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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A

(Mark One)

|    |  |                                                                                                    
|--- |  | ---------------------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended June 30, 2002

OR

|       |  |                                                                                                           
|------ |  | ----------------------------------------------------------------------------------------------------------
|[    ] |  | TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____to____

Commission file number 0-24802

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 No.)

2700 California Street
Torrance, California 90503
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (310) 781-2222

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value
(Title and Class)

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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in part II of this Form 10-K or any
amendments to this Form 10-K. [   ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant, as of September 20, 2002 was approximately $21,102,000 (based
upon the closing price for shares of the Registrants Common Stock as
reported by the NASDAQ Stock Market for that date). For purposes of the
foregoing calculation only, all directors and executive officers of the
registrant and each person who may be deemed to beneficially own more than
5% of the registrants Common Stock have been deemed affiliates.

On September 20, 2002, 5,451,915 shares of the Registrants Common Stock,
$.01 par value, were outstanding of which 1,935,974 were held by
non-affiliates.

DOCUMENT INCORPORATED BY REFERENCE

Information required by Part III (Items 10, 11, 12 and 13) is incorporated
by reference to the Companys definitive proxy statement for its 2002
Annual Meeting of Shareholders.





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|           |  |                                            |  |  |  |  |  | 
|---------- |  | ------------------------------------------ |  |  |  |  |  | 
|           |  | CONSOLIDATED STATEMENTS OF INCOME         
|           |  | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SIGNATURES



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AMENDMENT NO. 1

Edelbrock Corporation hereby amends, as set forth below, its Annual Report
on Form 10-K for the fiscal year ended June 30, 2002 filed on September
27, 2002 to correct typographical errors shown on the following line
items:



| | 1. |  | Selling, general and administrative in its Consolidated
Statements of Income                                                                                                                            
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Common stock options Outstanding at June 30, 2002 and Options
exercisable (vested) at June 30, 2002 in its Notes to
Consolidated Financial Statements footnote 9.                                      
|
| | 3. |  | Common stock warrants Outstanding at June 30, 2002 and Options
exercisable (vested) at June 30, 2002 in its Notes to
Consolidated Financial Statements footnote 9.                                     
|
| | 4. |  | Employee stock options Weighted-average Exercise price for
shares outstanding and exercisable weighted-average exercise
price in its Notes to Consolidated Financial Statements footnote
9.           
|
| | 5. |  | Non-employee options and warrants Weighted-average Exercise
price for shares outstanding and exercisable weighted-average
exercise price in its Notes to Consolidated Financial Statements
footnote 9.

