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15. Extent and Nature of Circulation:
  Average No. No. Copies
  Copies Each of Single
  Issue Issue
  During Published
  Preceding Nearest to
12 Months Filing Date

a. Total No.Copies (Net press run) 446,245 444,493
b. Paid and/or Requested circulation:
(1) Paid/Requested
Outside-County Mail
Subscriptions Stated
on Form 3541:
288,823 289,580
  (2) Paid In-County
Subscriptions Stated
on Form 3541
0 0
  (3) Sales Through
Dealers and Carriers,
Street Vendors,
Counter Sales, and
Other Non-USPS
Paid Distribution:
42,002 42,250
  (4) Other Classes Mailed
Through the USPS
0 0
c. Total Paid and/or
Requested Circulation
330,825 331,830
d. Free Distribution by Mail
(1) Outside-County
as Stated on Form 3541
345 239
  (2) In-County as Stated
on Form 3541
0 0
  (3) Other Classes Mailed
Through the USPS
0 0
e. Free Distribution
Outside the Mail
302 70
f. Total Free Distribution 647 309
g. Total Distribution 331,472 332,139
h. Copies not Distributed 114,774 112,354
I. Total 446,245 444,493
j Percent Paid and/or
Requested Circulation
99.8% 99.9%

16. Publication of Statement of Ownership: n Publication required. Will be printed in the December '04 issue of this publication. q Publication not required.

17. Signature and Title of Editor, Publisher, Business Manager, or Owner Date:10/01/04Senior Vice President, CFO: Kevin Neary

I certify that all information furnished on this form is true and complete. I understand that anyone who furnishes false or misleading information on this form or who omits material or information requested on the form may be subject to criminal sanctions (including fines and imprisonment) and/or civil sanctions (including civil penalties).

Master Power Brakes
254-1 Rolling Hills Rd.
NC  28117
Professional Products
Speedway Motors
P.O. Box 81906
NE  68501
Total Performance
10039 Prospect Ave.
CA  92071
Ford Racing & Performance Products SLP Performance Parts
1501 Industrial Way North
Toms River
NJ  08755
MAC Performance Products
43214 Blackdeer Loop
Nunzi's Automotive
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