SecProbe.io

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                             [JONES DAY LETTERHEAD]

002371:ale 2161164
025090-060006                            November 10, 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. 3 TO SCHEDULE 13E-3   REVISED PRELIMINARY PROXY ON SCHEDULE 14A
   FILED NOVEMBER 1, 2004              FILED NOVEMBER 1, 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 November 3, 2004, we are electronically
transmitting conformed copies of Edelbrock's revised Preliminary Proxy Statement
(the "Revised Preliminary Proxy Statement") and Amendment No. 4 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. 3 to the Schedule 13E-3 filed with the SEC on November 1, 2004.
For your convenience, the text of the Staff's comments has been included in this
letter.

SCHEDULE 13E-3

        COMMENT 1. Advise us on what consideration you gave to filing any
reports submitted by Kerlin Capital to the special committee based on Kerlin
Capital's discussions with the California Investment Fund. See Item 1015 of
Regulation M-A.

<PAGE>

                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 10, 2004
Page 2

        Response: Kerlin Capital did not submit a written report, opinion or
appraisal to the special committee as a result of their discussions with the
California Investment Fund ("CIF"). Therefore, there are no additional items in
this regard to file with the Schedule 13E-3.

Preliminary Proxy Materials

Letter to Shareholders

        COMMENT 2. Prominently disclose Mr. Edelbrock's rejection of the
California Investment Fund expression of interest in commencing discussions to
acquire all outstanding shares of Edelbrock for a per share price in the range
$19.00 to $19.50. Also, indicate Kerlin Capital's role in advising the special
committee that its fairness opinion remained operative. Provide a
cross-reference to more detailed disclosure in the proxy.

        Response: The CIF letter had indicated that it was a "starting point for
discussions" and that "any final price will need to be adjusted based on current
market conditions and thorough underwriting [sic] of" Edelbrock. Supplementally,
we are providing under separate cover a copy of CIF's indication of interest for
the Staff's information. We have revised the Preliminary Proxy Statement on page
28 to more fully reflect the special committee's understanding of, and actions
with respect to the CIF letter, as is discussed more fully in the response to
comment 5 below. The special committee determined that CIF's indication of
interest was not a bona fide offer. As such, the CIF letter did not affect
Kerlin Capital's, or the special committee's, analysis done to date with respect
to the fairness of the proposed transaction. Based on these facts and
circumstances the parties did not deem further disclosure with respect to the
CIF letter to be helpful to the understanding of the transaction for the
unaffiliated public stockholders. Further, to put disclosure of the CIF letter
in a position of prominence would, in fact, focus undue attention on the letter,
which letter resulted in no material impact to the proposed transaction.

Special Factors, page 19

        COMMENT 3. We note your amended disclosure on page 28. Given that CIF
initially expressed an interest in commencing discussions regarding an
acquisition of all outstanding shares of Edelbrock, explain why, after a
telephone conversation between Kerlin and CIF, CIF later indicated that it
contemplated establishing a control position in Edelbrock.

        Response: As disclosed on page 28 of the Revised Preliminary Proxy
Statement, CIF's letter expressed an interest in acquiring all of the
outstanding shares of Edelbrock. During the telephone conversation between
Kerlin Capital and CIF, CIF made explicit in these discussions that it was only
interested in acquiring a controlling position, i.e., a majority interest, in
Edelbrock. Mr. Edelbrock had stated he was not interested in selling his shares
of stock,

<PAGE>

                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 10, 2004
Page 3

constituting a majority interest in Edelbrock, or any portion thereof.
Accordingly, CIF renounced its indication of interest, confirming it was not
interested in pursuing a transaction that would not result in the acquisition of
a controlling position in Edelbrock.

        COMMENT 4. Explain the steps taken by Kerlin Capital and the special
committee until CIF indicated that it intended to withdraw the indication of
interest. For example, disclose whether or not the special committee sought to
have Mr. Edelbrock sell his shares to a third party.