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##### Table of Contents



EDELBROCK CORPORATION




CONSOLIDATED STATEMENTS OF INCOME

|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |            |            | 
|------------------------------------------------------- | ----------------------------------- | ------------------------ | ----------- | ------------------- | ---------- | ---- | ----------- | ---------- | ---------- | - | ----------- | ---------- | ---------- | 
|                                                        |                                     |                          |             | Year Ended June 30,
|                                                        |                                     |                          |             |                    
|                                                        |                                     |                          |             | 2000                |            | 2001 |             | 2002      
|                                                        |                                     |                          |             |                     |            |      |             |           
|Revenues (Note 7)                                       |                                     | $                        | 121,173,000 |                     |            | $    | 115,630,000 |            |            | $ | 123,579,000 |           
|Cost of sales                                           |                                     |                          | 74,315,000  |                     |            |      | 72,734,000  |            |            |   | 78,074,000  |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|                                                        |                                     | Gross profit             |             |                     | 46,858,000 |      |             |            | 42,896,000 |   |             |            | 45,505,000 | 
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Operating expenses                                      |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|                                                        | Selling, general and administrative |                          |             | 30,762,000          |            |      |             | 31,607,000 |            |   |             | 33,151,000 |           
|                                                        | Research and development            |                          |             | 3,688,000           |            |      |             | 3,651,000  |            |   |             | 3,852,000  |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|                                                        |                                     | Total operating expenses |             |                     | 34,450,000 |      |             |            | 35,258,000 |   |             |            | 37,003,000 | 
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Operating income                                        |                                     |                          | 12,408,000  |                     |            |      | 7,638,000   |            |            |   | 8,502,000   |           
|Interest expense                                        |                                     |                          | 196,000     |                     |            |      | 283,000     |            |            |   | 96,000      |           
|Interest income                                         |                                     |                          | 385,000     |                     |            |      | 227,000     |            |            |   | 53,000      |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Income before taxes on income                           |                                     |                          | 12,597,000  |                     |            |      | 7,582,000   |            |            |   | 8,459,000   |           
|Taxes on income (Note 5)                                |                                     |                          | 4,549,000   |                     |            |      | 2,790,000   |            |            |   | 3,099,000   |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Net income                                              |                                     | $                        | 8,048,000   |                     |            | $    | 4,792,000   |            |            | $ | 5,360,000   |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Net income per share (Note 9):                          |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Basic net income per share *                            |                                     | $                        | 1.41        |                     |            | $    | 0.86        |            |            | $ | 0.98        |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Diluted net income per share *                          |                                     | $                        | 1.41        |                     |            | $    | 0.86        |            |            | $ | 0.98        |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Basic weighted average number of shares
outstanding *   |                                     |                          | 5,697,000   |                     |            |      | 5,585,000   |            |            |   | 5,492,000   |           
|Effect of dilutive stock options and warrants *         |                                     |                          | 7,000       |                     |            |      |            |            |            |   | 1,000       |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           
|Diluted weighted average number of shares
outstanding * |                                     |                          | 5,704,000   |                     |            |      | 5,585,000   |            |            |   | 5,493,000   |           
|                                                        |                                     |                          |             |                     |            |      |             |            |            |   |             |           



|* |  | Earnings per share and share amounts have been retroactively
adjusted to account for the Companys 10% stock dividend.
See Note 9 of Notes to Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9  Shareholders Equity (continued)

1994 Incentive Equity Plan

The Company adopted the Edelbrock Corporation 1994 Incentive Equity Plan
(the Plan) that authorizes the granting of options to purchase shares of
Common Stock, stock appreciation rights, restricted shares, deferred
shares, performance shares and performance units. The maximum number of
shares of Common Stock transferred, plus the number of shares of Common
Stock covered by outstanding awards granted under the Plan, shall not, in
the aggregate exceed 618,750*. The stock options have been granted at the
current quoted market price at the date of grant.

A summary of changes common stock options for employees during 2000, 2001,
and 2002 are as follows:

|                                              |  |           |         |                |  |                  |       |  |  |   |           | 
|--------------------------------------------- |  | --------- | ------- | -------------- |  | ---------------- | ----- |  |  | - | --------- | 
|                                              |  |           |         |                |  | Weighted Average |       |  |  |  
|                                              |  | Number of |         | Exercise Price |  | Aggregate       
|                                              |  | Shares *  |         | Per Share *    |  | Exercise Price *
|                                              |  |           |         |                |  |                 
|Outstanding at July 1, 1999                   |  |           | 379,279 |                |  | $                | 12.00 |  |  | $ | 4,550,003 | 
|Granted                                       |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|Exercised                                     |  |           | 2,640   |                |  |                  | 12.27 |  |  |   | 32,400    | 
|Cancelled                                     |  |           | 8,647   |                |  |                  | 13.78 |  |  |   | 119,128   | 
|                                              |  |           |         |                |  |                  |       |  |  |   |           | 
|Outstanding at June 30, 2000                  |  |           | 367,992 |                |  |                  | 11.95 |  |  |   | 4,398,475 | 
|Granted                                       |  |           | 49,672  |                |  |                  | 10.29 |  |  |   | 511,275   | 
|Exercised                                     |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|Cancelled                                     |  |           | 47,229  |                |  |                  | 13.23 |  |  |   | 624,888   | 
|                                              |  |           |         |                |  |                  |       |  |  |   |           | 
|Outstanding at June 30, 2001                  |  |           | 370,435 |                |  |                  | 11.57 |  |  |   | 4,284,862 | 
|Granted                                       |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|Exercised                                     |  |           | 2,200   |                |  |                  | 11.36 |  |  |   | 25,000    | 
|Cancelled                                     |  |           | 5,746   |                |  |                  | 11.37 |  |  |   | 65,313    | 
|                                              |  |           |         |                |  |                  |       |  |  |   |           | 
|Outstanding at June 30, 2002                  |  |           | 362,489 |                |  |                  | 11.57 |  |  | $ | 4,194,549 | 
|                                              |  |           |         |                |  |                  |       |  |  |   |           | 
|Options exercisable (vested)
at June 30, 2002 |  |           | 331,551 |                |  | $                | 11.64 |  |  | $ | 3,858,814 | 
|                                              |  |           |         |                |  |                  |       |  |  |   |           | 



