000  |           
|                                           |                                   |   |             |            |          |   |             |            | 
|Total liabilities and shareholders equity |                                   | $ | 105,819,000 |            |          | $ | 107,562,000 |           
|                                           |                                   |   |             |            |          |   |             |            | 

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

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EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |            | 
|------------------------------------------------------- | ----------------------------------- | - | ------------------ | --------- | ----------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                                        |                                     |   | Three months ended |           | Nine months ended
|                                                        |                                     |   | March 25,          |           | March 25,        
|                                                        |                                     |   |                    |           |                  
|                                                        |                                     |   | 2003               |           | 2002              |   | 2003       |            | 2002
|                                                        |                                     |   |                    |           |                   |   |            |            |     
|Revenues                                                |                                     | $ | 25,658,000         |           |                   | $ | 28,194,000 |            |      | $ | 82,547,000 |            |  | $ | 84,261,000 |           
|Cost of sales                                           |                                     |   | 16,404,000         |           |                   |   | 17,783,000 |            |      |   | 52,161,000 |            |  |   | 53,781,000 |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|                                                        | Gross profit                        |   |                    | 9,254,000 |                   |   |            | 10,411,000 |      |   |            | 30,386,000 |  |   |            | 30,480,000 | 
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Operating expenses                                      |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|                                                        | Selling, general and administrative |   |                    | 8,056,000 |                   |   |            | 7,674,000  |      |   |            | 24,163,000 |  |   |            | 22,949,000 | 
|                                                        | Research and development            |   |                    | 865,000   |                   |   |            | 912,000    |      |   |            | 2,642,000  |  |   |            | 2,577,000  | 
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|                                                        | Total operating expenses            |   |                    | 8,921,000 |                   |   |            | 8,586,000  |      |   |            | 26,805,000 |  |   |            | 25,526,000 | 
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Operating income                                        |                                     |   | 333,000            |           |                   |   | 1,825,000  |            |      |   | 3,581,000  |            |  |   | 4,954,000  |           
|Interest expense                                        |                                     |   | 7,000              |           |                   |   | 31,000     |            |      |   | 38,000     |            |  |   | 51,000     |           
|Interest income                                         |                                     |   | 8,000              |           |                   |   | 2,000      |            |      |   | 46,000     |            |  |   | 38,000     |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Income before taxes on income                           |                                     |   | 334,000            |           |                   |   | 1,796,000  |            |      |   | 3,589,000  |            |  |   | 4,941,000  |           
|Taxes on income                                         |                                     |   | 124,000            |           |                   |   | 664,000    |            |      |   | 1,328,000  |            |  |   | 1,828,000  |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Net income                                              |                                     | $ | 210,000            |           |                   | $ | 1,132,000  |            |      | $ | 2,261,000  |            |  | $ | 3,113,000  |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Basic net income per share *                            |                                     | $ | 0.04               |           |                   | $ | 0.21       |            |      | $ | 0.41       |            |  | $ | 0.57       |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Diluted net income per share *                          |                                     | $ | 0.04               |           |                   | $ | 0.21       |            |      | $ | 0.41       |            |  | $ | 0.57       |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Basic weighted average number of shares
outstanding *   |                                     |   | 5,452,000          |           |                   |   | 5,450,000  |            |      |   | 5,452,000  |            |  |   | 5,507,000  |           
|Effect of diluted stock options and
warrants *          |                                     |   | 9,000              |           |                   |   |           |            |      |   | 9,000      |            |  |   |           |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           
|Diluted weighted average number of
shares outstanding * |                                     |   | 5,461,000          |           |                   |   | 5,450,000  |            |      |   | 5,461,000  |            |  |   | 5,507,000  |           
|                                                        |                                     |   |                    |           |                   |   |            |            |      |   |            |            |  |   |            |           



