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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

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

|                                                 |  |                                
|------------------------------------------------ |  | -------------------------------
|For the Quarterly Period Ended December 25, 2002 |  | 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
(Address of principal executive offices) |  | 90503
(Zip Code)                                  

(310)781-2222
Registrants telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   [X]         No   [  ]

As of February 10, 2003, the Company had 5,451,915 shares of Common Stock
outstanding.

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|                                                   |                                                                                               |                                       |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------- |  |  |  |  |  | 
|                                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS
|CONSOLIDATED STATEMENTS OF INCOME                 
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS   
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|                                                   | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 3. Quantitative and Qualitative Disclosure About Market Risk                            
|                                                   | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION                       
|EX-10.1                                           
|EX-99.1                                           



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

INDEX

|                            |  |                                                                                                        |  |     
|--------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ----
|                            |  |                                                                                                        |  | Page
|                            |  |                                                                                                        |  |     
|Part I FINANCIAL STATEMENTS |  |                                                                                                       
|Item 1.                     |  | Financial Statements                                                                                   |  |     
|                            |  | Condensed Consolidated Balance Sheets as of December 25, 2002
and June 30, 2002                        |  | 3   
|                            |  | Consolidated Statements of Income for the Three Months
and Six Months Ended December 25, 2002 and 2001 |  | 4   
|                            |  | Condensed Consolidated Statements of Cash Flows for the Six
Months Ended December 25, 2002 and 2001    |  | 5   
|                            |  | Notes to Consolidated Interim Financial Statements                                                     |  | 6-8 
|Item 2.                     |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                  |  | 9-16
|Item 3.                     |  | Quantitative and Qualitative Disclosure About Market Risk                                              |  | 17  
|Item 4.                     |  | Controls and Procedures                                                                                |  | 17  
|Part II OTHER INFORMATION   |  | 18-22                                                                                                 

