Exhibit 10(e)

                           WESTERBEKE CORPORATION
                           1996 STOCK OPTION PLAN


      Purposes of Plan.  The purposes of the Plan, which shall be known as 
the Westerbeke Corporation 1996 Stock Option Plan and is hereinafter 
referred to as the "Plan", are (i) to provide incentives for key employees, 
directors, consultants and other individuals providing services to 
Westerbeke Corporation (the "Company") and its subsidiary corporations 
(within the meaning of Section 424(f) of the Internal Revenue Code of 1986, 
as amended (the "Code"), and referred to herein as "Subsidiary") by 
encouraging their ownership of the common stock, $.01 par value, of the 
Company (the "Stock") and (ii) to aid the Company in retaining such key 
employees, directors, consultants and other individuals upon whose efforts 
the Company's success and future growth depends, and attracting other such 
employees, directors, consultants and other individuals.

      Administration.  The Plan shall be administered by the Stock Option 
Committee (the "Committee") of the Board of Directors, as hereinafter 
provided.  For purposes of administration, the Committee, subject to the 
terms of the Plan, shall have plenary authority to establish such rules and 
regulations, to make such determinations and interpretations, and to take 
such other administrative actions as it deems necessary or advisable.  All 
determinations and interpretations made by the Committee shall be final, 
conclusive and binding on all persons, including optionees and their legal 
representatives and beneficiaries.

      The Committee shall be appointed from time to time by the Board of 
Directors and shall consist of not fewer than three of its members.  Unless 
otherwise determined by the Board of Directors, no member of the Board of 
Directors who serves on the Committee shall be eligible to participate in 
the Plan.  The Board of Directors shall designate one of the members of the 
Committee as its Chairman.  The Committee shall hold its meetings at such 
times and places as it may determine.  A majority of its members shall 
constitute a quorum.  All determinations of the Committee shall be made by a 
majority of its members.  Any decision or determination reduced to writing 
and signed by all members shall be as effective as if it had been made by a 
majority vote at a meeting duly called and held.  The Committee may appoint 
a secretary (who need not be a member of the Committee).  No member of the 
Committee shall be liable for any act or omission with respect to his 
service on the Committee, if he acts in good faith and in a manner he 
reasonably believes to be in or not opposed to the best interests of the 
Company.

      Stock Available for Options.  There shall be available for options 
under the Plan a total of 150,000 shares of Stock, subject to any 
adjustments which may be made pursuant to Section 5(f) hereof.  Shares of 
Stock used for purposes of the Plan may be either authorized and unissued 
shares, or previously issued shares held in the treasury of the Company, or 
both.  Shares of Stock covered by options which have terminated or expired 
prior to exercise shall be available for further options hereunder.  The 
maximum number of shares of Stock which may be subject to options granted to 
any individual in any two-year period shall not exceed 100,000 shares, 
subject to any adjustments which may be made pursuant to Section 5(f) 
hereof.

      Eligibility.  Options under the Plan may be granted to key employees 
of the Company or any Subsidiary, including officers or directors of the 
Company or any Subsidiary, and to directors, consultants and other 
individuals providing services to the Company or any Subsidiary.  Options 
may be granted to eligible individuals whether or not they hold or have held 
options previously granted under the Plan or otherwise granted or assumed by 
the Company.  In selecting individuals for options, the Committee may take 
into consideration any factors it may deem relevant, including its estimate 
of the individual's present and potential contributions to the success of 
the Company and its Subsidiaries.  Service as a director, officer or 
consultant of or to the Company or any Subsidiary shall be considered 
employment for purposes of the Plan (and the period of such service shall be 
considered the period of employment for purposes of Section 5(d) of the 
Plan); provided, however, that incentive stock options may be granted under 
the Plan only to an individual who is an "employee", as such term is used in 
Section 422 of the Code, of the Company or any Subsidiary.

      Terms and Conditions of Options.  The Committee shall, in its 
discretion, prescribe the terms and conditions of the options to be granted 
hereunder, which terms and conditions need not be the same in each case, 
subject to the following:

      Option Price.  The price at which each share of Stock covered by an 
option granted under the Plan may be purchased shall be determined by the 
Committee and shall not be less than the market value per share of Stock on 
the date of grant of the option.  The date of grant of an option shall be 
the date specified by the Committee in its grant of the option.