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

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

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|------------------------------------------------- | ---------------------------------------- | --------------------------------------------------------------------- | ---------- | ----------------- | ---------- | ---- | ---------- | ------ | ----------- | -
|                                                  |                                          |                                                                       |            | Nine months ended
|                                                  |                                          |                                                                       |            | March 25,        
|                                                  |                                          |                                                                       |            |                  
|                                                  |                                          |                                                                       |            | 2003              |            | 2002
|                                                  |                                          |                                                                       |            |                   |            |     
|Increase (Decrease) in Cash and Cash Equivalents  |                                          |                                                                       |            |                   |            |      |            |       
|Operating activities                              |                                          |                                                                       |            |                   |            |      |            |       
|                                                  |                                          | Net income                                                            |            | $                 | 2,261,000  |      |            | $      | 3,113,000   |  
|                                                  |                                          | Depreciation and amortization                                         |            |                   | 4,297,000  |      |            |        | 4,668,000   |  
|                                                  |                                          | Loss (gain) on sale of property, plant, and equipment                 |            |                   | 21,000     |      |            |        | (24,000     | )
|                                                  |                                          | Net change in operating assets and liabilities                        |            |                   | (9,869,000 | )    |            |        | (10,380,000 | )
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Net cash used in operating activities             |                                          |                                                                       | (3,290,000 | )                 |            |      | (2,623,000 | )     
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Investing activities                              |                                          |                                                                       |            |                   |            |      |            |       
|                                                  |                                          | Capital expenditures                                                  |            |                   | (4,453,000 | )    |            |        | (2,814,000  | )
|                                                  |                                          | Other                                                                 |            |                   | 80,000     |      |            |        | 170,000     |  
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Net cash used in investing activities             |                                          |                                                                       | (4,373,000 | )                 |            |      | (2,644,000 | )     
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Financing activities                              |                                          |                                                                       |            |                   |            |      |            |       
|                                                  |                                          | Payments to acquire treasury stock                                    |            |                   |           |      |            |        | (1,131,000  | )
|                                                  |                                          | Dividends paid on common stock                                        |            |                   |           |      |            |        | (100,000    | )
|                                                  |                                          | Borrowings under line of credit                                       |            |                   |           |      |            |        | 525,000     |  
|                                                  |                                          | Debt repayments and principal payments under
capital lease obligation |            |                   | (19,000    | )    |            |        | (22,000     | )
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Net cash used in financing activities             |                                          |                                                                       | (19,000    | )                 |            |      | (728,000   | )     
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Net decrease in cash and cash equivalents         |                                          |                                                                       | (7,682,000 | )                 |            |      | (5,995,000 | )     
|Cash and cash equivalents at beginning of period  |                                          |                                                                       | 7,682,000  |                   |            |      | 5,995,000  |       
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Cash and cash equivalents at end of period        |                                          | $                                                                     |           |                   |            | $    |           |       
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|Supplemental disclosure of cash flow information: |                                          |                                                                       |            |                   |            |      |            |       
|                                                  | Cash paid during the period for
Interest |                                                                       | $          | 38,000            |            |      | $          | 51,000 |            
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  
|                                                  |                                          | Income taxes                                                          |            | $                 | 2,927,000  |      |            | $      | 2,540,000   |  
|                                                  |                                          |                                                                       |            |                   |            |      |            |        |             |  

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

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements of Edelbrock Corporation (the
Company or Edelbrock) at March 25, 2003 and for the three and nine month
periods ended March 25, 2003 and 2002, are unaudited, but include all
adjustments (consisting only of normal recurring adjustments) which the Company
considers necessary for a fair presentation. The June 30, 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 principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes for a complete presentation, and should be read in
conjunction with the Companys audited consolidated financial statements
included in the Form 10-K indicated above. Operating results for the three and
nine month periods ended March 25, 2003 are not necessarily indicative of the
results that may be expected for the fiscal year ending June 30, 2003.

Accounts Receivable and Accounts Receivable Reserves

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. The actual cash and other discounts, returns and credit losses
have not differed materially from accrued estimated amounts for the nine months
ended March 25, 2003.

Segment Reporting

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

Controlling Stockholder

As of March 25, 2003, O. Victor Edelbrock, the Companys Chairman, President,
and Chief Executive Officer, has beneficial ownership of 52% of the Companys
common shares. As a result, Mr. Edelbrock has the ability to control the
Companys operations.

