SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended:        January 23, 1999
                                              ----------------

                                     OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       For the transition period from         to

       Commission file number        0-15046
                                     -------

                           Westerbeke Corporation
----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

           Delaware                                      04-1925880
-------------------------------                      -------------------
(State or other jurisdiction of                       (I.R.S. employer
 incorporation or organization)                      Identification No.)

Avon Industrial Park, Avon, Massachusetts                     02322
----------------------------------------------------------------------------
 (Address of principal executive office)                   (Zip Code)

Registrant's telephone number, including area code    (508) 588-7700
                                                      --------------

                                  No Change
----------------------------------------------------------------------------
             (Former name, former address and former fiscal year
                        if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was to file such reports.) and (2) has been subject to such 
filing requirements for the past 90 days.

                             Yes  X      No     
                                 ---        ---

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>

                                    Outstanding at
        Class                        March 1, 1999
        -----                       --------------
    <S>                                <C>
    Common Stock, $.01 par value       1,917,812

</TABLE>

                    WESTERBEKE CORPORATION AND SUBSIDIARY

                                    INDEX

                                                                Page

Part I - Financial Information

      Item 1 - Consolidated Financial Statements

        Consolidated Balance Sheets as of January 23 1999
         And October 24, 1998                                    3

        Consolidated Statements of Operations for the three
         months ended January 23, 1999 and January 24, 1998      4

        Consolidated Statements of Cash Flows for the three
         months ended January 23, 1999 and January 24, 1998      5

        Notes to Consolidated Financial Statements              6-8

      Item 2 -

        Management's Discussion and Analysis of
         Financial Condition and Results of Operations          9-12

      Item 3 -

        Quantitative and Qualitative Disclosures
         About Market Risk                                       13

Part II - Other Information                                      14

Signatures                                                       15


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                January 23,    October 24,
                                                                   1999           1998
                                                                -----------    -----------
                                                                (Unaudited)      Audited
ASSETS

<S>                                                             <C>            <C>
Current assets:
  Cash and cash equivalents                                     $    37,700    $   101,900
  Accounts receivable, net of allowance for doubtful accounts 
   of $59,200 at January 23, 1999 and October 24, 1998            2,342,800      2,292,900
  Inventories (Note 2)                                            6,360,700      5,391,600
  Prepaid expenses and other assets                                 382,700        343,000
  Prepaid income taxes                                               91,300              -
  Deferred income taxes                                             578,600        578,600
                                                                --------------------------
      Total current assets                                        9,793,800      8,708,000

Property, plant and equipment, net                                2,133,000      2,161,500
Other assets, net                                                 2,020,400      2,002,100
Investments in marketable securities                              1,896,700      1,690,700
Note receivable - related party                                     105,400        108,000
                                                                --------------------------
                                                                $15,949,300    $14,670,300
                                                                ==========================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                             $   190,500    $   189,700
  Revolving demand note payable                                   1,250,000        200,000
  Accounts payable                                                2,044,800      1,905,900
  Accrued income taxes                                                    -         93,900
  Accrued expenses and other liabilities                            830,700        668,900
                                                                --------------------------
      Total current liabilities                                   4,316,000      3,058,400
                                                                --------------------------

Deferred income taxes                                               220,800        154,900
Deferred compensation                                               338,200        320,700
Long-term debt, net of current portion                              368,200        417,400
                                                                --------------------------
                                                                    927,200        893,000
                                                                --------------------------

Stockholders' equity:
  Common stock, $.01 par value; authorized 5,000,000 shares;
   issued 2,185,950 shares at January 23, 1999 and 
   October 24, 1998                                                  21,900         21,900
  Additional paid-in-capital                                      6,025,300      6,025,300
  Accumulated other comprehensive income (Note 3)                   248,900        151,200
  Retained earnings                                               5,166,000      5,276,500
                                                                --------------------------
                                                                 11,462,100     11,474,900
  Less - Treasury shares 268,138 at cost                            756,000        756,000
                                                                --------------------------
      Total stockholders' equity                                 10,706,100     10,718,900
                                                                --------------------------
                                                                $15,949,300    $14,670,300
                                                                ==========================

</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                   Three Months Ended
                                               --------------------------
                                               January 23,    January 24,
                                                  1999           1998
                                               -----------    -----------
                                                       (Unaudited)

<S>                                            <C>             <C>
Net sales                                      $5,446,800      $4,959,500