        Response: On October 14, 2004, Mr. Edelbrock received the letter from
CIF. Mr. Edelbrock forwarded the letter to Edelbrock, the board of directors,
the special committee and Kerlin Capital on that same day. After an initial
review of the letter, the special committee directed Kerlin Capital to contact
Mr. Edelbrock and CIF with regard to the letter. Later that day, Kerlin Capital
discussed the indication of interest with Mr. Edelbrock, who reconfirmed his
stated position that his shares were not for sale. Also on that same day, Kerlin
Capital discussed the indication of interest with CIF, which confirmed it was
only interested in acquiring a controlling interest in Edelbrock and accordingly
renounced its indication of interest and declined to engage in discussions
regarding an acquisition of a minority position. We have revised the Preliminary
Proxy Statement to clarify this chain of events. See page 28 of the Revised
Preliminary Proxy.

        COMMENT 5. Based on CIF's intention to withdraw its indication of
interest when it learned of Mr. Edelbrock's refusal to sell his shares, explain
why the special committee even considered that CIF had not performed any due
diligence inquiry or other procedures relating to Edelbrock. For example,
disclose, if true, that the special committee would have been required to
withdraw its recommendation had it learned CIF performed due diligence or that
CIF's offer was firm or fully financed.

        Response: Under the terms of the merger agreement, the special committee
can change its recommendation of the merger, which will cause the merger
agreement to terminate in certain circumstances, including if such
recommendation is made following receipt of a superior proposal (as defined in
the merger agreement). In order for an acquisition proposal (as defined in the
merger agreement) to constitute a superior proposal, it must be a bona fide
proposal. In this situation, CIF's indication of interest was determined not to
be a bona fide offer by the special committee. First, there was no firm price,
which the special committee viewed as an essential element of a bona fide offer.
The CIF letter had indicated that it was a mere "starting point for discussions"
and that "any final price will need to be adjusted based on current market
conditions and thorough underwriting [sic] of" Edelbrock. The fact that CIF had
not performed any due diligence or otherwise had meaningful contact with the
management of Edelbrock confirmed the special committee's view that there was no
assurance that the price adjustment

<PAGE>

                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 10, 2004
Page 4

mentioned in CIF's letter would be insignificant. Second, the CIF indication of
interest was explicitly made conditional on an impossibility -- that an
acquisition of Edelbrock was "reasonably likely to be consummated" on those
contingent terms set forth in the letter at a time when the initial filing of
the proxy statement had already made public the fact that Mr. Edelbrock was not
interested in selling his shares. We have revised the Preliminary Proxy
Statement on page 28 to more fully reflect the special committee's views on
these points.

        In response to the Staff's comment, under certain circumstances the
special committee's fiduciary duties might require it to change its
recommendation. These circumstances are in part reflected in the terms of the
merger agreement. However, the special committee has not considered any
circumstances other than those presented to it and therefore is not in a
position to theorize on other possible factual circumstances that might arise.

        COMMENT 6. Explain the efficacy of the special committee's authority to
effectively terminate the merger given Mr. Edelbrock's power to reject all
offers, regardless of the terms of consideration offered by interested third
party offerors.

        Response: The special committee's ability to change its recommendation,
which will cause the merger agreement to terminate, is not dependent upon Mr.
Edelbrock's willingness to accept an alternative offer. For example, if a
superior proposal (as defined in the merger agreement) open to the acquisition
of less than a majority of Edelbrock's outstanding shares was received by
Edelbrock, the special committee could determine that its fiduciary duties
required it to change its recommendation.

        COMMENT 7. Advise us, with a view toward corrective disclosure, why the
special committee has not been identified as a filing person on Schedule 13E-3
given its authorization to terminate the merger agreement.