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Note 1 - Summary of Significant Accounting Policies (continued)

Stock  Based Compensation

FASB Statement 123, Accounting for Stock-Based Compensation, requires the
Company to provide pro forma information regarding net income and income per
share as if compensation cost for the Companys stock option plans had been
determined in accordance with the fair value based method prescribed in FASB
Statement 123. The Company estimates the fair value of each stock option at
the grant date by using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in fiscal 2002 and 2003:
dividend yield of zero percent, risk-free interest rate of 3 percent, expected
lives of ten years, and expected volatility of 65%, respectively. Under the
accounting provisions of FASB Statement 123, the Companys net income and
income per share for the respective periods of 2002 and 2003 would have been
reduced to the pro forma amounts indicated below:

|                      |                       |  |                    |         |                   |  |      |           |      |  |   |           |  |  |   |           | 
|--------------------- | --------------------- |  | ------------------ | ------- | ----------------- |  | ---- | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                      |                       |  | Three Months Ended |         | Nine Months Ended
|                      |                       |  | March 25,          |         | March 25,        
|                      |                       |  |                    |         |                  
|                      |                       |  | 2003               |         | 2002              |  | 2003 |           | 2002
|                      |                       |  |                    |         |                   |  |      |           |     
|Net income:           |                       |  |                    |         |                   |  |      |           |      |  |   |           |  |  |   |          
|                      | As reported           |  | $                  | 210,000 |                   |  | $    | 1,132,000 |      |  | $ | 2,261,000 |  |  | $ | 3,113,000 | 
|                      | Pro forma             |  | $                  | 203,000 |                   |  | $    | 1,118,000 |      |  | $ | 2,239,000 |  |  | $ | 3,070,000 | 
|Earnings per share: * |                       |  |                    |         |                   |  |      |           |      |  |   |           |  |  |   |          
|                      | As reported  Basic   |  | $                  | 0.04    |                   |  | $    | 0.21      |      |  | $ | 0.41      |  |  | $ | 0.57      | 
|                      | As reported  Diluted |  | $                  | 0.04    |                   |  | $    | 0.21      |      |  | $ | 0.41      |  |  | $ | 0.57      | 
|                      | Pro forma  Basic     |  | $                  | 0.04    |                   |  | $    | 0.21      |      |  | $ | 0.41      |  |  | $ | 0.56      | 
|                      | Pro forma  Diluted   |  | $                  | 0.04    |                   |  | $    | 0.21      |      |  | $ | 0.41      |  |  | $ | 0.56      | 



|* | - | Earnings per share have for the three and nine months period ended
March 25, 2002 have been retroactively adjusted to account for the
Companys 10% stock dividend distributed in June 2002.
|- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Note 2  New Accounting Pronouncements

In December 2002, the Financial Accounting Standard Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure  an amendment of SFAS
123. This statement amends SFAS No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has chosen to continue to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. Accordingly, compensation expense for stock options is
measured as the excess, if any, of the estimate of the market value of our
stock at the date of the grant over the amount an employee must pay to acquire
the stock. The Company intends to adopt the annual disclosure provisions of
SFAS No. 148 in its financial reports for the fiscal year ended June 30, 2003
and has adopted the interim disclosure provisions for financial reports for the
quarter ended March 25, 2003. The adoption of this standard did not have a
material impact on the Companys results of operations, financial position or
liquidity for the quarter ended March 25, 2003.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value only when the liability is
incurred, not when it is planned. The Company adopted the provisions of SFAS
No. 146 for exit or disposal activities that were initiated after December 31,
2002. The adoption of this standard did not have a material impact on the
Companys results of operations, financial position or liquidity for the
quarter ended March 25, 2003.

In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). This interpretation
elaborates on the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under specified guarantees
that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The disclosure requirements
in this interpretation were effective for financial statements of interim or
annual periods ending after December 15, 2002. Additionally, the recognition of
a guarantors obligation should be applied on a prospective basis to guarantees
issued after December 31, 2002. The adoption of FIN 45 did not have a material
effect on the Companys financial position or results of
operations for the quarter ended March 25, 2003.