Cost of sales                                   4,490,800       4,074,300
                                               --------------------------

  Gross profit                                    956,000         885,200

Selling, general and administrative expense       818,300         768,900

Research and development expense                  327,400         258,500
                                               --------------------------

  Loss from operations                           (189,700)       (142,200)

Interest income, net                               36,200          51,300

Other expenses, net                                30,700               -
                                               --------------------------

  Loss before income taxes                       (184,200)        (90,900)

Income tax benefit                                (73,700)        (36,600)
                                               --------------------------

Net loss                                       $ (110,500)     $  (54,300)
                                               ==========================

Loss per common share, basic and diluted       $     (.06)     $     (.03)
                                               ==========================

Weighted average common shares - basic 
 and diluted                                    1,917,812       1,904,746
                                               ==========================

</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                              ---------------------------
                                                              January 23,     January 24,
                                                                 1999            1998
                                                              ---------------------------
                                                                      (Unaudited)
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net loss                                                    $ (110,500)    $    (54,300)
    Reconciliation of net loss to net cash
     used by operating activities:
      Depreciation and amortization                              114,800          107,400
      Deferred income taxes                                       65,900          (42,700)
      Changes in operating assets and liabilities:
        Accounts receivable                                      (49,900)        (525,600)
        Inventories                                             (969,100)        (329,600)
        Prepaid expenses and other assets                        (39,700)         (35,000)
        Other assets                                             (23,700)        (172,100)
        Accounts payable                                         138,900         (539,100)
        Accrued expenses and other liabilities                   161,800           61,900
        Deferred compensation                                     17,500          108,100
        Income taxes payable                                    (185,200)         (37,000)
                                                              ---------------------------
Net cash used by operating activities                           (879,200)      (1,458,000)
                                                              ---------------------------

Cash flows from investing activities:
  Purchase of property, plant and equipment                      (80,900)         (67,200)
  Proceeds from payment of note receivable - related party         2,600            3,600
  Investment in marketable securities                           (108,300)        (136,500)
                                                              ---------------------------
Net cash used in investing activities                           (186,600)        (200,100)
                                                              ---------------------------

Cash flows from financing activities:
  Net borrowings under revolving demand note                   1,050,000        1,600,000
  Proceeds from exercise of employee stock options                     -           29,000
  Principal payments on long-term debt and
   capital lease obligations                                     (48,400)         (53,700)
                                                              ---------------------------
Net cash provided in financing activities                      1,001,600        1,575,300
                                                              ---------------------------

Decrease in cash and cash equivalents                            (64,200)         (82,800)
Cash and cash equivalents, beginning of period                   101,900          156,900
                                                              ---------------------------
Cash and cash equivalents, end of period                      $   37,700     $     74,100
                                                              ===========================
Supplemental cash flow disclosures:
  Interest paid                                               $   25,500     $     31,500
  Income taxes paid                                           $  111,500                -
Supplemental disclosures of non-cash items:
  Increase (decrease) in unrealized gains on
   marketable securities, net of income taxes                 $   97,700     $    (58,300)

</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.


                    WESTERBEKE CORPORATION AND SUBSIDIARY

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (Unaudited)

1.    Summary of Significant Accounting Policies:
      -------------------------------------------

  A.  Financial Statements
      --------------------

      The condensed consolidated financial statements included herein have 
      been prepared by Westerbeke Corporation (the "Company"), without 
      audit, pursuant to the rules and regulations of the Securities and 
      Exchange Commission.  While certain information and footnote 
      disclosures normally included in financial statements prepared in 
      accordance with generally accepted accounting principles have been 
      condensed or omitted pursuant to such rules and regulations, the 
      Company believes that the disclosures made herein are adequate to make 
      the information presented not misleading.  It is recommended that 
      these condensed statements are read in conjunction with the 
      consolidated financial statements and notes thereto included in the 
      Company's Annual Report on Form 10-K for the fiscal year ended October 
      24, 1998.

      In the opinion of the Company, all adjustments, consisting only of 
      normal recurring adjustments, necessary to present fairly the 
      financial position of Westerbeke Corporation and Subsidiary as of 
      January 23, 1999, the results of their operations for the three months 
      ended January 23, 1999 and January 24, 1998, and the cash flows for 
      the three months then ended, have been included.