        Response: The members of the special committee have not been identified
as filing persons because to be required to file they would have to constitute,
individually or collectively, an "affiliate engaging in a Rule 13e-3
transaction" under Rule 13e-3 (d) and (e). In fact, the members of the special
committee are demonstrably not affiliates of Edelbrock, and they are not
engaging in the Rule 13e-3 transaction. We will address each of these points in
turn.

        A. The Special Committee Is Not An "Affiliate" Of The Company.

        Before considering the members of the special committee, we need to
carefully delineate the difference between the committee and its members. The
comment inquires as to why the "special committee" has not been identified as a
filing person. An "affiliate" of an issuer as the term is defined in Rule 13e-3
(a)(1) is, first and foremost, a "person". The special committee is

<PAGE>

                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 10, 2004
Page 5

not a legal person or entity. It was established by and its powers are delegated
from Edelbrock's board of directors pursuant to Section 141 of the Delaware
General Corporation Law. Under general corporate law, the special committee and
the board of directors are the legally established organs through which the
company acts. Given the long standing existence of this jurisprudence as the
context in which Rule 13e-3 was adopted by the Commission and in the absence of
some express determination to the contrary, there is no basis for treating a
board of directors (or a special committee of the board of directors) as an
entity separate from the company when taking action on the company's behalf and
consistent with the directors' fiduciary duties prescribed by the state law.

        Turning to the question whether the three special committee members as
individuals should be filing persons, the question under Rule 13e-3 (a)(1) is
whether any of these individuals can be deemed to "control" Edelbrock. In this
regard, the three members of the special committee are independent of each other
as well as independent of and unaffiliated with Edelbrock and/or its sole
controlling person, Mr. Edelbrock. This was the criterion by which they were
qualified to serve as special committee members. Moreover, the members of the
special committee do not constitute a "group" under the applicable securities
laws and related interpretations. A group, by definition, is composed of persons
who "act together for the purpose of acquiring, holding, voting or disposing of
equity securities of an issuer" under Rule 13d-5. There is no such agreement,
arrangement or understanding among or between any of the members of the special
committee. Further, the special committee members will not own any equity
interest in the surviving company following the merger, and their aggregate
equity interest in the company is presently less than 0.3%. If viewed correctly
as individual members, no member of this three-person special committee has the
power to control any decision under the merger agreement or other decision or
action made by Edelbrock. Therefore, none of the special committee members is an
affiliate.

        Exploring the implications of viewing the special committee as a
"person" illustrates the problems presented by viewing the special committee as
an entity independent of its members. For example, if a board of directors
(which concededly controls a corporation if viewed as an independent entity) has
members that have collectively acquired more than 5% of a public company's
stock -- which would apply to a sizeable portion of public company boards -- it
would be required to file a Schedule 13D. Further, we believe that an
interpretation that would would require the special committee members to be
filing persons in the Edelbrock transaction necessarily implies that in every
going-private transaction as to which the board of directors retains the power
to control the company's actions with respect to the transaction the board would
be required to be party to the Schedule 13E-3.

        In fact, the case for having the board of directors of companies engaged
in Rule 13e-3 transactions file Schedules 13E-3 would be stronger than for
aspecial committee of this same

<PAGE>

                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 10, 2004
Page 6

board established as a result of the transaction for two reasons. First, a board
of directors is likely to include members of executive management and
shareholder representatives who are deemed to engage in the Rule 13e-3
transaction as a result of the economic benefits they will receive from the
transaction, whereas special committee members are selected specifically for the
absence of any such conflicting interest. Second, if a board of directors is
viewed (we believe incorrectly) as an entity, given its statutory responsibility
for conducting the business and operations of the company under state law, there
is a stronger argument to deem a board of directors an affiliate of the company
than a special committee, which has only limited powers delegated by the board
of directors. The special committee of Edelbrock has only one decision to make
under restricted circumstances specifically delegated by the board of directors
where the principal consequences that may follow are those of predetermined
contractual terms. This d