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                             [JONES DAY LETTERHEAD]

002371:ale 2160141
025090-060006

                                November 1, 2004

VIA EDGAR AND FEDERAL EXPRESS

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
Office of Mergers and Acquisitions
U.S. Securities & Exchange Commission
Division of Corporation Finance
AD No. 5, Mail Stop 0305, Room 3106
450 Fifth Street, N.W.
Washington, D.C.  20549

                              RE: EDELBROCK CORPORATION

AMENDMENT NO. 2 TO SCHEDULE 13E-3      REVISED PRELIMINARY PROXY ON SCHEDULE 14A
FILED OCTOBER 21, 2004                 FILED OCTOBER 21, 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 October 27, 2004, we are electronically
transmitting conformed copies of Edelbrock's revised Preliminary Proxy Statement
(the "Revised Preliminary Proxy Statement") and Amendment No. 3 to the 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 revised Preliminary Proxy Statement and
Amendment No. 2 to the Schedule 13E-3 filed with the SEC on October 21, 2004.
For your convenience, the text of the Staff's comments has been included in this
letter.

SCHEDULE 13E-3

GENERAL

        COMMENT 1. We note your response to our prior comment nos. 1 and 2.
Based on your response to our prior comment no. 2, Banc of America Securities
provided reports related to the consideration of the transaction during the
November 2003, February and March 2004 dates. Please be advised that the outside
party producing the report need not determine or recommend

<PAGE>
                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 1, 2004
Page 2

the amount of consideration to be paid in order for the report to fall within
the scope of Item 1015. See Item 1015(b)(5). With the exception of information
otherwise simply publicly available to the parties, expand the disclosure to
summarize the information produced by Banc of America. At a minimum, it appears
the disclosure should be amended to provide the following information:

        (a)     General information regarding going private transactions

        (b)     Analysis of Implied Transaction Statistics at Various
                Illustrative Purchase Prices

        (c)    Recent Selected Going Private Transaction Analysis

        To the extent all of the subject categories detailed in response to
prior comment no. 2 are not summarized, please provide a supplemental
explanation as to why such information was otherwise publicly available and
accessible to the parties shown the presentation. In addition, the portions of
the report relating to the matters summarized should be filed as an exhibit
pursuant to Item 1016(c) of Regulation M-A.

        Response: As requested, disclosure has been added on pages 49 to 54 of
the Revised Preliminary Proxy Statement in accordance with the Staff's comment.
A summary of the materials reviewed by Banc of America Securities with Mr.
Edelbrock has been incorporated into the Revised Preliminary Proxy Statement
with a focus on the materials reviewed at the February 12, 2004 meeting. While
the materials reviewed at each of the meetings were substantially similar, with
the analyses being updated to the most recent practicable date prior to the date
of each meeting, the disclosure focuses on the materials Banc of America
Securities reviewed with Mr. Edelbrock at the February 12th meeting as the March
11th materials are more summary in nature and the February 12th materials were
substantively more current than the materials presented on November 18, 2003. In
addition, copies of the written materials that Banc of America Securities
reviewed with Mr. Edelbrock at the meetings on November 18, 2003, February 12,
2004 and March 11, 2004 have been filed as exhibits to the Schedule 13E-3 filed
by the transaction parties.

Preliminary Proxy Materials

Special Factors, page 19

        COMMENT 2. We note your amended disclosure on page 28, relating to the
October 14, 2004 offer by the California Investment Fund to acquire all
outstanding shares of Edelbrock for a per share price in the range of $19.00 to
$19.50. Given Mr. Edelbrock's substantially lower offer of $16.75 to
unaffiliated shareholders, advise us on what consideration has been given to
qualifying the fairness determinations to make clear that the existing fairness
determinations were made prior to receipt of the most recent CIF offer. In
addition, explain to us why the filing

<PAGE>
                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 1, 2004
Page 3

parties have ostensibly concluded they are not obligated to make an additional
substantive fairness determination in view of the recent offer made by CIF.

