SecProbe.io

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                                    JONES DAY

     555 West Fifth Street, Suite 4600 - Los Angeles, California 90013-1025
              TELEPHONE: (213) 489-3939 - FACSIMILE: (213) 243-2539

                                                     Direct Number: 213.243.2521
                                                         ecsmith@jonesday.com

                               September 29, 2004

VIA EDGAR AND FEDERAL EXPRESS

Nicholas P. Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
Office of Mergers and Acquisitions
U.S. Securities & Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C.  20549

                        RE:   EDELBROCK CORPORATION

           SCHEDULE 13E-3                      PRELIMINARY PROXY ON SCHEDULE 14A
           FILED AUGUST 10, 2004               FILED AUGUST 10, 2004
           FILE NO. 5-53153                    FILE NO. 0-24802

Dear Mr. Panos and Ms. Losert:

           On behalf of Edelbrock Corporation ("Edelbrock") and in response to
the comments of the Staff of the Securities and Exchange Commission ("SEC") set
forth in the SEC's letter dated September 7, 2004, we are electronically
transmitting conformed copies of Edelbrock's revised Preliminary Proxy Statement
(the "Revised Preliminary Proxy Statement") and Amendment No. 1 to Schedule
13E-3 (the "Amended 13E-3"), and we will also send one clean copy and three hard
copies marked to show changes from the Preliminary Proxy Statement and Schedule
13E-3 filed with the SEC on August 10, 2004. For your convenience, the text of
the Staff's comments has been included in this letter.

SCHEDULE 13E-3

GENERAL

           COMMENT 1. Financial information has been incorporated by reference
in response to Item 13 of Schedule 13E-3. Notwithstanding the Historical
Financial Data included at page 13,

                                  [LETTERHEAD]

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Nicholas Panos, Esq.
Johanna Vega Losert, Esq.
September 29, 2004
Page 2

please confirm that complete summarized financial information has been included
as required by Instruction 1 to Item 13 of Schedule 13E-3. Refer to telephone
interpretation H.7 in the July 2001 supplement to our "Manual of Publicly
Available Telephone Interpretations" that is available on the Commission's
website at http://wwww.sec.gov for guidance on complying with a nearly identical
instruction in the context of a tender offer, and provide any missing financial
information.

           Response: In compliance with Instruction 1 to Item 13 of Schedule
13E-3, Edelbrock has reviewed the requirements, and believes the summarized
financial information included in the Schedule 13E-3 filed on August 10, 2004
complete under the applicable rules.

           COMMENT 2. Each and every report, opinion, consultation, proposal or
presentation, whether written or oral, received by the company or affiliates
from any third party materially related to this transaction constitutes a
separate Item 1015 report that must be summarized in detail in the disclosure
document. Please file as an exhibit to the Schedule 13E-3 any materials
presented to Mr. Edelbrock, the special committee and board in connection with
the presentations and oral reports provided by Banc of America Securities LLC,
as required by Item 1016(c) of Regulation M-A. In particular, see our comments
regarding the November 18, 2003 and February 12, 2004 oral reports by Banc of
America Securities. Also, please refer to our comment regarding the Edelbrock
real estate appraisal.

           Response: In response to the Staff's comment, we respectfully note
that Edelbrock believes that every report, opinion or appraisal received by
Edelbrock or its affiliates from any third party related to the merger has been
summarized in detail in the Revised Preliminary Proxy Statement and filed as an
exhibit to the Schedule 13E-3 filed by the transaction parties as required by
Rules 1015 and 1016 under Regulation M-A.

           Banc of America Securities reviewed materials with Mr. Edelbrock at
the November 18, 2003 and February 12, 2004 meetings (the "Preliminary
Meetings") and the organizational meeting held on March 11, 2004 (the
"Organizational Meeting"). The materials reviewed at the Preliminary Meetings
were customary "pitch books" prepared by Banc of America Securities for meetings
with potential clients. Prior to such meetings, Banc of America Securities had
been informed that a going private transaction involving Edelbrock was being
considered by Mr. Edelbrock. The materials reviewed with Mr. Edelbrock at these
meetings included general information regarding Banc of America Securities'
qualifications to act as financial advisor to Mr. Edelbrock and general
information regarding going private transactions. The materials reviewed with
Mr. Edelbrock at the Preliminary Meetings and the Organizational Meeting also
included certain information regarding the historical stock trading performance
of Edelbrock common stock, an analysis of implied transaction statistics at
various illustrative purchase prices (selected solely for illustrative purposes
as a range of premiums to the then current market price