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                           |                                   |   |              |            |          |   |             |            | 
|------------------------------------------ | --------------------------------- | - | ------------ | ---------- | -------- | - | ----------- | ---------- | 
|                                           |                                   |   | December 25, |            | June 30,
|                                           |                                   |   | 2002         |            | 2002    
|                                           |                                   |   |              |            |         
|                                           |                                   |   | (Unaudited)  |            |          |   |            
|ASSETS                                     |                                   |   |              |            |          |   |             |           
|Current
assets                            
|                                           | Cash and cash equivalents         |   | $            | 2,615,000  |          |   | $           | 7,682,000  | 
|                                           | Accounts receivable, net          |   |              | 29,015,000 |          |   |             | 31,892,000 | 
|                                           | Inventories                       |   |              | 25,568,000 |          |   |             | 23,359,000 | 
|                                           | Prepaid expenses and other        |   |              | 2,873,000  |          |   |             | 2,869,000  | 
|                                           |                                   |   |              |            |          |   |             |           
|Total current assets                       |                                   |   | 60,071,000   |            |          |   | 65,802,000  |           
|                                          
|Property, plant and equipment, net         |                                   |   | 39,104,000   |            |          |   | 38,564,000  |           
|Goodwill                                   |                                   |   | 1,172,000    |            |          |   | 1,172,000   |           
|License agreement                          |                                   |   | 758,000      |            |          |   | 758,000     |           
|Other                                      |                                   |   | 1,329,000    |            |          |   | 1,266,000   |           
|                                           |                                   |   |              |            |          |   |             |           
|Total assets                               |                                   | $ | 102,434,000  |            |          | $ | 107,562,000 |           
|                                           |                                   |   |              |            |          |   |             |           
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                   |   |              |            |          |   |             |           
|Current
liabilities                       
|
|                                           | Accounts payable                  |   | $            | 8,350,000  |          |   | $           | 14,519,000 | 
|                                           | Accrued expenses                  |   |              | 4,110,000  |          |   |             | 4,954,000  | 
|                                           | Current portion of long-term debt |   |              | 56,000     |          |   |             | 67,000     | 
|                                           |                                   |   |              |            |          |   |             |           
|Total current liabilities                  |                                   |   | 12,516,000   |            |          |   | 19,540,000  |           
|                                          
|Long-term debt                             |                                   |   | 508,000      |            |          |   | 527,000     |           
|Deferred income taxes                      |                                   |   | 3,182,000    |            |          |   | 3,318,000   |           
|                                          
|Shareholders equity                       |                                   |   | 86,228,000   |            |          |   | 84,177,000  |           
|                                           |                                   |   |              |            |          |   |             |           
|Total liabilities and shareholders equity |                                   | $ | 102,434,000  |            |          | $ | 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 |            | Six months ended
|                                                      |                                     |   | December 25,       |            | December 25,    
|                                                      |                                     |   |                    |            |                 
|                                                      |                                     |   | 2002               |            | 2001             |   | 2002       |            | 2001
|                                                      |                                     |   |                    |            |                  |   |            |            |     
|Revenues                                              |                                     | $ | 31,015,000         |            |                  | $ | 30,642,000 |            |      | $ | 56,889,000 |            |  | $ | 56,067,000 |           
|Cost of sales                                         |                                     |   | 19,918,000         |            |                  |   | 19,716,000 |            |      |   | 35,757,000 |            |  |   | 35,998,000 |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                      | Gross profit                        |   |                    | 11,097,000 |                  |   |            | 10,926,000 |      |   |            | 21,132,000 |  |   |            | 20,069,000 | 
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Operating
expenses                                   
|                                                      | Selling, general and administrative |   |                    | 8,263,000  |                  |   |            | 8,021,000  |      |   |            | 16,107,000 |  |   |            | 15,275,000 | 
|                                                      | Research and development            |   |                    | 942,000    |                  |   |            | 852,000    |      |   |            | 1,777,000  |  |   |            | 1,665,000  | 
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|                                                      | Total operating expenses            |   |                    | 9,205,000  |                  |   |            | 8,873,000  |      |   |            | 17,884,000 |  |   |            | 16,940,000 | 
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Operating income                                      |                                     |   | 1,892,000          |            |                  |   | 2,053,000  |            |      |   | 3,248,000  |            |  |   | 3,129,000  |           
|                                                     
|Interest expense                                      |                                     |   | 11,000             |            |                  |   | 11,000     |            |      |   | 31,000     |            |  |   | 20,000     |           
|Interest income                                       |                                     |   | 18,000             |            |                  |   | 3,000      |            |      |   | 38,000     |            |  |   | 36,000     |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Income before taxes on income                         |                                     |   | 1,899,000          |            |                  |   | 2,045,000  |            |      |   | 3,255,000  |            |  |   | 3,145,000  |           
|Taxes on income                                       |                                     |   | 702,000            |            |                  |   | 757,000    |            |      |   | 1,204,000  |            |  |   | 1,164,000  |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Net income                                            |                                     | $ | 1,197,000          |            |                  | $ | 1,288,000  |            |      | $ | 2,051,000  |            |  | $ | 1,981,000  |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Basic net income per share                            |                                     | $ | 0.22               |            |                  | $ | 0.23       |            |      | $ | 0.38       |            |  | $ | 0.36       |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Diluted net income per share                          |                                     | $ | 0.22               |            |                  | $ | 0.23       |            |      | $ | 0.38       |            |  | $ | 0.36       |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Basic weighted average number of shares
outstanding   |                                     |   | 5,452,000          |            |                  |   | 5,492,000  |            |      |   | 5,452,000  |            |  |   | 5,537,000  |           
|Effect of diluted stock options and
warrants          |                                     |   | 5,000              |            |                  |   |           |            |      |   | 9,000      |            |  |   |           |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           
|Diluted weighted average number of
shares outstanding |                                     |   | 5,457,000          |            |                  |   | 5,492,000  |            |      |   | 5,461,000  |            |  |   | 5,537,000  |           
|                                                      |                                     |   |                    |            |                  |   |            |            |      |   |            |            |  |   |            |           