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Note 2  New Accounting Pronouncements (continued)

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46). This interpretation explains how to
identify variable interest entities and how an enterprise assesses its interest
in a variable interest entity to decide whether to consolidate that entity.
This interpretation requires existing unconsolidated variable interest entities
to be consolidated by their primary beneficiaries if the entities do not
effectively disperse risks among parties involved. Variable interest entities
that effectively disperse risks will not be consolidated unless a single party
holds an interest or combination of interest that effectively recombines risks
that were previously dispersed. This interpretation applies immediately to
variable interest entities created after January 31, 2003, and to variable
interest entities in which an enterprise obtains an interest after that date.
It applies in the first fiscal year or interim period beginning after June 15,
2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN 46 did
not have a material effect on the Companys financial position or results of
operations for the quarter ended March 25, 2003.

Note 3 - Inventories

Inventories at March 25, 2003 and June 30, 2002 consisted of the following:

|                |  |             |            |          |  |   |            | 
|--------------- |  | ----------- | ---------- | -------- |  | - | ---------- | 
|                |  | March 25,   |            | June 30,
|                |  |             |            |         
|                |  | (Unaudited) |            |          |  |  
|Raw materials   |  | $           | 15,705,000 |          |  | $ | 13,306,000 | 
|Work in process |  |             | 2,106,000  |          |  |   | 2,056,000  | 
|Finished goods  |  |             | 11,207,000 |          |  |   | 7,997,000  | 
|                |  |             |            |          |  |   |            | 
|                |  | $           | 29,018,000 |          |  | $ | 23,359,000 | 
|                |  |             |            |          |  |   |            | 

9



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##### Table of Contents



Note 4  Basic and Diluted Net Income Per Share

Basic net income per share is based upon the weighted average number of common
shares outstanding. 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 |      | Nine Months Ended
|                                              |         |   | March 25,          |      | March 25,        
|                                              |         |   |                    |      |                  
|                                              |         |   | 2003               |      | 2002              |   | 2003      |      | 2002
|                                              |         |   |                    |      |                   |   |           |      |     
|Net income                                    |         | $ | 210,000            |      |                   | $ | 1,132,000 |      |      | $ | 2,261,000 |      |  | $ | 3,113,000 |     
|                                              |         |   |                    |      |                   |   |           |      |      |   |           |      |  |   |           |     
|Basic weighted average
shares
outstanding *   |         |   | 5,452,000          |      |                   |   | 5,450,000 |      |      |   | 5,452,000 |      |  |   | 5,507,000 |     
|Stock options and warrants                    |         |   | 9,000              |      |                   |   |          |      |      |   | 9,000     |      |  |   |          |     
|                                              |         |   |                    |      |                   |   |           |      |      |   |           |      |  |   |           |     
|Diluted weighted average
shares outstanding * |         |   | 5,461,000          |      |                   |   | 5,450,000 |      |      |   | 5,461,000 |      |  |   | 5,507,000 |     
|                                              |         |   |                    |      |                   |   |           |      |      |   |           |      |  |   |           |     
|Net income per share: *                       |         |   |                    |      |                   |   |           |      |      |   |           |      |  |   |           |     
|                                              | Basic   |   | $                  | 0.04 |                   |   | $         | 0.21 |      |   | $         | 0.41 |  |   | $         | 0.57 | 
|                                              |         |   |                    |      |                   |   |           |      |      |   |           |      |  |   |           |     
|                                              | Diluted |   | $                  | 0.04 |                   |   | $         | 0.21 |      |   | $         | 0.41 |  |   | $         | 0.57 | 
|                                              |         |   |                    |      |                   |   |           |      |      |   |           |      |  |   |           |     

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

|                                                          |  |                    |                |                   |  |      |                |      |  |   |                |  |  |   |               | 
|--------------------------------------------------------- |  | ------------------ | -------------- | ----------------- |  | ---- | -------------- | ---- |  | - | -------------- |  |  | - | ------------- | 
|                                                          |  | Three Months Ended |                | Nine Months Ended
|                                                          |  | March 25,          |                | March 25,        
|                                                          |  |                    |                |                  
|                                                          |  | 2003               |                | 2002              |  | 2003 |                | 2002
|                                                          |  |                    |                |                   |  |      |                |     
|Options and
warrants to
purchase shares of
common stock * |  |                    | 463,690        |                   |  |      | 613,441        |      |  |   | 463,690        |  |  |   | 617,291       | 
|                                                          |  |                    |                |                   |  |      |                |      |  |   |                |  |  |   |               | 
|Exercise prices *                                         |  | $                  | 11.36 - $20.00 |                   |  | $    | 10.00 - $20.00 |      |  | $ | 11.36 - $20.00 |  |  | $ | 9.60 - $20.00 | 
|                                                          |  |                    |                |                   |  |      |                |      |  |   |                |  |  |   |               | 