  B.  Basis of Presentation
      ---------------------

      The condensed consolidated financial statements include the accounts 
      of the Company and its wholly owned subsidiary, Westerbeke 
      International, Inc. (a Foreign Sales Corporation).  All significant 
      intercompany transactions and accounts have been eliminated.  
      Westerbeke International, Inc. has been inactive since fiscal year 
      1987.

      On October 25, 1998, the Company adopted Financial Accounting 
      Standards No. 131, "Disclosure about Segments of an Enterprise and    
      Related Information" (FAS 131).  The Company operates in one market 
      segment, marine engine and air-conditioning products.  The adoption of 
      this standard had no material effect on the Company's reporting and 
      disclosure requirements.

      In March 1998, the American Institute of Certified Public Accountants 
      issued Statement of Position 98-1 (SOP 98-1), "Accounting for the 
      Costs of Computer Software Developed and Obtained for Internal Use".  
      The statement is effective for fiscal years beginning after December 
      15, 1998.  Earlier application is encouraged in fiscal years for which 
      annual financial statements have not been issued.  The statement 
      defines which costs of computer software developed or obtained for 
      internal use are capitalized and which costs are expensed.  The 
      Company does not believe the adoption of SOP 98-1 will have a material 
      impact on the financial statements.

      In April 1998, the American Institute of Certified Public Accountants 
      issued Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs 
      of Start-Up Activities".  The statement is effective for fiscal years 
      beginning after December 15, 1998. The statement requires costs of 
      start-up activities and organization costs to be expenses as incurred. 
      The Company does not believe the adoption of SOP 98-5 will have a 
      material impact on the financial statements.

      In June 1998, the Financial Accounting Standards Board issued SFAS No. 
      133 "Accounting for Derivative Instruments and Hedging Activities" 
      (SFAS 133).  The statement requires companies to recognize all 
      derivatives as either assets or liabilities with the instruments 
      measured at fair value. The accounting for changes in fair value gains 
      and losses depends on the intended use of the derivative and its 
      resulting designation.  The statement is effective for all fiscal 
      quarters of fiscal years beginning after June 15, 1999. The Company 
      does not believe the adoption of SFAS 133 will have a material impact 
      on the financial statements.

  C.  Earnings per Share
      ------------------

      Basic loss per common share is computed by dividing loss available to 
      common stockholders by the weighted average number of shares 
      outstanding for the period.  Diluted loss per share reflects the 
      maximum dilution that would have resulted from the exercise of stock 
      options.  Diluted loss per share is computed by dividing net loss by 
      the weighted average number of common shares and all dilutive 
      securities, except when the effect would be antidilutive.  For the 
      quarter ending January 23, 1999, basic loss per common share and 
      dilutive loss per common share were equal.

2.    Inventories
      -----------

      The Company uses the last-in, first-out (LIFO) method to value 
      inventory.

      Inventories are comprised of the following:

<TABLE>
<CAPTION>

                        January 23,    October 24,
                            1999           1998
                        -----------    -----------

      <S>               <C>             <C>
      Raw materials     $5,244,800      $4,416,300
      Work-in-process      591,800         530,300
      Finished goods       524,100         445,000
                        --------------------------
                        $6,360,700      $5,391,600
                        ==========================
</TABLE>

      The Company has estimated both the year-end inventory levels and the 
      inflation/deflation that will occur during the fiscal year.

      The Company anticipates an increase in its LIFO valuation account as 
      of October 23, 1999.  Accordingly, the Company has recorded an 
      increase of $22,500, on a pro rata basis, in the LIFO reserve during 
      the first three months of fiscal 1999.  During the first three months 
      of 1998, the Company recorded, on a pro rata basis, an increase of 
      $15,000 in the LIFO reserve.  Inventories would have been $915,000 
      higher at January 23, 1999 and $892,500 higher as of October 24, 1998, 
      if the first-in, first-out (FIFO) method had been used.  Inventory 
      cost determination on the FIFO method approximates replacement or 
      current cost.