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

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                  |                                          |                                                     |            |                  |            |      |            |        |            |  
|------------------------------------------------- | ---------------------------------------- | --------------------------------------------------- | ---------- | ---------------- | ---------- | ---- | ---------- | ------ | ---------- | -
|                                                  |                                          |                                                     |            | Six months ended
|                                                  |                                          | December 25,                                       
|                                                  |                                          |                                                    
|                                                  |                                          |                                                     |            | 2002             |            | 2001
|                                                  |                                          |                                                     |            |                  |            |     
|Increase (Decrease) in Cash and Cash Equivalents  |                                          |                                                     |            |                  |            |      |            |        |           
|Operating activities                              |                                          |                                                     |            |                  |            |      |            |        |           
|                                                  |                                          | Net income                                          |            | $                | 2,051,000  |      |            | $      | 1,981,000  |  
|                                                  |                                          | Depreciation and amortization                       |            |                  | 2,798,000  |      |            |        | 3,079,000  |  
|                                                  |                                          | Net change in operating assets and liabilities      |            |                  | (6,629,000 | )    |            |        | (9,612,000 | )
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|Net cash used in operating activities             |                                          |                                                     | (1,780,000 | )                |            |      | (4,552,000 | )     
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|Investing activities                              |                                          |                                                     |            |                  |            |      |            |        |           
|                                                  |                                          | Capital expenditures                                |            |                  | (3,325,000 | )    |            |        | (1,962,000 | )
|                                                  |                                          | Other                                               |            |                  | 68,000     |      |            |        | 113,000    |  
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|Net cash used in investing activities             |                                          |                                                     | (3,257,000 | )                |            |      | (1,849,000 | )     
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|Financing activities                              |                                          |                                                     |            |                  |            |      |            |        |           
|                                                  |                                          | Payments to acquire treasury stock                  |            |                  |           |      |            |        | (1,078,000 | )
|                                                  |                                          | Dividends paid on common stock                      |            |                  |           |      |            |        | (100,000   | )
|                                                  |                                          | Borrowings under line of credit                     |            |                  |           |      |            |        | 1,570,000  |  
|                                                  |                                          | Net borrowings (repayments) of debt                 |            |                  | (30,000    | )    |            |        | 14,000     |  
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|                                                  |                                          | Net cash provided by (used in) financing activities |            |                  | (30,000    | )    |            |        | 406,000    |  
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|Net decrease in cash and cash equivalents         |                                          |                                                     | (5,067,000 | )                |            |      | (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        |                                          | $                                                   | 2,615,000  |                  |            | $    |           |       
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|Supplemental disclosure of cash flow information: |                                          |                                                     |            |                  |            |      |            |       
|                                                  | Cash
paid during the period for
Interest |                                                     | $          | 31,000           |            |      | $          | 20,000 |           
|                                                  |                                          |                                                     |            |                  |            |      |            |       
|                                                  |                                          | Income taxes                                        |            | $                | 1,954,000  |      |            | $      | 1,464,000  |  
|                                                  |                                          |                                                     |            |                  |            |      |            |       

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

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1  Summary of Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements of Edelbrock Corporation (the
Company) at December 25, 2002 and for the three and six month periods ended
December 25, 2002 and 2001 are unaudited, but include all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation. The June 30, 2002 balance sheet was derived
from the balance sheet included in the Companys audited consolidated financial
statements as included in the Companys Form 10-K for its fiscal year ended
June 30, 2002 (File No. 0-24802).

These unaudited financial statements have been prepared in accordance with
accounting 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 normally included in audited financial statements,
and should be read in conjunction with the Companys audited consolidated
financial statements included in the Form 10-K indicated above. Operating
results for the three and six month periods ended December 25, 2002 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 six months
ended December 25, 2002 period.

