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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

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.

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

As of May 7, 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 MARCH 25, 2003
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)

*

-

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

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

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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

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

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EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements of Edelbrock Corporation (the “Company” or “Edelbrock”) at March 25, 2003 and for the three and nine month periods ended March 25, 2003 and 2002, are unaudited, but include all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for a fair presentation. The June 30, 2002 balance sheet was derived from the balance sheet included in the Company’s audited consolidated financial statements as included in the Company’s Form 10-K for its fiscal year ended June 30, 2002 (File No. 0-24802).

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

Accounts Receivable and Accounts Receivable Reserves

The Company maintains reserves for cash and other discounts, returns and potential credit losses. Accounts receivable reserves are based on (i) the Company’s estimate of the rate at which customers take credit discounts allowed and, (ii) the Company’s specific assessment of the collectibility of all past due accounts. The actual cash and other discounts, returns and credit losses have not differed materially from accrued estimated amounts for the nine months ended March 25, 2003.

Segment Reporting

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

Controlling Stockholder

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

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Note 1 - Summary of Significant Accounting Policies (continued)

Stock – Based Compensation

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

*

-

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

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Note 2 – New Accounting Pronouncements

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

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

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

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Note 2 – New Accounting Pronouncements (continued)

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

Note 3 - Inventories

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

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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. 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:

*

-

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

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Note 5 - Subsequent Event

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

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

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

     Overview

The Company was founded in 1938 and is one of America’s leading manufacturers and marketers of specialty performance automotive and motorcycle aftermarket parts. The Company currently offers approximately 7,700 performance automotive and motorcycle aftermarket parts for street, off-road, recreational and competition vehicle use. The Company designs, manufactures, packages and markets performance automotive and motorcycle aftermarket parts, including intake manifolds, carburetors, camshafts, cylinder heads, exhaust systems, shock absorbers and other performance components for most domestic V8 and selected V6 engines and sport compact 4 cylinder engines. In addition, the Company offers performance aftermarket manifolds, camshafts, cylinder heads, air cleaners, and carburetors for Harley-Davidson and other selected brand motorcycles. Also, through its Russell Performance division, the Company offers performance plumbing and brake lines which include street-legal brake lines, oil lines, fuel lines, and filters for both automotive and motorcycle use.

     Product Mix

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

     Manufacturing Capacity

The Company used substantially all of its manufacturing capacity to produce its specialty performance automotive and motorcycle aftermarket parts for the quarter ended March 25, 2003.

     Seasonality

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

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

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

     Revenues

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

     Cost of Sales

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

     Selling, General and Administrative Expense

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

     Research and Development Expense

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

     Interest Expense

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

     Interest Income

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

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     Taxes on Income

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

     Net Income

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

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

     Revenues

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

     Cost of Sales

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

     Selling, General and Administrative Expense

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

     Research and Development Expense

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

     Interest Expense

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

     Interest Income

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

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     Taxes on Income

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

     Net Income

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

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     Critical Accounting Policies

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

     Revenue Recognition

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

     Accounts Receivable and Accounts Receivable Reserves

The Company maintains reserves for cash and other discounts, returns and potential credit losses. Accounts receivable reserves are based on (i) the Company’s estimate of the rate at which customers take credit discounts allowed and (ii) the Company’s specific assessment of the collectibility of all past due accounts. The actual cash and other discounts, returns and credit losses have not differed materially from accrued estimated amounts for the nine months ended March 25, 2003.

     Inventories

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

     Long-Lived Assets

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

     Self-Insurance Liabilities

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

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Liquidity and Capital Resources

The Company’s liquidity requirements arise primarily from the funding of its seasonal working capital needs and capital expenditures. Historically, the Company has met these liquidity requirements through cash flow generated from operating activities and with borrowed funds under the Company’s $8.0 million revolving credit facility (“Revolving Credit Facility”) which expires on February 1, 2005. Due to seasonal demand for the Company’s products, the Company builds inventory during the first and second fiscal quarters in advance of the typically stronger selling periods during the third and fourth fiscal quarters.

The Company believes that funds generated from operations and funds available under the Revolving Credit Facility together with cash balances will be adequate to meet its working capital, debt service and capital expenditure requirements through the next twelve months. The Company has made capital expenditures of approximately $4.5 million during the three quarters of fiscal year 2003. The Company anticipates making additional capital expenditures of approximately $1.0 - $1.5 million for the remainder of fiscal year 2003 primarily for additional capital equipment to increase production and internal warehouse expansion to increase storage and shipping capacity.

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

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Contractual Obligations

The table below summarizes the Company’s contractual obligations:

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PART II - OTHER INFORMATION

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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.

Date:   May 7,  2003

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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.

Date:   May 7,  2003

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