3.    Comprehensive Income
      --------------------

      The Company adopted the provisions of Statement of Financial 
      Accounting Standards No. 130, Reporting Comprehensive Income during 
      the quarter ended January 23, 1999.  Comprehensive income is defined 
      as the change in equity of a business enterprise during a period from 
      transactions and other events and circumstances from nonowner sources. 
      It includes all changes in equity during a period except those 
      resulting from investments by owners and distributions to owners. This 
      pronouncement requires that the accumulated total of other 
      comprehensive income be shown as a separate component of stockholders' 
      equity with additional disclosure of accumulated balances for each 
      classification within other comprehensive income in addition to the 
      reporting of total comprehensive income.  Accumulated other 
      comprehensive income, a component of stockholders' equity was 
      previously titled "unrealized gain on marketable securities".  The 
      components of total comprehensive loss for the three months ended 
      January 23, 1999 and January 24, 1998 are as follows:

<TABLE>
<CAPTION>

                                                  1999          1998
                                                  ----          ----

          <S>                                  <C>           <C>
          Net loss                             $(110,500)    $ (54,300)
          Other comprehensive income (loss)       97,700       (58,300)
                                               -----------------------
          Comprehensive loss                   $ (12,800)    $(112,600)
                                               =======================

</TABLE>

                Item 2 - Management's Discussion and Analysis
                ---------------------------------------------
              Of Financial Condition and Results Of Operations
              ------------------------------------------------

Results of Operations -
-----------------------

Net sales increased by $487,300 or 10%, during the first quarter of fiscal 
1999 as compared to the same period in fiscal 1998.  The increase in net 
sales is primarily attributable to higher unit volume of the Company's 
marine generator products.

Gross profit increased $70,800 or 8% during the first quarter of fiscal 1999 
as compared to the same period in fiscal 1998.  As a percentage of net 
sales, gross profit remained unchanged at 18% during the first quarter of 
fiscal 1999 as compared to the first quarter of fiscal 1998.

Operating expenses increased $118,300 or 12% for the first quarter of fiscal 
1999 as compared to the same period in fiscal 1998. Selling and 
administrative expenses have increased primarily due to higher advertising, 
marketing, legal and personnel costs.

Net interest income decreased $15,100 during the first quarter of fiscal 
1999 as compared to the same period in fiscal 1998.  The decrease in 
interest is primarily due to a decrease in dividends earned on marketable 
securities.

Other expense is comprised of the realized loss from the sale of certain 
marketable securities during the quarter ended January 23, 1999.

For the first quarter ended January 23, 1999, the Company reported a net 
loss of $110,500, compared to a net loss of $54,300 for the same period in 
fiscal 1998.  The increase in the net loss is primarily attributable to the 
increase in operating expenses during the quarter ended January 23, 1999 as 
compared to the same period in fiscal 1998.

The Company is currently renegotiating its exclusive sales agreement with 
its largest customer.  The existing agreement will expire on June 30, 1999. 
The Company cannot predict the results of these negotiations. The loss of 
the revenues associated with this agreement would have a material effect on 
the Company's operating results and financial condition if the Company were 
unable to replace the business and or reduce operating expenses.

Liquidity and Capital Resources
-------------------------------

During the first three months of fiscal 1999, net cash used by operations 
was $879,200, compared to $1,458,000 for the first three months in fiscal 
1998.

During the three months ended January 23, 1999, the Company purchased 
property, plant and equipment of $80,900.  The Company plans to spend 
approximately $400,000 more on equipment during the remainder of the year.

The Company has a $4,000,000 Credit Agreement with State Street Bank and 
Trust Company, collateralized by inventory, accounts receivable and general 
intangibles. The Credit Agreement was renewed on March 31, 1998, and will 
expire on March 31, 1999.  At January 23, 1999, the Company had $1,250,000 
in outstanding borrowings under the Credit Agreement and approximately 
$348,500 committed to cover the Company's reimbursement obligations under 
certain letters of credit.  Management is in the process of renewing the 
Credit Agreement and anticipates bank approval, although there can be no 
assurance that the facility will be renewed.

On January 23, 1996, the Company entered into a $500,000 revolving line of 
credit agreement (the "Revolving Line of Credit") and term loan facility 
with State Street Bank and Trust Company, collateralized by various items of 
emission testing and product development equipment and subject to working 
capital and equity covenants.  On July 31, 1996, the Revolving Line of 
Credit terminated and automatically converted into a five-year term loan in 
the principal amount of $491,600 bearing a fixed interest rate of 8.08%.  At 
January 23, 1999, the outstanding principal amount was $250,900.

On April 25, 1997, the Company entered into a $300,000 revolving line of 
credit agreement (the "1997 Revolving Line of Credit") and term loan 
facility with State Street Bank and Trust Company, collateralized by various 
items of emission testing and product development equipment and subject to 
working capital and equity covenants.  On June 30, 1997, the 1997 Revolving 
Line of Credit terminated and automatically converted into a five-year term 
loan bearing a fixed interest rate of 8.11%.  At January 23, 1999, the 
outstanding principal amount was $205,800.