|* |  | On June 7, 2002, the Company paid a 10% stock dividend; accordingly,
the number of shares, weighted average exercise price per share, and
aggregate exercise price have been retroactively adjusted.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1994 Stock Option Plan For Non-Employee Directors and Common Stock Warrants
Issued to Third Parties

Additionally, the Company adopted the Edelbrock Corporation 1994 Stock
Option Plan for Non-Employee Directors (Director Plan), which authorizes
the granting of non-qualified stock options to certain non-employee
directors of the Company. The maximum number of shares granted under the
Director Plan shall not exceed 25,000 shares of Common Stock. Initial
grants of options under the Director Plan totaled 14,000. Three grants of
3,500 shares each were made at the initial offering price of $12.50 per
share and one grant of 3,500 shares was granted at a price of $12.75 per
share. In November 1998, one director resigned and exercised his vested
options; the Company then elected a new director and granted 3,500 shares
at a price of $16.375 per share. In November 2000, one director resigned
and forfeited his vested options. In March 2001, the Company elected a
new director and granted 3,500 shares at a price of $10.56 per share.

On February 2, 1996, the Company issued warrants to purchase 100,000
shares of common stock at $14.75 per share to RICOR Racing and Development
L.P. (RICOR). The warrants were granted at the current quoted market
price at the date of grant. The warrants originally vested 20% on
December 31 of each year for a period of five years with the first 20%
vesting on December 31, 1996.

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9  Shareholders Equity (continued)

On February 19, 1999, for consideration of Amendment No. 4 to the
Licensing Agreement (see Note 6), the Company accelerated the vesting
allowing the Warrants to purchase 100,000 shares to become fully
exercisable at the date of the amendment. In addition, the Company
issued two sets of Warrants to purchase 22,414 and 11,501 shares of common
stock at $18.00 and $22.00 per share, respectively, to RICOR. The
Warrants were granted at a price higher than the current quoted market
price at the date of grant. The first set of warrants vest at 33.3% on
December 31 of each year for a period of three years. The second set of
warrants vest at 20% on December 31 of each year for a period of 5 years.
The first set of warrants expired on February 18, 2002. The second set of
warrants expire on February 18, 2006.

On June 26, 2000, the Company issued 8,000 shares of common stock at
$10.125 per share to Automotive Systems Group Inc. and issued warrants to
purchase 80,000 shares of the Companys common stock at an exercise price
of $11.00 to JG Engine Dynamics, Inc. The warrants vest annually on June
1st of each year through a period of 4 years with the first 25% vesting on
June 1, 2001. The exercise term starts June 1, 2001 and expires on May
31, 2010 (see Note 6).

