Exhibit 10(j)
State Street


State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts  02101





March 17, 1995



Mr. Carleton F. Bryant III
Chief Operating Officer
Westerbeke Corporation
Avon Industrial Park
Avon, MA  02322

Dear Carl:

I am pleased to inform you that in accordance with our discussion and based on 
the financial and other information you have furnished, State Street Bank and 
Trust Company (the "Bank") has completed the necessary credit approval process 
to renew a $3,000,000 secured line of credit (the "Line of Credit") for 
Westerbeke Corporation (the "Company").  The Line of Credit will be available 
for working capital purposes and will continue to be made available pursuant 
to the terms and conditions of the letter agreement (the "Agreement") dated 
May 22, 1992.  Such terms and conditions are summarized below.

The terms and conditions of the Bank's facility to the Company are as follows:

Line of Credit - $3,000,000
--------------

The Bank will make available a Line of Credit, secured by a first lien on the 
Company's accounts receivable and inventory, to be used for working capital 
purposes.  Advances under the Line of Credit will be limited to the lesser of 
(i) $3,000,000 or (ii) a formula including up to 80% of the unpaid face amount 
of all eligible accounts receivable which are no more than ninety ("90") days 
from invoice date, plus 40% of inventory.  Advances against inventory will be 
capped at $2,000,000.

The Line of Credit may be used for direct borrowings, letters of credit up to 
270 days, and bankers' acceptances.

A one quarter of one percent (1/4%) per annum fee will be charged on the 
unused Line of Credit amount, charged quarterly in arrears.

Borrowings will bear interest at the State Street Bank and Trust Company Prime 
Rate, as announced from time to time.

General Terms and Conditions
----------------------------

Until the termination of the facility, the Company will maintain its primary 
deposit and disbursement accounts at State Street Bank and Trust Company.

The Company will furnish quarterly financial statements including a 
consolidated balance sheet, statement of income, statement of retained 
earnings, statement of changes in working capital, and statement of cash 
flows, compiled by the Company and certified by the Company's Chief Operating 
Officer or Controller to the effect that the statements are prepared in 
accordance with generally accepted accounting principles consistently applied 
and are accurate and complete, to be delivered to the Bank within 60 days 
after the end of each of the Company's first, second, and third fiscal 
quarters.  Such statements to set forth a comparison to the results of 
operations from the previous fiscal year.

The Company will furnish annual financial statements including a consolidated 
balance sheet, statement of income, statement of retained earnings, statement 
of changes in working capital, and statement of cash flows, audited by 
independent public accountants acceptable to the Bank and certified by such 
accountants to the effect that the statements are prepared in accordance with 
generally accepted accounting principles consistently applied and are accurate 
and complete, to be delivered to the Bank within 90 days after the end of the 
Company's fiscal year.  Such statements to set forth a comparison to the 
results of operations from the previous fiscal year.

The Company will furnish monthly accounts receivable agings along with monthly 
borrowing base certificates, signed by an authorized officer of the Company, 
for the purposes of determining availability under the Line of Credit.  Such 
borrowing base certificates are to be delivered to the Bank within 20 days 
after the end of each of the Company's fiscal months.

Periodic field examinations will be performed by the Bank, similar to those 
conducted in the past.

The Company will furnish operating projections, including income statement and 
balance sheet, broken down by each fiscal quarter, to the Bank within 60 days 
after the end of the Company's fiscal year.

The Company will also be required to furnish such other information about the 
Company's financial condition and operations as the Bank may request from time 
to time.

The availability of advances, letters of credit, and banker's acceptances 
under the Line of Credit will be subject to the condition that the Bank 
continue to be satisfied with the business and financial condition of the 
Company and to adverse changes in government regulations or monetary policy.

The availability of the Line of Credit will be reviewed by the Bank from time 
to time and in any event prior to March 31, 1996 to determine whether the Line 
of Credit should be continued or renewed.

All advances, direct or contingent, will be payable on March 31, 1996 and will 
be evidenced by the fully-executed promissory note which is enclosed.

The Bank specifically reserves the right to propose additional terms which are 
not inconsistent with the terms set forth in this letter.

The Bank's willingness to provide the financing contained in this letter is 
also subject to the following conditions:  (i) there are no material 
misstatements or omissions in the financial statements or other information 
provided, and (ii) that, in the Bank's judgement, there has been no material 
adverse change in the business, assets, financial condition, or prospects of 
the Company since the financial statements dated as of January 28, 1995.

As an inducement to the Bank to extend the Line of Credit, you represent and 
warrant to the Bank that (i) the execution, delivery and performance of all 
the agreements and instruments in connection with the Line of Credit are 
within the Company's power and authority and have been authorized by all 
necessary corporate proceedings and will not contravene any provision of the 
Company's charter or bylaws or any agreement or undertaking binding upon the 
Company; (ii) the Line of Credit is a legal, valid and binding obligation of 
the Company which does not require the consent or approval of any governmental 
agency or authority; and (iii) there is no litigation, proceeding or 
investigation pending, or to the knowledge of the officers of the Company, 
threatened against the Company other than previously disclosed to the Bank.

Carl, I hope the terms and conditions outlined above meet with your approval.
I look forward to reviewing this letter with you in detail at your convenience.

Please indicate your acceptance of the terms and conditions contained herein 
by signing on the line provided below on or before March 31, 1995.


Sincerely,



/s/  R. Thomas Coffey
---------------------
R. Thomas Coffey
Assistant Vice President



Accepted:



WESTERBEKE CORPORATION



/s/  Carleton F. Bryant III
---------------------------
By:  Carleton F. Bryant III
Title:  Chief Operating Officer
Date:  March 22, 1995