Management believes cash flow from operations and borrowings available under 
the Credit Agreement will provide for working capital needs, principal 
payments on long-term debt, and capital and operating leases through fiscal 
1999.

Domestic inflation is not expected to have a material impact on the 
Company's operations.

The cost of engine blocks and other components is subject to foreign 
currency fluctuations (primarily the Japanese yen).  Exchange rate 
fluctuations have had a minimal impact on the Company during the first 
fiscal quarter of 1999.

Year 2000 Compliance
--------------------

The Company is aware of the potential for industry wide business disruption 
which could occur due to problems related to the "Year 2000 Issue."  It is 
the belief of the Company's management that it has a prudent plan to address 
these issues within the Company and with its suppliers.  The components of 
the Company's plan include an assessment of internal systems for 
modification and/or replacement, communication with vendors to determine 
their state of readiness to maintain an uninterrupted supply of goods and 
services to the Company; an evaluation of the Company's production equipment 
as to its ability to function properly after the turn of the century; an 
evaluation of facility related issues; and the development of a contingency 
plan.

State of Readiness

The Company has developed a plan to reduce the probability of operational 
difficulties due to Year 2000 related failures.  While there is still a 
significant amount of work to do, the Company believes that it is on track 
towards a timely completion. Overall the Company estimates that it has 
completed approximately 90% of the Year 2000 issue identification process 
and approximately 75% of the process of remediating Year 2000 issues that 
have been identified to date.

Internal Systems (Information Technology)

The Company is in the process of completing its assessment of all 
information technology systems that could be significantly affected by the 
Year 2000 issue.  The assessment has indicated that certain systems are 
already Year 2000 compliant while others are still in the process of being 
remediated.  The Company has received from its software vendor the updated 
software necessary to make its operating system Year 2000 compliant, which 
the Company has installed and is currently testing.  Testing will be ongoing 
throughout 1999.

Suppliers

The Company is in the process of communicating with its external vendors to 
gain an understanding of their readiness to maintain an uninterrupted supply 
of goods and services to the Company.  The Company has identified vendors it 
views as critical to its business.  The Company is defining a critical 
vendor as one whose inability to continue to provide goods and services 
would have a serious adverse impact on the Company's ability to produce, 
deliver and collect payment.  To date, the Company is not aware of any 
supplier with a Year 2000 issue that would materially impact the results of 
operations, liquidity or capital resources.  However, the Company has no 
means of ensuring that suppliers will be Year 2000 ready. The inability of 
suppliers to complete their Year 2000 resolution process in a timely fashion 
could materially impact the Company.

Production Equipment

The Company has completed an inventory of production equipment currently 
used at the Company.  The Company has determined the Year 2000 readiness of 
its equipment through communication with the equipment manufacturers and 
testing where appropriate.  The Company is not aware of any production 
equipment that is affected by the Year 2000 issue.

Facility Related Issues

The Company has evaluated facilities related equipment with the potential 
for Year 2000 related failures.  The Company has determined the Year 2000 
readiness of its equipment through communication with the equipment 
manufacturers and testing where appropriate. This assessment has determined 
that to the Company's knowledge the Year 2000 issue will not affect 
facilities related equipment. The Company believes that it has a prudent 
approach towards evaluating facilities equipment, however, it may be 
impracticable or impossible to test certain items of equipment for Year 2000 
readiness.  To the extent such untested equipment is not Year 2000 ready, it 
may fail to operate on January 1, 2000, resulting in possible interruption 
of security, heating, telephone and other services.

Costs

The Company is evaluating the total cost of Year 2000 compliance.  At this 
time, the Company estimates the total cost of Year 2000 related activities 
to be approximately $75,000, of which approximately $10,000 has been spent 
to date.  This amount is not incremental spending and has been budgeted 
within the normal magnitude of Information Technology spending.  This amount 
includes the replacement of hardware and applications that are outdated and 
were due for replacement regardless of Year 2000 issues.

Contingency Plan

Although the Company believes that it is taking prudent action related to 
the identification and resolution of issues related to the Year 2000, its 
remediation is still in progress.  The Company may never be able to know 
with certainty whether certain key vendors are compliant.  Failure of key 
vendors to make their computer systems Year 2000 compliant could result in 
delayed deliveries of products to the Company.  If such delays are extended 
they could have a material adverse effect on the Company's business, 
financial condition and results of operations.