Segment Reporting

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

Controlling Shareholder

As of December 25, 2002, 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 2  New Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of 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 will adopt the
interim disclosure provisions for financial reports for the quarter ended March
25, 2003. As the adoption of this standard involves disclosures only, the
Company does not expect a material impact on its results of operations,
financial position or liquidity.

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 is required to adopt the
provisions of SFAS No. 146 for exit or disposal activities that are initiated
after December 31, 2002 and does not expect the adoption to have a material
impact on its results of operations, financial position or liquidity.

Note 3  Inventories

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

|                |  |              |            |          |  |   |            | 
|--------------- |  | ------------ | ---------- | -------- |  | - | ---------- | 
|                |  | December 25, |            | June 30,
|                |  |              |            |         
|                |  | (Unaudited)  |            |          |  |  
|Raw materials   |  | $            | 15,082,000 |          |  | $ | 13,306,000 | 
|Work in process |  |              | 2,048,000  |          |  |   | 2,056,000  | 
|Finished goods  |  |              | 8,438,000  |          |  |   | 7,997,000  | 
|                |  |              |            |          |  |   |            | 
|                |  | $            | 25,568,000 |          |  | $ | 23,359,000 | 
|                |  |              |            |          |  |   |            | 

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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. Both
basic and diluted net income per share have been retroactively adjusted to
reflect the Companys 10% stock dividend distributed in June 2002. Below is
the calculation of basic and diluted net income per share for each period:

|                                              |         |   |                    |      |                  |   |           |      |      |   |           |      |  |   |           |      | 
|--------------------------------------------- | ------- | - | ------------------ | ---- | ---------------- | - | --------- | ---- | ---- | - | --------- | ---- |  | - | --------- | ---- | 
|                                              |         |   | Three Months Ended |      | Six Months Ended
|                                              |         |   | December 25,       |      | December 25,    
|                                              |         |   |                    |      |                 
|                                              |         |   | 2002               |      | 2001             |   | 2002      |      | 2001
|                                              |         |   |                    |      |                  |   |           |      |     
|Net income                                    |         | $ | 1,197,000          |      |                  | $ | 1,288,000 |      |      | $ | 2,051,000 |      |  | $ | 1,981,000 |     
|                                              |         |   |                    |      |                  |   |           |      |      |   |           |      |  |   |           |     
|Basic weighted average
shares
outstanding *   |         |   | 5,452,000          |      |                  |   | 5,492,000 |      |      |   | 5,452,000 |      |  |   | 5,537,000 |     
|Stock options and warrants *                  |         |   | 5,000              |      |                  |   |          |      |      |   | 9,000     |      |  |   |          |     
|                                              |         |   |                    |      |                  |   |           |      |      |   |           |      |  |   |           |     
|Diluted weighted average
shares outstanding * |         |   | 5,457,000          |      |                  |   | 5,492,000 |      |      |   | 5,461,000 |      |  |   | 5,537,000 |     
|                                              |         |   |                    |      |                  |   |           |      |      |   |           |      |  |   |           |     
|Net
income per share: *                      
|                                              | Basic   |   | $                  | 0.22 |                  |   | $         | 0.23 |      |   | $         | 0.38 |  |   | $         | 0.36 | 
|                                              |         |   |                    |      |                  |   |           |      |      |   |           |      |  |   |           |     
|                                              | Diluted |   | $                  | 0.22 |                  |   | $         | 0.23 |      |   | $         | 0.38 |  |   | $         | 0.36 | 
|                                              |         |   |                    |      |                  |   |           |      |      |   |           |      |  |   |           |     