|* | - | Share amounts, net income per share, and exercise prices for the
three and nine months ended March 25, 2002 have been retroactively
adjusted to account for the Companys 10% stock dividend that was
distributed in June 2002.
|- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Note 5 - Subsequent Event

On May 6, 2003, the Company declared a $.02 per common share cash dividend
payable to shareholders of record as of June 3, 2003. The payment date for
this dividend has been set for June 13, 2003.

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

The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company for the three and nine
months ended March 25, 2003 and 2002. The following should be read in
conjunction with the Consolidated Interim Financial Statements and related
notes appearing elsewhere herein.

Overview

The Company was founded in 1938 and is one of Americas leading manufacturers
and marketers of specialty performance automotive and motorcycle aftermarket
parts. The Company currently offers approximately 7,700 performance automotive
and motorcycle aftermarket parts for street, off-road, recreational and
competition vehicle use. 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 its Russell Performance division, the Company offers
performance plumbing and brake lines which include street-legal brake lines,
oil lines, fuel lines, and filters for both automotive and motorcycle 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 to produce its
specialty performance automotive and motorcycle aftermarket parts for the
quarter ended March 25, 2003.

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 typically tend to be 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.

As discussed in the next section, the Companys revenues for the third quarter
of fiscal 2003 were negatively affected by poor weather conditions, economic
uncertainty, the Iraq war concerns and higher prices of gasoline.

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Three Months Ended March 25, 2003, Compared to Three Months
Ended March 25, 2002

Revenues

Revenues decreased 9.0% to $25.7 million for the three months ended March 25,
2003 from $28.2 million for the same period of 2002. This decrease was
primarily the result of a decrease of approximately $1.3 million, or 11.9%, in
the sale of Edelbrock automotive carburetors; a decrease of $768,000, or 11.7%,
in the sale of aluminum automotive intake manifolds; and a decrease of
$607,000, or 35.7%, in the sale of automotive air cleaners and valve covers;
offset by an increase of $427,000, or 122.6%, from sales by its aluminum
foundry to third party customers; and an increase of $187,000, or 5.2%, in the
sale of automotive aluminum cylinder heads. The Company attributed the general revenues
decline to customer warehouses reducing their inventory levels and end users
not making their desired purchases due to unfavorable weather conditions,
uncertainty of the Iraq War and general economic slow down.

Cost of Sales

Cost of sales decreased 7.8% to $16.4 million for the three months ended March
25, 2003 from $17.8 million for the same period of 2002. As a percent of
revenues, cost of sales increased to 63.9% for the three months ended March 25,
2002 from 63.1% for the same period of 2002. The increase in the cost of sales
percentage was primarily due to increased production costs and in part to start
up costs associated with a night shift which the Company implemented for its
aluminum foundry that resulted in higher labor costs.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 5.0% to $8.1 million for
the three months ended March 25, 2003 from $7.7 million for the same period of
2002. As a percent of revenues, selling, general and administrative expense
increased to 31.4% for the three months ended March 25, 2002 from 27.2% for the
same period of 2002. The overall increase was primarily due to increased
advertising costs in connection with the Companys various marketing programs.
In addition, part of the increase was attributed to increased expenses relating
to workers compensation, medical, and general liability insurance. The
increase as a percentage of sales was mainly attributed to higher fixed costs
spread over decreased revenues.

Research and Development Expense

Research and development (R & D) expense decreased 5.2% to $865,000 for the
three months ended March 25, 2003 from $912,000 for the same period of 2002.
As a percent of revenues, R & D expense increased to 3.4% for the three months
ended March 25, 2003 from 3.2% for the same period of 2002. The increase as a
percentage of sales was mainly attributed to slightly lower costs spread over
decreased revenues.