      Option Period.  The period for exercise of an option shall in no event 
be more than ten years from the date of grant, or in the case of any option 
intended to be an incentive stock option granted to an individual owning, on 
the date of grant, stock possessing more than 10% of the total combined 
voting power of all classes of stock of the Company or any Subsidiary, more 
than five years from the date of grant.  Options may, in the discretion of 
the Committee, be made exercisable in installments during the option period.  
Any shares not purchased on any applicable installment date may be purchased 
thereafter at any time before the expiration of the option period.  The 
Committee shall have the authority at any time to accelerate the 
exercisability of all or any portion of any option granted under the Plan.

      Exercise of Options.  In order to exercise an option, the Optionee 
shall deliver to the Company written notice specifying the number of shares 
of Stock to be purchased, together with cash or a certified or bank 
cashier's check payable to the order of the Company in the full amount of 
the purchase price therefor; provided that, for the purpose of assisting an 
Optionee to exercise an option, the Company may make loans to the Optionee 
or guarantee loans made by third parties to the Optionee, on such terms and 
conditions as the Board of Directors may authorize; and provided further 
that such purchase price may be paid in shares of Stock owned by the 
Optionee for a period of at least six months having a market value on the 
date of exercise equal to the aggregate purchase price, or in a combination 
of cash and Stock.  For purposes of this Section 5(c), the market value per 
share of Stock shall be the last sale price regular way on the date of 
reference, or, in case no sale takes place on such date, the average of the 
high bid and low bid prices, in either case on the principal national 
securities exchange on which the Stock is listed or admitted to trading, or 
if the Stock is not listed or admitted to trading on any national securities 
exchange, the last sale price reported on the National Market System of the 
National Association of Securities Dealers Automated Quotation System 
("NASDAQ") on such date, or the average of the closing high bid and low 
asked prices of the Stock in the over-the-counter market reported on NASDAQ 
on such date, whichever is applicable, or if there are no such prices 
reported on NASDAQ on such date, as furnished to the Committee by any New 
York Stock Exchange member selected from time to time by the Committee for 
such purpose.  If there is no bid or asked price reported on any such date, 
the market value shall be determined by the Committee in accordance with the 
regulations promulgated under Section 2031 of the Code, or by any other 
appropriate method selected by the Committee.  If the Optionee so requests, 
shares of Stock purchased upon exercise of an option may be issued in the 
name of the Optionee or another person.  An Optionee shall have none of the 
rights of a stockholder until the shares of Stock are issued to him.  An 
option may not be exercised for less than ten shares of Stock, or the number 
of shares of Stock remaining subject to such option, whichever is smaller.

      Effect of Termination of Employment.  An option may not be exercised 
after the Optionee has ceased to be in the employ of the Company or any 
Subsidiary, except in the following circumstances:

            (i)   If the Optionee's employment is terminated by action of 
      his employer, or by reason of disability or retirement under any 
      retirement plan maintained by the Company or any Subsidiary, the 
      option may be exercised by the Optionee within three months after such 
      termination, but only as to any shares exercisable on the date the 
      Optionee's employment so terminates;

            (ii)   In the event of the death of the Optionee during the 
      three month period after termination of employment covered by (i) 
      above, the person or persons to whom his rights are transferred by 
      will or the laws of descent and distribution shall have a period of 
      one year from the date of his death to exercise any options which were 
      exercisable by the Optionee at the time of his death;

            (iii)   In the event of the death of the Optionee while 
      employed, the option shall thereupon become exercisable in full, and 
      the person or persons to whom the Optionee's rights are transferred by 
      will or the laws of descent and distribution shall have a period of 
      one year from the date of the Optionee's death to exercise such 
      option.  The provisions of the foregoing sentence shall apply to any 
      outstanding options which are incentive stock options to the extent 
      permitted by Section 422(d) of the Code and such outstanding options 
      in excess thereof shall, immediately upon the occurrence of the event 
      described in the preceding sentence, be treated for all purposes of 
      the Plan as nonstatutory stock options and shall be immediately 
      exercisable as such as provided in the foregoing sentence.

Notwithstanding any provision of the Plan to the contrary, the Committee 
shall have the authority to extend the period during which any option may be 
exercised; provided, however, that an option may not be exercised more than 
eighteen (18) months after termination of employment and in no event shall 
any option be exercisable more than ten years from the date of grant 
thereof.  Nothing in the Plan or in any option granted pursuant to the Plan 
(in the absence of an express provision to the contrary) shall confer on any 
individual any right to continue in the employ of the Company or any 
Subsidiary or interfere in any way with the right of the Company to 
terminate his employment at any time.