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 |                | Six Months Ended
|                                                          |  | December 25,       |                | December 25,    
|                                                          |  |                    |                |                 
|                                                          |  | 2002               |                | 2001             |  | 2002 |               | 2001
|                                                          |  |                    |                |                  |  |      |               |     
|Options and
warrants to
purchase shares of
common stock * |  |                    | 488,345        |                  |  |      | 617,291       |      |  |   | 488,345        |  |  |   | 617,291       | 
|                                                          |  |                    |                |                  |  |      |               |      |  |   |                |  |  |   |               | 
|Exercise prices *                                         |  | $                  | 11.36 - $20.00 |                  |  | $    | 9.60 - $20.00 |      |  | $ | 11.36 - $20.00 |  |  | $ | 9.60 - $20.00 | 
|                                                          |  |                    |                |                  |  |      |               |      |  |   |                |  |  |   |               | 



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

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

The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company for the three and six months
ended December 25, 2002 and 2001. The following should be read in conjunction
with the consolidated interim financial statements and related notes appearing
elsewhere herein.

Overview

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

Product Mix

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

Manufacturing Capacity

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

Seasonality

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

9



---



##### Table of Contents



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

Revenues

Revenues increased 1.2% to $31.0 million for the three months ended December
25, 2002 from $30.6 million for the same period of 2001. This slight increase
was primarily the result of an increase of approximately $792,000, or 23.7%, in
the sale of aluminum cylinder heads; and an increase of approximately $972,000,
or 72.7% , in the sale of Russell Performance products; offset by a decrease of
approximately $1.0 million, or 8.4%, in the sale of Edelbrock automotive
carburetors; a decrease of approximately $424,000, or 5.8%, in the sale of
aluminum intake manifolds; and a decrease of approximately $131,000, or 17.5%,
in the sale of shock absorbers. Part of the increase can also be attributed 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%.

Cost of Sales

Cost of sales increased 1.0% to $19.9 million for the three months ended
December 25, 2002 from $19.7 million for the same period of 2001. The increase
was due in part to increased labor costs and workers compensation insurance
expenses. As a percentage of revenues, cost of sales decreased to 64.2% for
the three months ended December 25, 2002 from 64.3% for the same period of
2002. The slight decrease in cost of sales as a percentage of revenues was
primarily due to the Companys product price increases and a change in sales
mix toward items for which the Company achieves higher margins.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 3.0% to $8.3 million for
the three months ended December 25, 2002 from $8.0 million for the same period
of 2001. As a percentage of revenues, selling, general and administrative
expense increased to 26.6% for the three months ended December 25, 2002 from
26.2% for the same period of 2001. The increases were mainly due to increases
in labor rates, medical costs, and advertising expenditures.

Research and Development Expense

Research and development expense increased 10.6% to $942,000 for the three
months ended December 25, 2002 from $852,000 for the same period of 2001. As a
percentage of revenues, research and development expense increased to 3.0% for
the three months ended December 25, 2002 from 2.8% for the same period of 2001.
The increase was primarily the result of higher labor and development costs
associated with new products.

Interest Expense

Interest expense remained relatively unchanged at $11,000 for the three months
ended December 25, 2002 and 2001.

Interest Income

Interest income increased to $18,000 for the three months ended December 25,
2002 from $3,000 for the same period of 2001. The increase was primarily due
to an increase in the balance of invested cash.

10



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##### Table of Contents



Taxes on Income

The provision for income taxes decreased to $702,000 for the three months ended
December 25, 2002 from $757,000 for the same period of 2001. The effective tax
rate for both periods was approximately 37%.

Net Income

The Companys net income for the three months ended December 25, 2002 decreased
7.1% to $1.2 million from $1.3 million for the same period of 2001. This
decrease was primarily the result of the items mentioned above.

11



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##### Table of Contents



Six Months Ended December 25, 2002 Compared to Six Months Ended
      December 25, 2001

Revenues

Revenues increased 1.5% to $56.9 million for the six months ended December 25,
2002 from $56.1 million for the same period of 2001. This slight increase was
primarily the result of an increase of approximately $847,000, or 12.2%, in the
sale of aluminum cylinder heads; and an increase of approximately $854,000, or
32.6%, in the sale of Russell Performance products; offset by a decrease of
approximately $452,000, or 2.1%, in the sale of Edelbrock automotive
carburetors; and a decrease of approximately $253,000, or 15.8%, in the sale of
shock absorbers. Part of the increase can also be attributed 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%.

