Edelbrock Corp. - Schedule 13G, Amendment No. 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No.1)
EDELBROCK CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

279 434 104

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]    Rule 13d-1(b)
[   ]    Rule 13d-1(c)
[X]    Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see The Notes).

Page 1 of 9



CUSIP No. 279434104	13G	Page 2 of 9



	NAME OF REPORTING PERSON
1	S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON (ENTITIES ONLY)

	O. Victor Edelbrock, Jr.

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2				(a) [ ]

				(b) [ ]

	SEC USE ONLY
3


	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	United States

			SOLE VOTING POWER
		5
			1,945,679

			SHARED VOTING POWER
NUMBER OF SHARES		6
BENEFICIALLY			860,557
OWNED BY EACH
REPORTING PERSON			SOLE DISPOSITIVE POWER
WITH		7
			1,945,679

			SHARED DISPOSITIVE POWER
		8
			860,557

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	2,806,236⁽¹⁾

	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
10


	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	51.4%

	TYPE OF REPORTING PERSON
12
	IN

⁽¹⁾ Includes 860,557 shares owned by the Vic and Nancy Edelbrock Inter Vivos Trust, 700,282 shares owned by the Vic Edelbrock, Sr. Will Marital Deduction Fund, 618,750 shares owned by the Vic Edelbrock, Sr. Will Residuary Fund, 73,521 shares owned by the Sean Michael Robb Trust, 73,521 shares owned by the Alexander Edelbrock Wilson Trust, 73,521 shares owned by the Courtney Isom Trust, 43,510 shares owned by the Carey Edelbrock Robb Trust, 43,521 shares owned by the Cathleen Edelbrock Trust, 73,510 shares owned by the Christina Edelbrock Trust, 16,959 shares owned by the Troy Frederick Robb Trust, 16,959 shares owned by the Grant Douglas Robb Trust, 16,959 shares owned by the Brooke Elizabeth Robb Trust, 16,959 shares owned by the Kyle Patrick Robb Trust, and 332 shares attributable to Nancy Edelbrock’s beneficial interest in the Issuer’s 401(k) Retirement Plan. Mr. Edelbrock is the sole trustee of the above trusts, except for the Inter Vivos Trust, of which he is co-trustee with Nancy Edelbrock. Also includes 177,375 shares attributable to Mr. Edelbrock’s beneficial interest in the Issuer’s 401(k) Retirement Plan.



CUSIP No. 279434104	13G	Page 3 of 9



	NAME OF REPORTING PERSON
1	S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON (ENTITIES ONLY)

	Nancy Edelbrock

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2				(a) [ ]

				(b) [ ]

	SEC USE ONLY
3


	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	United States

			SOLE VOTING POWER
		5
			332

			SHARED VOTING POWER
NUMBER OF SHARES		6
BENEFICIALLY			860,557
OWNED BY EACH
REPORTING PERSON			SOLE DISPOSITIVE POWER
WITH		7
			332

			SHARED DISPOSITIVE POWER
		8
			860,557

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	2,806,236⁽²⁾

	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
10


	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	51.4%

	TYPE OF REPORTING PERSON
12
	IN

⁽²⁾ Includes 860,557 shares owned by the Vic and Nancy Edelbrock Inter Vivos Trust, 700,282 shares owned by the Vic Edelbrock, Sr. Will Marital Deduction Fund, 618,750 shares owned by the Vic Edelbrock, Sr. Will Residuary Fund, 73,521 shares owned by the Sean Michael Robb Trust, 73,521 shares owned by the Alexander Edelbrock Wilson Trust, 73,521 shares owned by the Courtney Isom Trust, 43,510 shares owned by the Carey Edelbrock Robb Trust, 43,521 shares owned by the Cathleen Edelbrock Trust, 73,510 shares owned by the shares owned by the Christina Edelbrock Trust, 16,959 shares owned by the Troy Frederick Robb Trust, 16,959 shares owned by the Grant Douglas Robb Trust, 16,959 shares owned by the Brooke Elizabeth Robb Trust, 16,959 shares owned by the Kyle Patrick Robb Trust, and 177,375 shares attributable to O. Victor Edelbrock’s beneficial interest in the Issuer’s 401(k) Retirement Plan. Ms. Edelbrock is Mr. Edelbrock’s spouse, and she disclaims beneficial ownership of the above shares except for the shares held in the Inter Vivos Trust, of which she is co-trustee with Mr. Edelbrock. Mr. Edelbrock is the sole trustee of the other trusts. Also includes 332 shares attributable to Ms. Edelbrock’s beneficial interest in the Issuer’s 401(k) Retirement Plan.