      Nontransferability of Options.  Except as provided in the next 
sentence, (i) during the lifetime of an Optionee, options held by such 
Optionee shall be exercisable only by him and (ii) no option shall be 
transferable other than by will or the laws of descent and distribution.  
The Committee shall have the authority to make any option transferable in 
whole or in part by the optionee to members of the family of the optionee or 
to trusts for the benefit of, or partnerships or other entities beneficially 
owned by, the optionee or members of his family.

      Adjustments for Change in Stock Subject to Plan.  In the event of a 
reorganization, recapitalization, stock split, stock dividend, combination 
of shares, merger, consolidation, rights offering, extraordinary dividend or 
divestiture (including a spin-off) or any other change in the corporate 
structure or shares of the Company, (i) except as provided in (ii) below, 
the Committee shall make such adjustments, if any, as it deems appropriate 
in the number and kind of shares subject to the Plan, in the number and kind 
of shares covered by outstanding options, or in the option price per share, 
or both and (ii) the Board of Directors of the Company shall make such 
adjustments, if any, as it deems appropriate in the maximum number of shares 
which may be subject to options granted to all directors of the Company and 
in the maximum number of shares which may be subject to options granted to 
each director, in each case pursuant to Section 5(j), in the number and kind 
of shares covered by outstanding options, or in the option price per share, 
or both, with respect to options held by directors of the Company.

      Acceleration of Exercisability of Options Upon Occurrence of Certain 
Events.  In connection with any merger or consolidation in which the Company 
is not the surviving corporation and which results in the holders of the 
outstanding voting securities of the Company (determined immediately prior 
to such merger or consolidation) owning less than a majority of the 
outstanding voting securities of the surviving corporation (determined 
immediately following such merger or consolidation), or any sale or transfer 
by the Company of all or substantially all its assets or any tender offer or 
exchange offer for or the acquisition, directly or indirectly, by any person 
or group of all or a majority of the then outstanding voting securities of 
the Company, all outstanding options under the Plan shall become exercisable 
in full, notwithstanding any other provision of the Plan or of any 
outstanding options granted thereunder, on and after (i) the fifteenth day 
prior to the effective date of such merger, consolidation, sale, transfer or 
acquisition or (ii) the date of commencement of such tender offer or 
exchange offer, as the case may be.  The provisions of the foregoing 
sentence shall apply to any outstanding options which are incentive stock 
options to the extent permitted by Section 422(d) of the Code and such 
outstanding options in excess thereof shall, immediately upon the occurrence 
of the event described in clause (i) or (ii) of the foregoing sentence, be 
treated for all purposes of the plan as nonstatutory stock options and shall 
be immediately exercisable as such as provided in the foregoing sentence.  
Notwithstanding the foregoing, in no event shall any option be exercisable 
after the date of termination of the exercise period of such option 
specified in Sections 5(b), 5(d) and 5(j)(2).

      Registration, Listing and Qualification of Shares of Stock.  Each 
option shall be subject to the requirement that if at any time the Board of 
Directors shall determine that the registration, listing or qualification of 
the shares of Stock covered thereby upon any securities exchange or under 
any federal or state law, or the consent or approval of any governmental 
regulatory body is necessary or desirable as a condition of, or in 
connection with, the granting of such option or the purchase of shares of 
Stock thereunder, no such option may be exercised unless and until such 
registration, listing, qualification, consent or approval shall have been 
effected or obtained free of any conditions not acceptable to the Board of 
Directors.  The Company may require that any person exercising an option 
shall make such representations and agreements and furnish such information 
as it deems appropriate to assure compliance with the foregoing or any other 
applicable legal requirement.

      Other Terms and Conditions.  The Committee may impose such other terms 
and conditions, not inconsistent with the terms hereof, on the grant or 
exercise of options, as it deems advisable.