The Company continues to evaluate the risks associated with potential Year 
2000 related failures.  As it better understands the risks within its unique 
set of business partners, production processes, and internal systems, it 
will develop a formal contingency plan outline by April 1999.  Until the 
contingency plan is completed, the Company does not possess the information 
necessary to estimate the potential impact of Year 2000 compliance issues 
relating to its Information Technology systems, non-Information Technology 
systems, its vendors, its customers, and other parties.

This Quarterly Report on Form 10-Q may contain forward-looking information 
about the Company.  The Company is hereby setting forth statements 
identifying important factors that may cause the Company's actual results to 
differ materially from those set forth in any forward-looking statements 
made by the Company.  Some of the most significant factors include: an 
unanticipated down-turn in the recreational boating industry resulting in 
lower demand for the Company's products; the inability of the Company to 
renegotiate its exclusive sales agreement with its largest customer and/or 
the unanticipated loss of, or decline in sales to, other major customers; 
the unanticipated loss of a major supplier; the inability of the Company to 
effect required modifications of its products to meet governmental 
regulations with respect to emission standards; the unanticipated inability 
of the Company to be Year 2000 Compliant; market risks in the changes in 
value of short term investments and financial instruments; and foreign 
currency fluctuations resulting in cost increases to the Company for its 
foreign supplied components.  Accordingly, there can be no assurances that 
any anticipated future results will be achieved.

              Item 3 - Quantitative and Qualitative Disclosures
              -------------------------------------------------
                              About Market Risk
                              -----------------

Market risk represents the risk of changes in the value of short-term 
investments and financial instruments caused by fluctuations in investment 
prices and interest rates.

The Company addresses market risks in accordance with established policies. 
The Company's risk-management activities involve risk and uncertainties and 
accordingly, results could differ materially from those projected.

Investment Price Risk
---------------------

The value of the Company's investment portfolio at January 23, 1999 is 
stated at market value. A hypothetical 10% decrease in investment prices 
would result in a $189,700 reduction in the Company's investment portfolio 
balance. 

Interest Rate Risk
------------------

Due to the fact that the long-term debt will mature within three years, 
management has determined that the fair value would not be materially 
different from the carrying value at January 23, 1999.


Part II.   Other Information

  Item 1   Legal Proceedings
  ------   -----------------

           The Company has initiated arbitration with the American 
           Arbitration Association in New York against Daihatsu Motor 
           Company, Ltd. ("Daihatsu") for breach of contract and other 
           claims.  The Company is seeking damages based on Daihatsu's 
           breach of a Component Sales Agreement which also granted the 
           Company rights to certain engines including an engine Daihatsu 
           began marketing in 1993 through a joint venture with Briggs & 
           Stratton Corporation.  In a separate but related case pending in 
           the Federal District Court for the District of Massachusetts, the 
           Company is seeking damages from Briggs & Stratton Corporation for 
           tortious interference with the Company's Agreement with Daihatsu 
           and other related claims.

  Item 2   Changes in Securities
  ------   ---------------------

           None to report

  Item 3   Default Upon Senior Securities
  ------   ------------------------------

           None to report

  Item 4   Submissions of Matters to a Vote of Security Holders
  ------   ----------------------------------------------------

           None to report

  Item 5   Other Information
  ------   -----------------

           None to report

  Item 6   Exhibits and Reports on Form 8-K
  ------   --------------------------------

           (a)  Exhibits

                10 (a)   Lease dated February 3, 1999 by and between Urban 
                         Equities and the Company

                27       Financial Data Schedule for the three months ended 
                         January 23, 1999

           (b)  Reports on Form 8-K

                No reports on Form 8-K were filed by the Company during the 
                period covered by this report.


                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                       WESTERBEKE CORPORATION
                                       (Registrant)


Dated   March 8, 1999                  /s/ John H. Westerbeke, Jr.
        -------------                  --------------------------------
                                       John H. Westerbeke, Jr.
                                       Chairman of the Board, 
                                       President and Principal 
                                       Executive Officer


Dated   March 8, 1999                  /s/ Carleton F. Bryant III
                                       --------------------------------
                                       Carleton F. Bryant III
                                       Executive Vice President,
                                       Chief Operating Officer
                                       and Principal Financial
                                       and Accounting Officer