        Response: On October 18, 2004, the special committee of the Edelbrock
board of directors met to review the CIF letter and related events. During this
meeting, Kerlin Capital confirmed to the special committee that its fairness
opinion remained operative and would not be affected by CIF's indication of
interest, noting it had been effectively withdrawn. The special committee
considered this background, as well as the fact that CIF had not performed any
due diligence inquiry or other procedures relating to Edelbrock. Following
additional discussion, the special committee determined that there was no basis
to consider the CIF letter as a proposal since, among other things, CIF's
interest was conditioned on acquiring a controlling interest in the Company. The
special committee also determined that, considering Kerlin Capital's advice and
that the CIF letter was neither a firm nor a fully-financed offer, there was no
basis to further consider its conclusions and recommendations relating to the
merger agreement and the transactions contemplated by it. See page 28 of the
Revised Preliminary Proxy Statement.

        COMMENT 3. We understand that Mr. Edelbrock has indicated that he is not
a seller "at any price" to CIF. Explain to us, with a view toward disclosure,
what consideration the board of directors has given to delaying its proposed
transaction in view of the most recent offer by CIF. Advise us, with a view
toward disclosure, why Mr. Edelbrock's refusal to sell his shares to a third
party "at any price" is consistent with his fiduciary duties to other
unaffiliated security holders.

        Response: As explained above in the response to comment no. 2, the
special committee of Edelbrock's board of directors determined that the CIF
letter was not a meaningful proposal, since CIF had only expressed an interest
at a time it thought Mr. Edelbrock might be interested in selling his shares and
that the CIF letter was neither a firm nor a fully-financed offer, allowing a
purchase of the company as a whole by CIF. Mr. Edelbrock has determined not to
sell his shares, and under Delaware law, a majority stockholder is "under no
duty to sell its holdings in a corporation, even if it is a majority
shareholder, merely because the sale would profit the minority." Bershad v.
Curtiss-Wright Corporation, 535 A.2d 840 (Del. 1987). In addition, the Delaware
courts have explicitly recognized that even with the existence of a bona fide,
unconditional third party offer for all the outstanding shares, which is not the
case with respect to the CIF letter, "the fact that [a third party] was willing
to pay more for all of the shares does not, logically, support an inference that
[the majority shareholder's] proposal for the non-controlling shares was not
fair." Mendel v. Carroll, 651 A.2d 306 (Del Ch. 1994). We note that CIF withdrew
its tentative proposal prior to the October 18 meeting of the special committee,
and on the basis of the above the special committee found no reason to change
its conclusions and recommendations. See page 28 of the Revised Preliminary
Proxy Statement.
<PAGE>
                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 1, 2004
Page 4

        COMMENT 4. Please clarify your reference on page 26 on the special
committee's ability to change or withdraw the recommendation of the merger to
Edelbrock's unaffiliated stockholders and effect a termination of the merger
agreement if the special committee determined that the failure to take such
action would be reasonably likely to entail a breach of the board of directors'
or the special committee's fiduciary duties. Based on the contractual provision
of your merger agreement, it does not appear that the special committee has the
power to effect a termination of the merger. Please revise disclosure to clarify
this apparent inconsistency.

        Response: In response to the Staff's comment, as disclosed in the
Revised Preliminary Proxy Statement and in accordance with the procedural and
substantive fairness and fiduciary duty requirements of Delaware law, the board
of directors of Edelbrock formed a special committee, consisting of independent
directors unaffiliated with Mr. Edelbrock, to consider, negotiate, and
recommend, if deemed appropriate by the special committee in its sole discretion
after consultation with its independent financial and legal advisors, a
transaction with Mr. Edelbrock. As described on page 26 of the Revised
Preliminary Proxy Statement, during the course of the special committee's
negotiations with Mr. Edelbrock, the special committee obtained what it believed
was an important concession from Mr. Edelbrock; namely, terms in the merger
agreement which (1) permitted the special committee to make an adverse
recommendation change if the special committee determined, after receipt of
advice from its legal and financial advisors, that the failure to make such an
adverse recommendation change would be reasonably likely to entail a breach of
the special committee's or the board's fiduciary duties under Delaware or other
applicable law; and (2) provided for the automatic termination of the merger
agreement upon any such adverse recommendation change by the special committee.
See Sections 4.3(e) and 8.1.(b) of the merger agreement. While the special
committee's authority to make an adverse recommendation change and thereby
effect a termination of the merger agreement is limited to circumstances where
such a change is compelled by applicable law governing the special committee's
and/or the board's fiduciary duties, under those circumstances the merger
agreement does nonetheless provide the special committee with the means to
terminate the merger agreement.