Cost of Sales

Cost of sales decreased 0.7% to $35.8 million for the six months ended December
25, 2002 from $36.0 million for the same period of 2001. As a percentage of
revenues, cost of sales decreased to 62.9% for the six months ended December
25, 2002 from 64.2% for the same period of 2001. This decrease in cost of sales
as a percentage of revenues was primarily due to the Companys product price
increases and a change in sales mix toward items for which the Company achieves
higher margins.

Selling, General and Administrative Expense

Selling, general and administrative expense increased 5.4% to $16.1 million for
the six months ended December 25, 2002 from $15.3 million for the same period
of 2001. As a percentage of revenues, selling, general and administrative
expense increased to 28.3% for the six months ended December 25, 2002 from
27.2% for the same period of 2001. The increases were partly due to increases
in labor rates, medical costs, and advertising expenditures.

Research and Development Expense

Research and development expense increased 6.7% to $1.8 million for the six
months ended December 25, 2002 from $1.7 million for the same period of 2001.
As a percent of revenues, research and development expense increased to 3.1%
for the six months ended December 25, 2002 from 3.0% for the same period of
2001. The increases were primarily the result of higher labor costs and
development costs associated with new products.

Interest Expense

Interest expense increased to $31,000 for the six months ended December 25,
2002 from $20,000 for the same period of 2001.

Interest Income

Interest income increased 5.6% to $38,000 for the six months ended December 25,
2002 from $36,000 for the same period of 2001.

12



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##### Table of Contents



Taxes on Income

The provision for income taxes remained relatively unchanged at $1.2 million
for the six months ended December 25, 2002 and 2001. The effective tax rate
for both periods was approximately 37%.

Net Income

The Companys net income for the six months ended December 25, 2002 increased
3.5% to $2.1 million from $2.0 million for the same period of 2001. This
increase was primarily the result of the items mentioned above.

13



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##### Table of Contents



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 six months
ended December 25, 2002.

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.

14



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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 $3.3 million during the first two quarters of
fiscal year 2003 mainly for new machinery and computer equipment and
anticipates making additional capital expenditures of approximately $1.0  $2.0
million for the remainder of fiscal year 2003 primarily for additional capital
equipment to increase production capacity and efficiency.

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   |       | $    | 11,606,000                          |              |  | $            | 37,718,000 |            |  | $     | 34,817,000 |            |  | $ | 43,520,000 |            |  | $ | 127,661,000 |            
|Employee contracts2     |       |      | 423,000                             |              |  |              | 899,000    |            |  |       |           |            |  |   |           |            |  |   | 1,322,000   |            
|Long-term debt          |       |      | 6,000                               |              |  |              | 18,000     |            |  |       | 8,000      |            |  |   | 437,000    |            |  |   | 469,000     |            
|Capital leases          |       |      | 30,000                              |              |  |              | 68,000     |            |  |       | 6,000      |            |  |   |           |            |  |   | 104,000     |            
|                        |       |      |                                     |              |  |              |            |            |  |       |            |            |  |   |            |            |  |   |             |            
|                        | Total |      | $                                   | 12,065,000   |  |              | $          | 38,703,000 |  |       | $          | 34,831,000 |  |   | $          | 43,957,000 |  |   | $           | 129,556,000 | 
|                        |       |      |                                     |              |  |              |            |            |  |       |            |            |  |   |            |            |  |   |             |            



| | 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 half ($11,606,000) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

15



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##### Table of Contents



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

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

16



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##### Table of Contents






Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Companys exposure to interest rate changes is primarily related to its
variable rate debt which may be outstanding from time to time under the
Companys Revolving Credit Facility with Bank of America, N.A.. The Companys
Revolving Credit Facility is an $8 million line of credit with an interest rate
based on the prime rate (4.25% as of December 25, 2002) and 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
December 25, 2002, the Companys outstanding balance on the Revolving Credit
Facility was zero.




