Exhibit 10(d)

STATE STREET BANK                                     225 Franklin Street
                                                      Boston, MA 02110-0804

                                                      April 25, 1997

Westerbeke Corporation
Avon Industrial Park
Avon, MA  02322      

      RE:  Loan Facility

Ladies and Gentlemen:

      State Street Bank and Trust Company (the "Bank") has made available to 
Westerbeke Corporation, a corporation organized under the laws of The 
Commonwealth of Massachusetts (the "Borrower") a $3,000,000 revolving line 
of credit (the "Line of Credit") as described in a letter agreement dated 
March 20, 1996 (as amended, the "Letter Agreement").  All obligations of the 
Borrower arising under the Line of Credit are evidenced by a Time Note in 
the original principal amount of $3,000,000 dated June 4, 1992 from the 
Borrower to the order of the Bank (as amended, the "Note") and secured by 
collateral as described in a Security Agreement (Inventory and Accounts 
Receivable) dated June 4, 1992 (the "Security Agreement").  The Borrower has 
requested, and the Bank has agreed, to increase the amount of the Line of 
Credit and increase the inventory lending cap relating thereto as set forth 
herein.  Therefore, for good and valuable consideration, the receipt of 
which is hereby acknowledged, the Borrower and the Bank hereby agree as 
follows:

      I.  Amendments to Letter Agreement.

      1.  The Letter Agreement is hereby amended by deleting the following 
from the paragraph headed "Line of Credit" and the heading to such 
paragraph:  "$3,000,000" and substituting the following therefor: 
"$4,000,000".

      2.  The Letter Agreement is hereby further amended by deleting the 
following therefrom:  "Advances against inventory will be capped at 
$2,000,000" and substituting the following therefor:  "Advances against 
inventory will be capped at $2,500,000".  

      3.  The Letter Agreement is hereby amended by deleting the following 
therefrom:  "March 31, 1997" and substituting the following therefor:  
"March 31, 1998".

      4.  The Letter Agreement is hereby amended by adding the following at 
the end of the paragraph headed "Line of Credit":  "The aggregate amount of 
advances, face amount of letters of credit and bankers' acceptances made or 
issued under the Letter of Credit shall not exceed $4,000,000 at any time 
and the Company agrees to pay the amount of advances as necessary to comply 
with such limitation without notice or demand by the Bank.  Letters of 
credit will be issued pursuant to documents executed by the Company as 
requested by the Bank following payment of all applicable fees.".

      II.  Amendments to Note.

      The Note is hereby amended by deleting the following therefrom:  
"$3,000,000" and "Three Million" and substituting the following therefor 
respectively:  "$4,000,000" and "Four Million".

      III.  Amendments to Security Agreement

      1.  The Security Agreement is hereby amended by deleting the following 
therefrom:  "May 22, 1992" and substituting the following therefor:  "March 
20, 1996".

      2.  The Security Agreement is hereby amended by deleting the following 
from Rider 1 thereto:  "$3,000,000" and "$2,000,000" and substituting the 
following therefor respectively:  "$4,000,000" and "$2,500,000".

      IV.  Miscellaneous.

      1.  As amended hereby, all terms and conditions of the Letter 
Agreement, Note, Security Agreement and all related documents are ratified 
and affirmed as of the date hereof and shall continue in full force and 
effect.

      2.  Upon receipt of a fully executed copy of this letter agreement and 
such other documents or instruments as the Bank may reasonably request, this 
letter agreement shall be deemed to be an instrument under seal and an 
amendment to the Letter Agreement and Note to be governed by the laws of The 
Commonwealth of Massachusetts effective _______________, 1997.

      3.  This letter agreement may be executed in counterparts each of 
which shall be deemed to be an original document.


                                       Sincerely,

                                       STATE STREET BANK AND TRUST COMPANY


                                       By: /s/ Suzanne L. Dwyer  
                                               Suzanne L. Dwyer
                                               Assistant Vice President

Acknowledged and accepted:


WESTERBEKE CORPORATION


By: /s/ Carleton F. Bryant III
        Carleton F. Bryant III
        Executive VP and COO

Date: April 25, 1997