<PAGE>

Nicholas Panos, Esq.
Johanna Vega Losert, Esq.
September 29, 2004
Page 3

for shares of Edelbrock common stock) and information with respect to comparable
companies and precedent transactions. Edelbrock and Mr. Edelbrock do not believe
that the materials reviewed by Banc of America Securities with Mr. Edelbrock
were material to the proposed transaction. Banc of America Securities did not
perform a valuation or appraisal of the value of Edelbrock as a whole or of any
interest in its stock, did not indicate an appropriate purchase price for the
proposed merger consideration and did not render an opinion to Mr. Edelbrock on
any basis. Accordingly, neither Edelbrock nor Mr. Edelbrock believes that these
materials constituted, or were in relation to, a report, opinion or appraisal of
Banc of America Securities and were not materially related to the merger.
Therefore Edelbrock and Mr. Edelbrock believe that these materials are not
required to be filed as exhibits to the Schedule 13E-3 filed by the transaction
parties.

           COMMENT 3. Discuss the federal tax consequences of the Rule 13e-3
transaction on each filing party. See Item 1013(d) of Regulation M-A.

           Response: In response to the Staff's comment, the Preliminary Proxy
Statement has been revised to describe the federal income tax consequences of
the merger on Edelbrock, Edelbrock Holdings and Edelbrock Merger Sub. See pages
57 to 58 of the Revised Preliminary Proxy Statement.

PRELIMINARY PROXY MATERIALS

GENERAL

           COMMENT 4. The filing parties must expressly direct their fairness
determinations to the "unaffiliated shareholders" rather than generally
referring to "Edelbrock stockholders." Refer to pages 33 and 34. See Item 1014
of Regulation M-A.

           Response: In response to the Staff's comment, the Preliminary Proxy
Statement has been revised to reflect that the filing parties directed their
fairness determinations to the unaffiliated public Edelbrock stockholders, as
opposed to the "Edelbrock stockholders" generally. See pages 33 and 34 of the
Revised Preliminary Proxy Statement.

LETTER TO SHAREHOLDERS

           COMMENT 5. Indicate that shareholders wishing to exercise their
appraisal rights must not vote in favor of the merger.

           Response: In response to the Staff's comment, the Letter to
Shareholders to be submitted with the Revised Preliminary Proxy Statement has
been revised to indicate that the Edelbrock stockholders wishing to exercise
their appraisal rights must not vote in favor of the merger.

<PAGE>

Nicholas Panos, Esq.
Johanna Vega Losert, Esq.
September 29, 2004
Page 4

           COMMENT 6. Please delete your reference to any board decision being
"unanimous," given the absence of O. Victor Edelbrock from all relevant meetings
and votes. Specifically, your use of the term "unanimous" may be confusing to
the average investor given the circumstances surrounding the board's
consideration of this transaction. Please make similar revisions throughout the
remainder of your proxy materials.

           Response: As requested in the Staff's comment, Edelbrock has deleted
the reference to votes taken by the Edelbrock board of directors with respect to
the transaction as being "unanimous" throughout the Revised Preliminary Proxy
Statement.

           COMMENT 7. Here, and elsewhere in the filing, indicate the total
dollar value of the offer.

           Response: In response to the Staff's comments, the total dollar value
of the offer has been included in the Letter to Stockholders and throughout the
Revised Preliminary Proxy Statement where appropriate. See pages 2, 7 and 34 of
the Revised Preliminary Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE MERGER, PAGE 8

SUMMARY TERM SHEET, PAGE 1

           COMMENT 8. The summary term sheet should "briefly" describe the
material terms of the transaction. Currently, your term sheet continues for
seven (7) pages. Further revise your information to provide a clear presentation
of information that is material to investors. Refer to Part II.F.2.a of SEC
Release No. 33-7760 (October 22, 1999) for a discussion of the items that should
be discussed in the summary term sheet.

           Response: As requested in the Staff's comment, the Summary Term Sheet
contained within the Revised Preliminary Proxy Statement (pages 1 to 6) has been
shortened to provide a clearer and more concise presentation of information that
is material to stockholders.

THE PARTICIPANTS, PAGE 1

           COMMENT 9. Name the affiliates to which you refer in your description
of Edelbrock Holdings. Revise to place together the bullet points for each
filing person, identify all of these persons and entities and state each
person's and entity's position regarding the fairness of the transaction to
unaffiliated shareholders.

           Response: On page 19 of the Preliminary Proxy Statement filed with
the SEC on August 10, 2004 reference was made to Mr. Edelbrock's "affiliates."
In response to the Staff's comment, pages 1, 18 and 19 of the Revised
Preliminary Proxy Statement clarify that these affiliates are family trusts for
which Mr. Edelbrock serves as trustee. In addition, pages 3, 8 and

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Nicholas Panos, Esq.
Johanna Vega Losert, Esq.
September 29, 2004
Page 5

34 of the Revised Preliminary Proxy Statement describe the position of each
filing person regarding the fairness of the merger to Edelbrock's unaffiliated
public stockholders.

