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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

EDELBROCK CORPORATION

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

INDEX

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

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

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EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

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)

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:

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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:

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:

*

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.

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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.

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     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.

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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.

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     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.

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Critical Accounting Policies

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

     Revenue Recognition

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

     Accounts Receivable and Accounts Receivable Reserves

The Company maintains reserves for cash and other discounts, returns and potential credit losses. Accounts receivable reserves are based on (i) the Company’s estimate of the rate at which customers take credit discounts allowed and (ii) the Company’s specific assessment of the collectibility of all past due accounts. The actual cash and other discounts, returns and credit losses have not differed materially from accrued estimated amounts for the 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.

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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:

	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.

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“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.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Company’s exposure to interest rate changes is primarily related to its variable rate debt which may be outstanding from time to time under the Company’s Revolving Credit Facility with Bank of America, 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.

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PART II — OTHER INFORMATION

Item 1.		Legal Proceedings
		Not applicable.
Item 2.		Changes in Securities and Use of Proceeds
		Not applicable.
Item 3.		Defaults upon Senior Securities
		Not applicable.
Item 4.		Submission of Matters to a Vote of Security Holders

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:

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.

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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.

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SIGNATURES

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

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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.

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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.

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