SecProbe.io

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                             [JONES DAY LETTERHEAD]

002371:ale 2163351
025090-060006

                                November 29, 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. 4 TO SCHEDULE 13E-3      REVISED PRELIMINARY PROXY ON SCHEDULE 14A
FILED NOVEMBER 10, 2004                FILED NOVEMBER 10, 2004
FILE NO. 5-53153                       FILE NO. 0-24802

FORM 10-Q FOR THE PERIOD ENDED
SEPTEMBER 25, 2004
FILED NOVEMBER 9, 2004

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 18, 2004, we are electronically
transmitting conformed copies of Edelbrock's Definitive Proxy Statement (the
"Definitive Proxy Statement") and Amendment No. 5 to the Schedule 13E-3 (the
"Amended Schedule 13E-3"). On November 19, 2004, Edelbrock filed an Amended
Quarterly Report on Form 10-Q for the fiscal quarter ended September 25, 2004
also in response to the Staff's comments. We will send one clean copy and
three hard copies marked to show changes from the Preliminary Proxy Statement
and Amendment No. 4 to the Schedule 13E-3 filed with the SEC on November 10,
2004. For your convenience, the text of the Staff's comments has been included
in this letter.

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                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 29, 2004
Page 2

FORM 10-Q FILED NOVEMBER 9, 2004 FOR THE PERIOD ENDED SEPTEMBER 25, 2004

CONTROLS AND PROCEDURES, PAGE 17

        COMMENT 1. Based on their evaluation, Messrs. Edelbrock and Feles must
provide a conclusion regarding the effectiveness of Edelbrock's disclosure
controls and procedures as defined in Rule 15d-15(e) of the Securities Exchange
Act of 1934. It is inappropriate to conclude that the disclosure and controls
are suitable and effective for the Company, taking into consideration the size
and nature of the Company's business and operations. Please revise as necessary.

        Response: In response to the Staff's comment, the Company amended its
Quarterly Report on Form 10-Q for the period ending September 25, 2004 on
November 19th to amend Part I, Item. 4 in its entirety.

PRELIMINARY PROXY MATERIALS

SPECIAL FACTORS, PAGE 19

        COMMENT 2. Please revise the disclosure to explain the specific factors
contemplated by the merger agreement and those factors that are within the
discretion of the special committee in determining whether an offer qualifies as
an indication of interest or a "bona fide proposal."

        Response: In response to the Staff's comment, the following paragraph
will replace in the Definitive Proxy Statement what is presently the final
paragraph preceding the heading "Purpose of the Merger" beginning on page 28 of
the preliminary proxy statement filed November 10th:

        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 Edelbrock or had any meaningful contact with Edelbrock's
        management. The special committee also considered the fact that CIF's
        interest was conditioned on acquiring a controlling interest in
        Edelbrock, which could not be achieved given Mr. Edelbrock's expressed
        disinterest in a sale of those shares he owned and/or controlled, and
        the

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                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 29, 2004
Page 3

        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. We note your response to our prior comment no. 9, but have
the following comment. Please advise us why the special committee did not
consider Mr. Edelbrock's refusal to sell his shares a breach of his fiduciary
duties.

        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, 845 (Del. 1987) (holding that stockholders in Delaware
corporations have a right to control and vote their shares in their own
interest, even if based on personal profit, or determined by whim or caprice,
and explaining that a majority stockholder is under no duty to sell its
holdings, merely because the sale would profit the minority). 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) (explaining that directors have an
obligation to report an expression of interest, but are not obligated to approve
a sale of their stock). 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 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, 525 A.2d at 845. 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 and/or
controlled to a third party. Regardless of what views may be as to the merits of
Delaware law on these matters,

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                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 29, 2004
Page 4

Mr. Edelbrock's actions were in accordance with applicable 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.

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 comment, are clear and distinguishable form the text of
earlier submissions. See Rule 310 of Regulation S-T. In addition, please furnish
a cover letter that keys your responses to our comments and provide any
supplemental information we requested. This comment letter should be filed on
EDGAR as correspondence. If you believe complying with a comment is not
appropriate, tell us why in your letter. You should be aware that we might have
additional comments based on your responses.

        Please direct any questions regarding the accounting comments to Beverly
Singleton, Staff Accountant, at (202) 942-1912, or in her absence, to Linda
Cvrkel, Review Accountant, at (202) 942-1936. For questions on other comments,
please contact Johanna Vega Losert, Attorney-Advisor, at (202) 942-2931. You may
also reach me at (202) 942-2920.

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                                                                       JONES DAY

Nicholas Panos, Esq. - Special Counsel
Johanna Vega Losert, Esq. - Attorney-Advisor
November 29, 2004
Page 5

        Response: The Definitive Proxy Statement, Amended Schedule 13E-3 and the
Company's Quarterly Report on Form 10-Q for the period ended September 25, 2004
reflect revisions in response to the Staff's comments. If you have any questions
regarding the revised filings, please do not hesitate to contact me at (213)
243-2521, or by facsimile at (213) 243-2539.

                                               Sincerely,

                                               /s/ ESME C. SMITH
                                               ---------------------------------
                                               Esme C. Smith

cc:     Mr. Jeffrey L. Thompson
        Mr. Aristedes T. Feles
        Mr. William K. Doyle
        Mr. Benjamin C. Sexton
        Mr. Craig L. Lawson
        Robert T. Clarkson, Esq.
        Sean M. McAvoy, Esq.
        John W. Edwards, II, Esq.
        David A. Hatch, Esq.
        Samuel A. Nolen, Esq.
        Marc L. Brown, Esq.
        Michael V. Gisser, Esq.
        John R. Light, Esq.
        Ann H. Woo, Esq.

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