Interest Expense

Interest expense decreased to $7,000 for the three months ended March 25, 2003
from $31,000 for the same period of 2002. The decrease was due to a decrease
in the average principal amount of debt outstanding and lower interest rates.

Interest Income

Interest income increased to $8,000 for the three months ended March 25, 2003
compared to $2,000 in the same period for 2002. The increase was primarily due
to an increase in the balance of invested cash.

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##### Table of Contents



Taxes on Income

The provision for income taxes was $124,000 for the three months ended March
25, 2003 and $664,000 for the same period of 2002. The effective tax rate for
both periods was approximately 37%.

Net Income

The Companys net income for the three months ended March 25, 2003 decreased to
$210,000 from $1,132,000 for the same period of 2002. The decrease in net
income was primarily the result of the items mentioned above.

14



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##### Table of Contents



Nine Months Ended March 25, 2003, Compared to Nine Months Ended March 25, 2002

Revenues

Revenues decreased 2.0% to $82.5 million for the nine months ended March 25,
2003 from $84.3 million for the same period of 2002. This decrease was
primarily the result of a decrease of approximately $1.7 million, or 5.3%, in
the sale of Edelbrock automotive carburetors; a decrease of $935,000, or 18.2%,
in the sale of automotive air cleaners and valve covers; a decrease of
$817,000, or 4.2%, in the sale of aluminum automotive intake manifolds; a
decrease of $373,000, or 15.8%, in the sale of shock absorbers; and an overall
decrease of other existing product line items of approximately $700,000; offset
by an increase of $1.0 million, or 9.8%, in the sale of aluminum automotive
cylinder heads; an increase of $834,000, or 21.0%, in the sale of Russell
Performance products; and an increase of $871,000, or 93.3%, from sales by the
aluminum foundry to third party customers.

Cost of Sales

Cost of sales decreased 3.0% to $52.2 million for the nine months ended March
25, 2003 from $53.8 million for the same period of 2002. As a percent of
revenues, cost of sales decreased to 63.2% for the nine months ended March 25,
2002 from 63.8% for the same period of 2002. This decrease in cost of sales as
a percentage of revenues was primarily due to the Companys product price
increases which went into effect in early calendar year 2002. The price
increase ranged from 0% to 5.0%, which resulted in an effective overall price
increase of approximately 3.5%.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 5.3% to $24.2 million for
the nine months ended March 25, 2003 from $23.0 million for the same period of
2002. As a percent of revenues, selling, general and administrative expense
increased to 29.3% for the nine months ended March 25, 2003 from 27.2% for the
same period of 2002. The overall increase was primarily due to increased
advertising costs in connection with the Companys various marketing programs.
In addition, part of the increase was attributed to increased expenses relating
to workers compensation, medical, and general liability insurance. The
increase as a percentage of sales was mainly attributed to higher costs spread
over decreased revenues.

Research and Development Expense

R & D expense remained relatively unchanged at $2.6 million for the nine months
ended March 25, 2003 and 2002. As a percent of revenues, R & D expense
increased to 3.2% for the nine months ended March 25, 2003 from 3.1% for the
same period of 2002.

Interest Expense

Interest expense decreased to $38,000 for the nine months ended March 25, 2003
from $51,000 for the same period of 2002. The decrease was mainly attributed
to a decrease in the average principal amount of debt outstanding.

Interest Income

Interest income increased to $46,000 for the nine months ended March 25, 2003
from $38,000 for the same period in 2002. The increase was primarily due to an
increase in the balance of invested cash.

15



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##### Table of Contents



Taxes on Income

The provision for income taxes decreased to $1.3 million for the nine months
ended March 25, 2003 from $1.8 million for the 2002 period. The effective tax
rate for both periods was approximately 37%.

Net Income

The Companys net income for the nine months ended March 25, 2003 decreased
27.4% to
$2.3 million from $3.1 million for the same period of 2002. This decrease in
net income was primarily the result of the items mentioned above.