PURPOSE OF THE MERGER, PAGE 3

           COMMENT 10. The summarized information in this section relates to why
the special committee and the board deemed the merger consideration fair, not
the purpose of the merger.

           Response: As requested in the Staff's comment, we have revised the
"Summary Term Sheet -- Purpose of the Merger" section of the Preliminary Proxy
Statement to better indicate the purpose of the merger, as opposed to the
reasons why the special committee and board of directors deemed the merger
consideration fair. See page 3 of the Revised Preliminary Proxy Statement.

MERGER FINANCING, PAGE 4

FEDERAL INCOME TAX CONSEQUENCES, PAGE 7

           COMMENT 11. Please delete the portion of the statement, advising
shareholders to consult their own tax advisor regarding the federal tax
consequences of the merger. It is not appropriate to summarize the material tax
consequences and then urge shareholders to consult their own tax advisors. You
may, however, urge shareholders to consult their own tax advisors with respect
to their individual circumstances. Please revise throughout, as appropriate.

           Response: In response to the Staff's comment, the Preliminary Proxy
Statement has been revised to delete statements advising Edelbrock stockholders
to consult their own tax advisor regarding the federal income tax consequences
of the merger. See pages 6, 9 and 57 to 59 of the Revised Preliminary Proxy
Statement. In accordance with the Staff's comment, where appropriate, Edelbrock
stockholders are advised to consult their own tax advisors with respect to their
individual circumstances.

INFORMATION CONCERNING THE SPECIAL MEETING, PAGE 16

           COMMENT 12. Please note that the ability to adjourn a meeting to
solicit additional proxies is not a matter incidental to the conduct of the
meeting, as defined by Rule 14a-4. Use of discretionary voting authority to
postpone or adjourn the meeting to solicit additional proxies is a substantive
proposal for which you must specifically solicit proxy authority. If you wish
this authority, please provide another voting box on the proxy card so
shareholders may decide whether to grant a proxy to vote in favor of
postponement or adjournment for the solicitation of additional votes. Provide
disclosure in the proxy statement describing the specific circumstances under
which you would use such authority.

<PAGE>

Nicholas Panos, Esq.
Johanna Vega Losert, Esq.
September 29, 2004
Page 6

           Response: In response to the Staff's comment, the appropriate voting
box has been added to the proxy card so that Edelbrock's stockholders may decide
whether to grant a proxy to vote in favor of postponement or adjournment of the
special meeting for the solicitation of additional votes. Further, the
"Information Concerning the Special Meeting" section of the Preliminary Proxy
Statement has been revised to disclose that the proxy holders might postpone or
adjourn the Special Meeting for the solicitation of additional votes if deemed
appropriate in their discretion.

SPECIAL FACTORS, PAGE 20

BACKGROUND OF THE MERGER, PAGE 20

           COMMENT 13. Expand disclosure to summarize the oral reports that Banc
of America Securities LLC provided to Mr. Edelbrock and members of Edelbrock
management on November 18, 2003 and February 12, 2004. It appears that the
discussions between Edelbrock and the financial advisor reported on the
strategic goals, objectives, process and timing, and role and responsibilities
of the parties to be involved. File any written reports such as drafts, talking
papers, spread sheets, summaries, outlines and any board books prepared in
connection with the November 18, 2003 and February 12, 2004 discussions and
presentations by Banc of America Securities.

           Response: We respectfully refer the Staff to the response to Comment
2. For the reasons stated in the response to Comment 2, Edelbrock does not
believe that the materials that Banc of America Securities reviewed with Mr.
Edelbrock are required to be filed as an exhibit to the Schedule 13E-3 filed by
the transaction parties.

           COMMENT 14. Please explain the significance of the Concord Energy
Consultants letter on page 24.

           Response: In response to the Staff's comment, the reference to the
Concord Energy Consultants letter has been deleted, since this communication is
immaterial to the transaction.

           COMMENT 15. Further disclose the substance of discussions between
Kerlin Capital and Banc of America Securities regarding the "financial metrics
and other considerations that may affect the price at which it would be fair to
cause a sale by the unaffiliated shareholders of Edelbrock common stock." Expand
to summarize the valuation methodologies that were considered by the financial
advisors on June 7, 2004.

           Response: In response to the Staff's comment, the Preliminary Proxy
Statement has been revised to disclose the substance of the discussions between
Kerlin Capital and Banc of America Securities. See pages 23 to 24 of the Revised
Preliminary Proxy Statement.

<PAGE>

Nicholas Panos, Esq.
Johanna Vega Losert, Esq.
September 29, 2004
Page 7

           COMMENT 16. In connection with Kerlin Ca