      Terms and Conditions of Options Granted to Directors.  Notwithstanding 
any provision contained in the Plan to the contrary, during any period when 
any member of the Committee shall not be a "disinterested person" as defined 
in Rule 16b-3 under the Securities Exchange Act of 1934, as such Rule was in 
effect at April 30, 1991, then, the terms and conditions of options granted 
under the Plan to any director of the Company during such period shall be as 
follows:

            (1)   The price at which each share of Stock subject to an 
      option may be purchased shall, subject to any adjustments which may be 
      made pursuant to Section 5(f), in no event be less than the market 
      value per share of Stock on the date of grant, and provided further 
      that in the event the option is intended to be an incentive stock 
      option pursuant to Section 6 and the Optionee owns on the date of 
      grant securities possessing more than 10% of the total combined voting 
      power of all classes of securities of the Company or of any 
      Subsidiary, the price per share shall not be less than 110% of the 
      market value per share of Stock on the date of grant.

            (2)   The option may be exercised to purchase shares of Stock 
      covered by the option not sooner than six months following the date of 
      grant.  The option shall terminate and no shares of Stock may be 
      purchased thereunder more than ten years after the date of grant, 
      provided that if the option is intended to be an incentive stock 
      option pursuant to Section 6 and the Optionee owns on the date of 
      grant stock possessing more than 10% of the total combined voting 
      power of all classes of securities of the Company or of any 
      Subsidiary, the option shall terminate and no shares of Stock may be 
      purchased thereunder more than five years after the date of grant.

            (3)   The maximum number of shares of Stock which may be subject 
      to options granted to all directors pursuant to this Section 5(j) 
      shall be 150,000 shares in the aggregate.  The maximum number of 
      shares of Stock which may be subject to options granted to any 
      director who is an officer or employee of the Company is 100,000.  The 
      maximum number of shares of Stock which may be subject to options 
      granted to any director who is not an officer or employee of the 
      Company shall be 20,000 shares.

      Additional Provisions Applicable to Incentive Stock Options.  The 
Committee may, in its discretion, grant options under the Plan to eligible 
employees which constitute "incentive stock options" within the meaning of 
Section 422 of the Code, provided, however, that (a) the aggregate market 
value of the Stock with respect to which incentive stock options are 
exercisable for the first time by the Optionee during any calendar year 
shall not exceed the limitation set forth in Section 422(d) of the Code, (b) 
if the Optionee owns on the date of grant securities possessing more than 
10% of the total combined voting power of all classes of securities of the 
Company or of any Subsidiary, the price per share shall not be less than 
110% of the market value per share on the date of grant and (c) Section 
5(d)(ii) hereof shall not apply to any incentive stock option.

      Amendment and Termination.  Unless the Plan shall theretofore have 
been terminated as hereinafter provided, the Plan shall terminate on, and no 
option shall be granted hereunder after, December 31, 2005; provided, 
however, that the Board of Directors may at any time prior to that date 
terminate the Plan.  The Board of Directors may at any time amend the Plan 
or the terms of any option outstanding under the Plan; provided, however, 
that, except as contemplated in Section 5(f), the Board of Directors shall 
not, without approval by a majority of the votes cast thereon by the 
stockholders of the Company at a meeting of stockholders at which a proposal 
to amend the Plan is voted upon, (i) increase the maximum number of shares 
of Stock for which options may be granted under the Plan, (ii) amend the 
Plan to change the minimum option price, (iii) amend the Plan to extend the 
period during which options may be granted or exercised, or (iv) except as 
otherwise provided in the Plan, amend the requirements as to the class of 
individuals eligible to receive options.  No termination or amendment of the 
Plan or any option outstanding under the Plan may, without the consent of an 
Optionee, adversely affect the rights of such Optionee under any option held 
by such Optionee.

      Effectiveness of Plan.  The Plan will not be made effective unless 
approved at a meeting of stockholders of the Company duly called and held 
for such purpose by a majority of the votes cast thereon by the stockholders 
of the Company, and no option granted hereunder shall be exercisable prior 
to such approval.

      Withholding.  It shall be a condition to the obligation of the Company 
to issue shares of Stock upon exercise of an option, that the Optionee (or 
any beneficiary or person entitled to act under Section 5(d) hereof) pay to 
the Company, upon its demand, such amount as may be requested by the Company 
for the purpose of satisfying any liability to withhold federal, state or 
local income or other taxes.  If the amount requested is not paid, the 
Company may refuse to issue such shares of Stock.

      Other Actions.  Nothing contained in the Plan shall be construed to 
limit the authority of the Company to exercise its corporate rights and 
powers, including but not by way of limitation, the right of the Company to 
grant or assume options for proper corporate purposes other than under the 
Plan with respect to any employee or other person, firm, corporation or 
association.