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Critical Accounting Policies

The Companys financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States
of America. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are
affected by managements application of accounting policies. The following
paragraphs include a discussion of accounting policies critical to the Company:

Revenue Recognition

Revenue is recognized upon shipment of products by the Company. All shipments
are made only upon written or electronic contractual agreements with the
Companys customers.

Accounts Receivable and Accounts Receivable Reserves

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. The actual cash and other discounts, returns and credit losses
have not differed materially from accrued estimated amounts for the nine months
ended March 25, 2003.

Inventories

Inventories, which consist of raw materials, work in process, and finished
goods, are stated at the lower of cost (first-in, first-out method) or market
value and have been reduced by an allowance for excess and obsolete
inventories. The estimated allowance is based on managements review of
inventories on hand compared to estimated future usage and sales.

Long-Lived Assets

The Company evaluates the recoverability of the carrying amount of long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be fully recoverable. The Company evaluates the
recoverability of goodwill and other intangible assets with indefinite useful
lives annually or more frequently if events or circumstances indicate that an
asset might be impaired. The Company uses judgment when applying the impairment
rules to determine when an impairment test is necessary. Factors the Company
considers which could trigger an impairment review include significant
underperformance relative to historical or forecasted operating results, a
significant decrease in the market value of an asset, a significant change in
the extent or manner in which an asset is used, and significant negative
industry or economic trends. Impairment losses are measured as the amount by
which the carrying value of an asset exceeds its estimated fair value. The
Company is required to make estimates of its future cash flows related to the
asset subject to review. These estimates require assumptions about demand for
the Companys products and services, future market conditions and technological
developments. Other assumptions include determining the discount rate and
future growth rates.

Self-Insurance Liabilities

The Companys obligation for employee-health care benefits is self-insured for
which the Company uses a third party administrator to process all claims and
benefits. Employee health care insurance liabilities are accrued based on
historical claims experience and risk exposure levels. Eligible losses on a per
claim basis and in the aggregate for all eligible claims in excess of
self-insurance levels and up to stated limits of liability are covered by
insurance policies purchased from third-party insurers.

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##### Table of Contents



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, 2005. 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 $4.5 million during the three quarters of fiscal
year 2003. The Company anticipates making additional capital expenditures of
approximately $1.0 - $1.5 million for the remainder of fiscal year 2003
primarily for additional capital equipment to increase production and internal
warehouse expansion to increase storage and shipping capacity.

The Companys Board of Directors has authorized the repurchase of up to
100,000 additional shares of its Common Stock, having a par value of $0.01 per
share, for cash, in the open market on the NASDAQ National Market System and in
privately negotiated transactions.

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##### Table of Contents



Contractual Obligations

The table below summarizes the Companys contractual obligations:

|                        |       |      |                                     |              |  |              |            |            |  |       |            |            |  |   |            |            |  |   |             |             | 
|----------------------- | ----- | ---- | ----------------------------------- | ------------ |  | ------------ | ---------- | ---------- |  | ----- | ---------- | ---------- |  | - | ---------- | ---------- |  | - | ----------- | ----------- | 
|                        |       |      | Payments Due By Period End June 30,
|                        |       |      |                                    
|                        |       |      |                                     |              |  |              |            |            |  |       |            |            |  |   | 2008 and   |            |  |   |            
|Contractual Obligations |       | 2003 |                                     | 2004 to 2005 |  | 2006 to 2007 |            | Thereafter |  | Total
|                        |       |      |                                     |              |  |              |            |            |  |      
|Purchase commitments1   |       | $    | 5,803,000                           |              |  | $            | 37,718,000 |            |  | $     | 34,817,000 |            |  | $ | 43,520,000 |            |  | $ | 121,858,000 |            
|Employee contracts2     |       |      | 211,500                             |              |  |              | 899,000    |            |  |       |           |            |  |   |           |            |  |   | 1,110,500   |            
|Long-term debt          |       |      | 3,000                               |              |  |              | 18,000     |            |  |       | 8,000      |            |  |   | 437,000    |            |  |   | 466,000     |            
|Capital leases          |       |      | 15,000                              |              |  |              | 68,000     |            |  |       | 6,000      |            |  |   |           |            |  |   | 89,000      |            
|                        |       |      |                                     |              |  |              |            |            |  |       |            |            |  |   |            |            |  |   |             |            
|                        | Total |      | $                                   | 6,032,500    |  |              | $          | 38,703,000 |  |       | $          | 34,831,000 |  |   | $          | 43,957,000 |  |   | $           | 123,523,500 | 
|                        |       |      |                                     |              |  |              |            |            |  |       |            |            |  |   |            |            |  |   |             |            

