Exhibit 10(m)

TIME NOTE - GRID - FLUCTUATING INTEREST


$3,000,000.00                          March 29, 1996
                                       Boston, Massachusetts

      On March 31, 1997, for value received, Westerbeke Corporation (the 
"Borrower") promises to pay to the order of STATE STREET BANK AND TRUST 
COMPANY ("Bank") at the office of Bank located at 225 Franklin Street, 
Boston, Massachusetts 02110, or such other place as the holder hereof shall 
designate, Three Million DOLLARS or, if less, the aggregate unpaid principal 
amount of all loans made by the Bank to the Borrower, together with interest 
on unpaid balances payable monthly in arrears on the first day of each 
calendar month and on the due date hereof, at a fluctuating interest rate 
per annum equal to

Zero% above Bank's Prime Rate in effect from time to time.  Each change in 
such interest rate shall take effect simultaneously with the corresponding 
change in  such Prime Rate.  "Prime Rate" shall mean the rate of interest 
announced by Bank in Boston from time to time as its "Prime Rate".  Interest 
shall be calculated on the basis of actual days elapsed and a 360-day year.  
If this note is not paid in full on the due date, whether as stated or by 
acceleration, interest on unpaid balances shall thereafter be payable on 
demand at a fluctuating interest rate per annum equal to 4% above the Prime 
Rate in effect from time to time.

      All loans hereunder and all payments on account of principal and 
interest hereof shall be recorded by the Bank and prior to any transfer 
hereof, endorsed on the grid on the reverse hereof which is part of this 
note.  The entries on the records of the Bank (including any appearing on 
this note) shall be prima facie evidence of amounts outstanding hereunder.

      This note shall, at the option of the holder, become immediately due 
and payable without notice or demand upon the occurrence of any of the 
following events:

      (a)   Failure to make any payment of interest when due;

      (b)   Failure for 90 days to discharge any attachment or levy on any 
property of the Borrower;

      (c)   Default in the payment or performance of any liability, 
obligation or agreement of any maker hereof to or with the holder hereof;

      (d)   Occurrence of any of the following with respect to the Borrower 
or any endorser or guarantor hereof: admission in writing of his or its 
inability, or be generally unable, to pay his or its debts as they become 
due, death, dissolution, termination of existence, cessation of normal 
business operations, insolvency, appointment of a receiver of any part of 
the property of, legal or equitable assignment, conveyance or transfer of 
property for the benefit of creditors by, or the commencement of any 
proceedings under any bankruptcy or insolvency laws by or against, such 
person.

      Any deposits or other sums at any time credited by or due from the 
holder to the Borrower, or to any endorser or guarantor hereof, and any 
securities or other property of the Borrower or any endorser or guarantor at 
any time in the possession of the holder may at all times be held and 
treated as collateral for the payment of this note and any and all other 
liabilities (direct or indirect, absolute or contingent, sole, joint or 
several, secured or unsecured, due or to become due, now existing or 
hereafter arising) of the Borrower to the holder.  Regardless of the 
adequacy of collateral, the holder may apply or set off such deposits or 
other sums against such liabilities at any time in the case of the Borrower, 
but only with respect to matured liabilities in the case of endorsers and 
guarantors.

      The Borrower and every endorser and guarantor of this note hereby 
waive presentment, demand, notice, protest and all other demands and notices 
in connection with the delivery, acceptance, performance, default or 
enforcement hereof and consent that this note may be extended from time to 
time and that no extension or other indulgence, and no substitution, release 
or surrender of collateral and no discharge or release of any other party 
primarily or secondarily liable hereon, shall discharge or otherwise affect 
the liability of the Borrower or any such endorser or guarantor.  No delay 
or omission on the part of the holder in exercising any right hereunder 
shall operate as a waiver of such right or of any other right hereunder, and 
a waiver of any such right on any one occasion shall not be construed as a 
bar to or waiver of any such right on any future occasion.

      This note is secured by any and all collateral at any time granted to 
Bank to secure any obligations of any maker hereof.

      The Borrower and every endorser and guarantor of this note agree to 
pay on demand all costs and expenses (including legal costs and attorneys' 
fees) incurred or paid by the holder in enforcing this note on default.

      This note shall take effect as a sealed instrument and shall be 
governed by the laws of the Commonwealth of Massachusetts.


Address                                Westerbeke Corporation
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                                       Borrower's Name (print or type)

Avon Industrial Park                   By  /s/ Carleton F. Bryant III
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                                           Signature Executive V/P

Avon, MA 02322
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