Item 4. Controls and Procedures

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

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

17



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##### Table of Contents






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

On November 20, 2002, the Company held its annual meeting of shareholders in
Torrance, California. At that meeting, the shareholders re-elected all eight
directors nominated by the Board of Directors. The number of votes cast for or
against each director were as follows:

|                       |  |     |           |         |  |         |         |  |  |  |         | 
|---------------------- |  | --- | --------- | ------- |  | ------- | ------- |  |  |  | ------- | 
|Director               |  | FOR |           | AGAINST |  | UNVOTED
|                       |  |     |           |         |  |        
|O. Victor Edelbrock    |  |     | 4,372,268 |         |  |         | 234,807 |  |  |  | 844,840 | 
|Jeffrey L. Thompson    |  |     | 4,382,278 |         |  |         | 224,797 |  |  |  | 844,840 | 
|Aristedes T. Feles     |  |     | 4,382,278 |         |  |         | 224,797 |  |  |  | 844,840 | 
|Cathleen Edelbrock     |  |     | 4,382,278 |         |  |         | 224,797 |  |  |  | 844,840 | 
|Timothy D. Pettit      |  |     | 4,591,418 |         |  |         | 15,657  |  |  |  | 844,840 | 
|Jerry Herbst           |  |     | 4,591,418 |         |  |         | 15,657  |  |  |  | 844,840 | 
|Dr. Cornelius J. Pings |  |     | 4,591,418 |         |  |         | 15,657  |  |  |  | 844,840 | 
|Richard M. Wilbur      |  |     | 4,534,513 |         |  |         | 72,562  |  |  |  | 844,840 | 

In addition, the shareholders approved by a vote of 4,604,496 FOR, 3,198
ABSTAINED, 840,421 UNVOTED, and 3,800 AGAINST, the ratification of the
appointment of Grant Thornton LLP as independent auditors of the Company for
the fiscal year ending June 30, 2003.



|Item 5. |  | Other Information
|------- |  | -----------------
|       
|        |  | Not applicable.  

18



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##### Table of Contents





|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                            
|------- |  | ----------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Exhibits                                                                                                                    
|       
|        |  | 10.1 Amendment to Business Loan Agreement Between Edelbrock Corporation
and Bank of America, N.A.                           
|       
|        |  | 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
December 25, 2002.                                    

19



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##### Table of Contents



SIGNATURES

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

|                         |  |                                                                                
|------------------------ |  | -------------------------------------------------------------------------------
|                         |  | EDELBROCK CORPORATION
Registrant                                               
|                         |  |                                                                                
|Date:  February 10, 2003 |  | ARISTEDES T. FELES                                                             
|                         |  |                                                                                
|                         |  | Aristedes T. Feles
Vice President Finance,
Chief Financial Officer and
Director

20



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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:   February 10, 2003 |  |              |  |                                                                    
|                          |  | By:          |  | O. VICTOR EDELBROCK                                                
|                          |  |              |  |                                                                    
|                          |  | Name:
Title: |  | O. Victor Edelbrock
Chairman, President and Chief
Executive Officer

21



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##### Table of Contents



SECTION 302 CERTIFICATION

I, Aristedes T. Feles, certify that:



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



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



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



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



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

|                          |  |              |  |                                                                         
|------------------------- |  | ------------ |  | ------------------------------------------------------------------------
|Date:   February 10, 2003 |  | By:          |  | ARISTEDES T. FELES                                                      
|                          |  |              |  |                                                                         
|                          |  | Name:
Title: |  | Aristedes T. Feles
Vice-President of Finance and
Chief Financial Officer

22