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                                                                    EXHIBIT 99.2


Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees


                        Holley Performance Products Inc.

                              Offer to Exchange its
                     12 1/4% Senior Notes Due 2007, Series B
                        Which Have Been Registered Under
                           the Securities Act of 1933
                       For Any and All of its Outstanding
                          12 1/4% Senior Notes Due 2007
                Pursuant to the Prospectus Dated __________, 1999

TO:      BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES:

         Holley Performance Products Inc. ("Holley") is offering to exchange,
upon and subject to the terms and conditions set forth in the enclosed
prospectus, dated __________, 1999 (the "prospectus"), and the enclosed Letter
of Transmittal (the "Letter of Transmittal"), its 12 1/4% Senior Notes due 2007,
Series B, which have been registered under the Securities Act of 1933 (the
"exchange notes"), for any and all of its outstanding 12 1/4% Senior Notes due
2007 (the "outstanding notes"). The exchange offer is being made in order to
satisfy certain of Holley's obligations contained in the Registration Rights
Agreement dated as of September 20, 1999, among Holley, the Guarantors, Goldman,
Sachs & Co., Salomon Smith Barney and CIBC World Markets Corp.

         In connection with the exchange offer, we are requesting that you
contact your clients for whom you hold outstanding notes registered in your name
or in the name of your nominee, or who hold outstanding notes registered in
their own names. Holley, Goldman, Sachs & Co., Salomon Smith Barney and CIBC
World Markets Corp. will not pay any fees or commissions to any broker, dealer
or other person in connection with the solicitation of tenders pursuant to the
exchange offer. However, you will, upon request, be reimbursed for reasonable
out-of-pocket expenses incurred in connection with soliciting acceptances of the
exchange offer. Holley, Goldman, Sachs & Co., Salomon Smith Barney and CIBC
World Markets Corp. will pay or cause to be paid all transfer taxes applicable
to the exchange of outstanding notes pursuant to the exchange offer, except as
set forth in the prospectus and the Letter of Transmittal.

         For your information and for forwarding to your clients, we are
enclosing the following documents:

1.       Prospectus dated _____________, 1999;

2.       A Letter of Transmittal for your use and for the information of your
         clients; and

3.       A form of Notice of Guaranteed Delivery.
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         YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON ___________, 1999 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY HOLLEY (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE
LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE OUTSTANDING
NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE
PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL, AT ANY
TIME PRIOR TO THE EXPIRATION DATE.

         To participate in the exchange offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
exchange agent and certificates representing the outstanding notes should be
delivered to the exchange agent, all in accordance with the instructions set
forth in the prospectus and the Letter of Transmittal.

         If holders of outstanding notes wish to tender, but it is impracticable
for them to forward their certificates for outstanding notes prior to the
expiration of the exchange offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the prospectus and the Letter of
Transmittal.

         Any inquiries you may have with respect to the exchange offer, or
requests for additional copies of the enclosed materials, should be directed to
the exchange agent for the outstanding notes, at its address and telephone
number set forth on the front of the Letter of Transmittal.

                                             Very truly yours,


                                             Holley Performance Products Inc.


         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF HOLLEY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER
OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.



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