A summary of changes in options for non-employee directors and common
stock warrants during 2000, 2001, and 2002 are as follows:

|                                               |  |           |         |                |  |                  |       |  |  |   |           | 
|---------------------------------------------- |  | --------- | ------- | -------------- |  | ---------------- | ----- |  |  | - | --------- | 
|                                               |  |           |         |                |  | Weighted Average |       |  |  |  
|                                               |  | Number of |         | Exercise Price |  | Aggregate       
|                                               |  | Shares *  |         | Per Share *    |  | Exercise Price *
|                                               |  |           |         |                |  |                 
|Outstanding at July 1, 1999                    |  |           | 158,856 |                |  | $                | 14.33 |  |  | $ | 2,277,144 | 
|Granted                                        |  |           | 88,000  |                |  |                  | 10.00 |  |  |   | 880,000   | 
|Exercised                                      |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|Cancelled                                      |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|                                               |  |           |         |                |  |                  |       |  |  |   |           | 
|Outstanding at June 30, 2000                   |  |           | 246,856 |                |  |                  | 12.79 |  |  |   | 3,157,144 | 
|Granted                                        |  |           | 3,850   |                |  |                  | 9.60  |  |  |   | 36,960    | 
|Exercised                                      |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|Cancelled                                      |  |           | 3,850   |                |  |                  | 11.59 |  |  |   | 44,625    | 
|                                               |  |           |         |                |  |                  |       |  |  |   |           | 
|Outstanding at June 30, 2001                   |  |           | 246,856 |                |  |                  | 12.76 |  |  |   | 3,149,479 | 
|Granted                                        |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|Exercised                                      |  |           | 0       |                |  |                  |      |  |  |   | 0         | 
|Cancelled                                      |  |           | 24,655  |                |  |                  | 16.36 |  |  |   | 403,452   | 
|                                               |  |           |         |                |  |                  |       |  |  |   |           | 
|Outstanding at June 30, 2002                   |  |           | 222,201 |                |  | $                | 12.36 |  |  | $ | 2,746,027 | 
|                                               |  |           |         |                |  |                  |       |  |  |   |           | 
|Warrants exercisable (vested)
at June 30, 2002 |  |           | 159,721 |                |  | $                | 12.92 |  |  | $ | 2,064,332 | 
|                                               |  |           |         |                |  |                  |       |  |  |   |           | 



|* |  | On June 7, 2002, the Company paid a 10% stock dividend; accordingly,
the number of shares, weighted average exercise price per share, and
aggregate exercise prices have been retroactively adjusted.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9  Shareholders Equity (concluded)

The following table summarizes information about stock options and warrants
outstanding at June 30, 2002:

Employee stock options:

|                |  |                 |         |                  |  |                |      |                  |  |                  |       |             |  |  |         |  |  |   |       | 
|--------------- |  | --------------- | ------- | ---------------- |  | -------------- | ---- | ---------------- |  | ---------------- | ----- | ----------- |  |  | ------- |  |  | - | ----- | 
|                |  | Number          |         |                  |  |                |      | Weighted-Average |  | Number           |       | Exercisable
|Range of        |  | of Shares       |         | Weighted-Average |  | Exercise Price |      | of Shares        |  | Weighted-       
|Exercise        |  | Outstanding at  |         | Remaining        |  | for Shares     |      | Exercisable at   |  | Average         
|Prices *        |  | June 30, 2002 * |         | Contractual Life |  | Outstanding *  |      | June 30, 2002 *  |  | Exercise Price *
|                |  |                 |         |                  |  |                |      |                  |  |                 
|$10.00 - $11.36 |  |                 | 336,089 |                  |  |                | 3.82 |                  |  | $                | 11.26 |             |  |  | 307,351 |  |  | $ | 11.34 | 
|$12.27          |  |                 | 1,100   |                  |  |                | 3.86 |                  |  | $                | 12.27 |             |  |  | 1,100   |  |  | $ | 12.27 | 
|$14.55 - $17.73 |  |                 | 25,300  |                  |  |                | 6.24 |                  |  | $                | 15.73 |             |  |  | 23,100  |  |  | $ | 15.58 | 
|                |  |                 |         |                  |  |                |      |                  |  |                  |       |             |  |  |         |  |  |   |       | 
|$10.00 - $17.73 |  |                 | 362,489 |                  |  |                | 3.56 |                  |  | $                | 11.57 |             |  |  | 331,551 |  |  | $ | 11.64 | 
|                |  |                 |         |                  |  |                |      |                  |  |                  |       |             |  |  |         |  |  |   |       | 

The weighted average fair value of options granted during the year ended
June 30, 2001 was $5.29. No options were granted during the year ended
June 30, 2002.