CUSIP No. 279434104	13G	Page 4 of 9



	NAME OF REPORTING PERSON
1	S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON (ENTITIES ONLY)

	The Vic and Nancy Edelbrock Inter Vivos Trust dated Dec. 19, 1980

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2				(a) [ ]

				(b) [ ]

	SEC USE ONLY
3


	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	California

			SOLE VOTING POWER
		5
			860,557

			SHARED VOTING POWER
NUMBER OF SHARES		6
BENEFICIALLY			- 0 -
OWNED BY EACH
REPORTING PERSON			SOLE DISPOSITIVE POWER
WITH		7
			860,557

			SHARED DISPOSITIVE POWER
		8
			- 0 -

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	860,557

	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
10


	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	15.8%

	TYPE OF REPORTING PERSON
12
	OO



CUSIP No. 279434104	13G	Page 5 of 9



	NAME OF REPORTING PERSON
1	S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON (ENTITIES ONLY)

	The Vic Edelbrock, Sr. Will Marital Deduction Fund

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2				(a) [ ]

				(b) [ ]

	SEC USE ONLY
3


	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	California

			SOLE VOTING POWER
		5
			700,282

			SHARED VOTING POWER
NUMBER OF SHARES		6
BENEFICIALLY			- 0 -
OWNED BY EACH
REPORTING PERSON			SOLE DISPOSITIVE POWER
WITH		7
			700,282

			SHARED DISPOSITIVE POWER
		8
			- 0 -

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	700,282

	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
10


	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	12.8%

	TYPE OF REPORTING PERSON
12
	OO



CUSIP No. 279434104	13G	Page 6 of 9



	NAME OF REPORTING PERSON
1	S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON (ENTITIES ONLY)

	The Vic Edelbrock, Sr. Will Residuary Fund

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2				(a) [ ]

				(b) [ ]

	SEC USE ONLY
3


	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	California

			SOLE VOTING POWER
		5
			618,750

			SHARED VOTING POWER
NUMBER OF SHARES		6
BENEFICIALLY			- 0 -
OWNED BY EACH
REPORTING PERSON			SOLE DISPOSITIVE POWER
WITH		7
			618,750

			SHARED DISPOSITIVE POWER
		8
			- 0 -

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	618,750

	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
10


	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	11.3%

	TYPE OF REPORTING PERSON
12
	OO



CUSIP No. 279434104	13G	Page 7 of 9


Item 1.	(a)	Name of Issuer:
		Edelbrock Corporation

	(b)	Address of Issuer’s Principal Executive Offices:
		2700 California Street
		Torrance, CA 90503

Item 2.	(a)	Name of Persons Filing:
		O. Victor Edelbrock, Jr.
		Nancy Edelbrock
		The Vic and Nancy Edelbrock Inter Vivos Trust dated December 19, 1980
		The Vic Edelbrock, Sr. Will Marital Deduction Fund
		The Vic Edelbrock, Sr. Will Residuary Fund

	(b)	Address of Principal Business Office or, if none, Residence:
		2700 California Street
		Torrance, CA 90503

	(c)	Citizenship:
		United States

	(d)	Title of Class of Securities:
		Common Stock

	(e)	CUSIP Number:
		279434104

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);,
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


		(a)		Amount beneficially owned:

				See Item 9 of cover pages.

		(b)		Percent of class:

				See Item 11 of cover pages.



CUSIP No. 279434104	13G	Page 8 of 9


	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote See Item 5 of cover page.

		(ii)	Shared power to vote or to direct the vote See Item 6 of cover page.

		(iii)	Sole power to dispose or to direct the disposition of See Item 7 of cover page.

		(iv)	Shared power to dispose or to direct the disposition of See Item 8 of cover page.

Item 5.	Ownership of Five Percent or Less of a Class

	N/A

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	N/A

Item 8.	Identification and Classification of Members of the Group

	N/A

Item 9.	Notice of Dissolution of Group

	N/A

Item 10.	Certification.

	N/A



CUSIP No. 279434104	13G	Page 9 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


				February 6, 2004 Date

				\s\ O. VICTOR EDELBROCK, JR. O. VICTOR EDELBROCK, JR.

				\s\ NANCY EDELBROCK NANCY EDELBROCK

				THE VIC AND NANCY EDELBROCK INTER VIVOS TRUST DATED 12/19/80

		By:		\s\ O. VICTOR EDELBROCK, JR. O. VICTOR EDELBROCK, JR. TRUSTEE

				\s\ NANCY EDELBROCK NANCY EDELBROCK TRUSTEE

				THE VIC EDELBROCK, SR. WILL MARITAL DEDUCTION FUND

		By:		\s\ O. VICTOR EDELBROCK, JR. O. VICTOR EDELBROCK, JR. TRUSTEE

				THE VIC EDELBROCK, SR. WILL RESIDUARY FUND

		By:		\s\ O. VICTOR EDELBROCK, JR. O. VICTOR EDELBROCK, JR. TRUSTEE