The Board of Directors, page 33

        COMMENT 5. In a transaction subject to Rule 13e-3 involving an issuer,
the issuer, as a filing person on Schedule 13E-3, must provide to the issuer's
unaffiliated security holders its position as to both the procedural and
substantive fairness of the transaction. The issuer's obligation to comply with
Rule 13e-3 arises from its engagement as a signatory to the merger agreement and
recommendation to vote in favor of the merger agreement. The issuer, therefore,
is clearly required under Rule 13e-3(b)(2)(i) to complete, file and disseminate
a Schedule 13E-3 in accordance with Rules 13e-3(d), (e) and (f). Item 8 of
Schedule 13E-3 directs that each
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                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 1, 2004
Page 5

person filing the Schedule 13E-3 state whether it ". . . reasonably believes
that the Rule 13e-3 transaction is fair or unfair to unaffiliated security
holders." The issuer is required to expressly issue an opinion as to the
procedural and substantive fairness of the transaction to the issuer's
unaffiliated shareholders, appear on and sign the Schedule 13E-3. See Question
and Answer 5 in Exchange Act Release No. 17719.

        Response: As discussed with the Staff, the disclosure commencing under
the sub-heading "The Board of Directors" on page 34 of the Revised Preliminary
Proxy has been changed to delete the implied partial discussion as to the
procedural and substantive fairness of the transaction to the unaffiliated
public stockholders of Edelbrock. Further, a cross-reference to where the
discussion of the board's opinion as to the fairness of the transaction to the
Edelbrock unaffiliated public stockholders can be found in the Revised
Preliminary Proxy Statement and has been added to the disclosure under this
sub-heading.

        COMMENT 6. Please note the staff views officers and directors of the
issuer as affiliates when considering whether your current references to public
"stockholders" and stockholders "other than Mr. Edelbrock and his affiliates"
are sufficiently specific to satisfy the filing parties' disclosure obligations
under Item 1014 of Regulation M-A. Unless the affiliates of Mr. Edelbrock are
the only affiliates of Edelbrock Corporation, please revise your disclosure to
clarify that the referenced fairness determinations are addressed specifically
to unaffiliated stockholders within the meaning of our interpretation publicly
available in the Current Issues Outline on our website, www.sec.gov.

        Response: In response to the Staff's comment, the references to the
fairness determinations made by Edelbrock's board and the special committee of
the board have been clarified throughout this section to confirm that these
determinations were made with respect to Edelbrock's public unaffiliated
stockholders, and not encompassing all stockholders "other than Mr. Edelbrock
and his affiliates."

        COMMENT 7. While we recognize the board's belief that sufficient
procedural safeguard exist, revise to explicitly state, if true, that the board
believes that the proposed transaction is procedurally fair to the unaffiliated
security holders of Edelbrock Corporation.

        Response: As explained above in response to comment no. 5, the Revised
Preliminary Proxy Statement on page 34 has been edited to remove the
implication that the discussion is intended to be a discussion of the procedural
and substantive fairness of the transaction to Edelbrock's unaffiliated public
stockholders.
<PAGE>
                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 1, 2004
Page 6

Accounting comment

Schedule 14A, Amendment No. 2
(As incorporated by reference into the Schedule 13E-3 filing)

Age of Financial Statements and Where Stockholders Can Find More Information,
page 77

        COMMENT 8. We note your response to our prior comment 9; however, we are
unable to locate your revisions in the proxy statement. Please amend the proxy
statement to incorporate by reference your June 30, 2004 Annual Report on Form
10-K and to eliminate the references to the outdated filings. We refer you to
the updating requirements as set forth in Rule 3-12 of Regulation S-X.

        Response: As discussed with the Staff, these revisions were included in
the October 21st filing of the preliminary proxy statement. In addition, this
section of the proxy statement has been further updated in the revised filing.

CLOSING COMMENTS

        Please file an amended Schedule 13E-3 and Schedule 14A in response to
these comments. Mark the amendments so that the revisions, including those made
not in response to staff co