Non-employee options and warrants:

|               |  |                 |         |                  |  |                |      |                  |  |                  |       |             |  |  |         |  |  |   |       | 
|-------------- |  | --------------- | ------- | ---------------- |  | -------------- | ---- | ---------------- |  | ---------------- | ----- | ----------- |  |  | ------- |  |  | - | ----- | 
|               |  | Number          |         |                  |  |                |      | Weighted-Average |  | Number           |       | Exercisable
|Range of       |  | of Shares       |         | Weighted-Average |  | Exercise Price |      | of Shares        |  | Weighted-       
|Exercise       |  | Outstanding at  |         | Remaining        |  | for Shares     |      | Exercisable at   |  | Average         
|Prices *       |  | June 30, 2002 * |         | Contractual Life |  | Outstanding *  |      | June 30, 2002 *  |  | Exercise Price *
|               |  |                 |         |                  |  |                |      |                  |  |                 
|$9.60 - $20.00 |  |                 | 222,201 |                  |  |                | 6.35 |                  |  | $                | 12.36 |             |  |  | 159,721 |  |  | $ | 12.92 | 
|               |  |                 |         |                  |  |                |      |                  |  |                  |       |             |  |  |         |  |  |   |       | 

The weighted average fair value of warrants granted during the year ended
June 30, 2001 was $5.20. No warrants were granted during the year ended
June 30, 2002.



|* |  | The number of shares outstanding and exercisable and the weighted
average exercise price for shares outstanding and exercisable for both
common stock options and non-employee options and warrants have been
adjusted to reflect to Companys 10% stock dividend issued on June 7,
2002.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on it behalf by the undersigned, thereunto duly authorized.

|                 |  |                      
|---------------- |  | ---------------------
|October 17, 2002 |  | EDELBROCK CORPORATION



| |  |     |  |                                                                   
| |  | --- |  | ------------------------------------------------------------------
| |  | By: |  | ARISTEDES T. FELES                                                
| |  |     |  |                                                                   
| |  |     |  | Aristedes T. Feles
Vice President Finance, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|                                                                    |  |                                                                                                     |  |                 
|------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | ----------------
|Signature                                                           |  | Title                                                                                               |  | Date            
|                                                                    |  |                                                                                                     |  |                 
|                                                                   
|*

O. Victor Edelbrock                                              |  | President, Chief Executive
Officer and Chairman of the
Board (Principal Executive Officer)          |  | October 17, 2002
|                                                                   
|*

Jeffrey L. Thompson                                              |  | Executive Vice President, Chief
Operating Officer and Director                                      |  | October 17, 2002
|                                                                   
|ARISTEDES T. FELES

Aristedes T. Feles                              |  | Vice-President, Finance and Director
(Principal Financial Officer and
Principal Accounting Officer) |  | October 17, 2002
|                                                                   
|*

Cathleen Edelbrock                                               |  | Vice President of Advertising,
and Director                                                         |  | October 17, 2002
|                                                                   
|*

Timothy D. Pettit                                                |  | Director                                                                                            |  | October 17, 2002
|                                                                   
|*

Dr. Cornelius J. Pings                                           |  | Director                                                                                            |  | October 17, 2002
|                                                                   
|*

Jerry Herbst                                                     |  | Director                                                                                            |  | October 17, 2002
|                                                                   
|*

Richard Wilbur                                                   |  | Director                                                                                            |  | October 17, 2002
|                                                                   
|ARISTEDES T. FELES

*By:  Aristedes T. Feles      
Attorney-in-fact |  |                                                                                                     |  | October 17, 2002

6