SecProbe.io

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JONES                                                     FACSIMILE TRANSMISSION
DAY                  555 West Fifth Street, Suite 4600 - Los Angeles, California
                                                     90013-1025 - (213) 489-3939
                                                       Facsimile: (213) 243-2539
                                                            ecsmith@jonesday.com

                                                      NOVEMBER 18, 2004

Please hand deliver the following facsimile to:

Name: MS. JOHANNA VEGA LOSERT           Facsimile No.: (202) 942-9527

Company: SECURITIES AND EXCHANGE        Number of pages (including this page):
         COMMISSION

Telephone No.: (202) 942-2931           From: ESME SMITH

                                        Title: ATTORNEY

Send Copies To:                         Direct Telephone No.: (213) 243-2521

                                        JP No.:

[ ] COPIES DISTRIBUTED ___________      CAM No.: 025090-060006
                        Operator's
                         initials

Re:

NOTICE: This communication is intended to be confidential to the person to whom
it is addressed, and it is subject to copyright protection. If you are not the
intended recipient or the agent of the intended recipient or if you are unable
to deliver this communication to the intended recipient, please do not read,
copy or use this communication or show it to any other person, but notify the
sender immediately by telephone at the direct telephone number noted above.

MESSAGE: PER OUR DISCUSSION. PLEASE CALL ME (213.243.2521), OR SEAN MCAVOY
(650.739.3917) AT YOUR EARLIEST CONVENIENCE TO DISCUSS THE ATTACHED. THANKS.

Please call us immediately if the facsimile you receive is incomplete or
illegible. Please ask for the facsimile operator.
LAI-2163485v1

     ATLANTA - BEIJING - BRUSSELS - CHICAGO - CLEVELAND - COLUMBUS - DALLAS
    FRANKFURT - HONG KONG - HOUSTON - IRVINE - LONDON - LOS ANGELES - MADRID
MENLO PARK - MILAN - MOSCOW - MUNICH - NEW DELHI - NEW YORK - PARIS - PITTSBURGH
   SAN DIEGO - SAN FRANCISCO - SHANGHAI - SINGAPORE - SYDNEY - TAIPEI - TOKYO
                                   WASHINGTON
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                                                                    CONFIDENTIAL

Proposed responses to comment letter dated November 18,2004 re Edelbrock
Corporation:

Comment 1

      Response: In response to the Staff's comment, the Company will be filing
an amendment to the Company's Quarterly Report on Form 10-Q for the period
ending September 25,2004, which will amend Part I, Item. 4 in its entirety. For
the Staff`s convenience, the relevant text is set forth below:

      The Company's President, Chief Executive Officer, and Chairman of the
      Board, 0.Victor Edelbrock, and the Company's Vice-president of Finance and
      Chief Financial Officer, Aristedes T. Feles, evaluated the Company's
      disclosure controls and procedures as of September 25,2004. 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 in
      the rules and forms of the Commission and that the information is
      accumulated and communicated to the Company's management, including
      Messrs. Edelbrock and Feles on a timely basis.

      As required by Rule 15d-l5, promulgated by the Commission under the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
      Company has carried out an evaluation, under the supervision and with the
      participation of management, including the Company's Chief Executive
      Officer and Chief Financial Officer, of the effectiveness of the design
      and operation of the Company's disclosure controls and procedures as of
      the end of the fiscal quarter ended September 25,2004 covered by this
      report. Based on the foregoing, the Company's Chief Executive Officer and
      Chief Financial Officer concluded that the Company's disclosure controls
      and procedures are effective to provide reasonable assurance that
      information required to be disclosed in the reports that the Company's
      files or submits under the Exchange Act is recorded, processed,
      summarized, and reported within the time periods specified in the
      Commission's rules and forms. Subsequent to the date of such evaluation,
      there has been no change in the Company's internal controls over financial
      reporting that occurred during the period covered by this report that has
      materially affected, or are reasonably likely to materially affect, the
      Company's internal controls over financial reporting.

Comment 2

      Response: In response to the Staff's comment, the following paragraph will
replace what is presently the final paragraph preceding the heading "Purpose of
the Merger" beginning on page 28 of the revised preliminary proxy statement
filed November 1Oth:
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      Under the merger agreement, the special committee may engage in
      discussions relating to a bona fide acquisition proposal from a third
      party that constitutes, or is reasonably likely to result in, a superior
      proposal to the proposed transaction. The special committee accordingly
      considered whether the CIF indication of interest constituted a bona fide
      acquisition proposal. In this regard, the special committee considered the
      background of the CIF indication of interest, including the lack of
      certainty regarding price, the associated stated contingencies and the
      fact that CIF had not engaged in any due diligence with respect to the
      Company or had any meaningful contact with the Company's management. The
      special committee also considered the fact that CIF's interest was
      conditioned on acquiring a controlling interest in the Company, which
      could not be achieved given Mr. Edelbrock's expressed disinterest in a
      sale of those shares he owned and/or controlled, and the fact that CIF's
      indication of interest had effectively been withdrawn. Taking all these
      factors into consideration, the special committee concluded that CIF had
      not made a bona fide acquisition proposal, and that on that basis there
      was no reason to consider CIF's indication of interest further. 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 the special committee's
      conclusions and recommendations regarding the merger agreement and the
      transactions contemplated by it. The special committee directed Kerlin
      Capital to send a letter to CIF confirming their discussions and
      Confirming that CIF had withdrawn its indication of interest. Kerlin
      Capital transmitted this letter on October 18, 2004.

Comment 3

      Response: The special committee did not believe Mr. Edelbrock's position
that he was not a seller with respect to the shares in Edelbrock he owned and/or
controlled conflicted with Mr. Edelbrock's fiduciary duties as a director or
majority stockholder to Edelbrock or Edelbrock's unaffiliated public
stockholders because Mr. Edelbrock's actions were in accordance with applicable
Delaware law. Under Delaware law, Mr. Edelbrock, despite being both a director
and majority stockholder, had the right, acting as a stockholder, to base any
decision whether or not to consider a sale of the Edelbrock shares he owned
and/or controlled, on personal interests. Bershad v. Curtis-Wright Corporation,
535 A.2d 840 (Del. 1987). As a director, Mr. Edelbrock had an obligation to
disclose any expression of interest -- such as the CIF expression of interest --
to the special committee that was negotiating on behalf of Edelbrock's
unaffiliated public stockholders and to remove himself from any further
discussions of such matters. Thorpe by Castleman v. CERBCO, Inc., 676 A.2d
436,442-444 (Del. 1996). However, under applicable Delaware law, the receipt of
a third party expression of interest -- in this instance the CIF expression of
interest -- did not alter Mr. Edelbrock's right as a majority stockholder -- a
right he enjoyed under Delaware law despite being a director -- to

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continue to refuse to consider a sale of the shares he owned and/or controlled
based on personal interests alone. ID. at 444; See also Bershad. By extension,
neither Mr. Edelbrock's status as a director nor as a majority stockholder
required or obligated him to sell the shares he owned andor controlled to a
third party. Regardless of what views may be as to the merits of Delaware law on
these matters, Mr. Edelbrock's actions were in accordance with that law and with
the fiduciary duties he owed to the Company and the unaffiliated public
stockholders both as a director and as a majority stockholder.

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