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1- |  | The Company has an agreement with Magneti Marelli, USA, Inc., who is the
key supplier of automotive carburetors for the Company. The agreement
expires in December 2009 and requires, among other things, that (i) the
Company sell only automotive carburetors manufactured by the supplier,
(ii) the Company purchase a minimum number of carburetors from the
supplier and (iii) the Company prices the carburetors so as to remain
market competitive. Any failure of the supplier to supply carburetors to
the Company would have a material adverse effect on the Companys results
of operations, since alternative sources for obtaining the types of
automotive carburetors marketed by the Company are not readily available.
The Companys inability to obtain automotive carburetors from other
manufacturers, the Companys failure to sell automotive carburetors in
excess of the minimum purchase requirement or the contractual limitations
on the Companys pricing of automotive carburetors could have a material
adverse effect on the Company. The Companys minimum obligation under
this agreement is based on a calendar year basis. However, as the above
table is presented on a fiscal year basis, one quarter ($5,803,000) of the
calendar year 2003 commitment of $23,211,000 was presented.
|  
|2- |  | The Company has employment agreements with its President and two other
officers expiring on June 30, 2004 and one other officer expiring on
October 31, 2005. The agreements provide for base salaries of $899,000
per year in the aggregate, with an annual raise and bonus to be determined
by the Compensation Committee of the Board of Directors based on such
factors as the performance of the officer and the financial results of the
Company. Upon termination of any officers employment during the term of
the agreement for any reason other than cause, death or voluntary
termination, the Company will be obligated to make a lump sum severance
payment in an amount equal to the then current annual base compensation
plus an amount equal to the bonus paid the year prior to such termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | 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, dependence on key
suppliers, and other risks identified herein and in other documents filed by the
Company with the Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Item 3.  Quantitative and Qualitative Disclosure About Market Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | The Companys exposure to interest rate changes is primarily related to its
variable rate debt which may be outstanding from time to time under the
Companys Revolving Credit Facility with Bank of America, NT & SA. The
Companys Revolving Credit Facility is an $8 million line of credit with an
interest rate based on the banks prime rate (4.25% as of March 25, 2003). It
expires on February 1, 2005. Because the interest rate on the Revolving Credit
Facility is variable, the Companys cash flow may be affected by increases in
the prime rate. Management does not believe that any risk inherent in the
variable rate nature of the loan is likely to have a material effect on the
Company. As of March 25, 2003, 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.                                                                                 

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PART II - OTHER INFORMATION

|        |  |                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------
|Item 1. |  | Legal Proceedings                                                                                                           
|        |  |                                                                                                                             
|        |  | Not applicable.                                                                                                             
|        |  |                                                                                                                             
|Item 2. |  | Changes in Securities and Use of Proceeds                                                                                   
|        |  |                                                                                                                             
|        |  | 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
March 25, 2003.                                       

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SIGNATURES

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

|                  |  |                                                                                                    
|----------------- |  | ---------------------------------------------------------------------------------------------------
|                  |  | EDELBROCK CORPORATION
Registrant                                                                   
|                  |  |                                                                                                    
|Date: May 7, 2003 |  | ARISTEDES T. FELES

Aristedes T. Feles
Vice President Finance,
Chief Financial Officer and
Director

22



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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:   May 7,  2003

| |           |  |                                                
| | --------- |  | -----------------------------------------------
| | By:
Name: |  | O. VICTOR EDELBROCK

O. Victor Edelbrock       
| | Title:    |  | Chairman, President and Chief
Executive Officer

23



---



##### 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:   May 7,  2003

| |                  |  |                                                                                             
| | ---------------- |  | --------------------------------------------------------------------------------------------
| | By:
Name:
Title: |  | ARISTEDES T. FELES

Aristedes T. Feles
Vice-President of Finance and Chief
Financial Officer

24