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:            April 27, 2002
                                                 --------------

                                     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.)

    Myles Standish Industrial Park
    Taunton, Massachusetts                                     02780
    ------------------------------                             -----
(Address of principal executive office)                      (Zip Code)

Registrant's telephone number, including area code         (508) 823-7677
                                                           --------------

                                 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.

                                                       Outstanding at
                       Class                            June 1, 2002
                       -----                           --------------

            Common Stock, $.01 par value                  1,954,809

<PAGE>  1


                    WESTERBEKE CORPORATION AND SUBSIDIARY

                                    INDEX

                                                                       Page

Part I - Financial Information

         Item 1 - Consolidated Financial Statements

                  Consolidated Balance Sheets as
                  of April 27, 2002 and
                  October 27, 2001                                       3

                  Consolidated Statements of
                  Operations for the three
                  months ended April 27, 2002
                  and April 28, 2001                                     4

                  Consolidated Statements of
                  Operations for the six
                  months ended April 27, 2002
                  and April 28, 2001                                     5

                  Consolidated Statements of
                  Comprehensive Income for the
                  three and six months ended April
                  27, 2002 and April 28, 2001,
                  respectively                                           6

                  Consolidated Statements of
                  Cash Flows for the six
                  months ended April 27, 2002
                  and April 28, 2001                                     7

                  Notes to Consolidated
                  Financial Statements                                8-12

         Item 2 -

                  Management's Discussion and
                  Analysis of Financial Condition
                  and Results of Operations                          13-15

         Item 3 -

                  Quantitative and Qualitative Disclosures
                  About Market Risk                                     16

Part II - Other Information                                          17-18

Signatures                                                              19

<PAGE>  2


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                April 27,       October 27,
                                                  2002             2001
                                                ---------       -----------
                                               (Unaudited)        Audited


                                            <c>              <c>
ASSETS
Current assets:
  Cash and cash equivalents                    $   624,400      $    40,300
  Accounts receivable, net of allowance
   for doubtful accounts of $115,000             2,755,600        2,131,800
  Inventories (Note 2)                           6,220,900        7,566,800
  Prepaid expenses and other assets                417,600          397,500
  Prepaid income taxes                             189,100          354,700
  Deferred income taxes                            844,200          844,200
                                               ----------------------------
      Total current assets                      11,051,800       11,335,300
                                               ----------------------------

Property, plant and equipment, net (Note 4)      8,623,100        8,862,400
Split dollar premiums (Note 5)                   1,201,500        1,237,000
Other assets, net                                  180,300          190,200
Investments in marketable securities               107,800          109,200
Note receivable - related party                     46,300           56,200
Deferred income taxes                              107,500           87,400
                                               ----------------------------
                                               $21,318,300      $21,877,700
                                               ============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt (Note 3)   $   328,900      $   317,900
  Revolving demand note payable                  2,000,000        2,500,000
  Accounts payable                               2,175,700        2,164,300
  Accrued expenses and other liabilities           577,500          545,200
                                               ----------------------------
      Total current liabilities                  5,082,100        5,527,400
                                               ----------------------------

Long-term debt, net of current portion
 (Note 3)                                        4,603,000        4,770,400
                                               ----------------------------
      Total liabilities                          9,685,100       10,297,800
                                               ----------------------------

Stockholders' equity:
  Common stock, $.01 par value; authorized
   5,000,000 shares; issued 2,244,682 at
   April 27, 2002 and 2,225,328 at
   October 27, 2001                                 22,400           22,300
  Additional paid-in-capital                     6,126,700        6,105,100
  Accumulated other comprehensive income
   (loss)                                         (389,900)        (359,800)
  Retained earnings                              6,681,300        6,619,600
                                               ----------------------------
                                                12,440,500       12,387,200
  Less - Treasury shares at cost, 289,873
   shares at April 27, 2002 and
   October 27, 2001                                807,300          807,300
                                               ----------------------------
      Total stockholders' equity                11,633,200       11,579,900
                                               ----------------------------
                                               $21,318,300      $21,877,700
                                               ============================
</TABLE>

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

<PAGE>  3


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                        --------------------------
                                                         April 27,       April 28,
                                                           2002            2001
                                                         ---------       ---------
                                                                (Unaudited)


                                                     <c>             <c>
Net sales                                               $7,428,600      $8,173,200

Cost of sales                                            5,721,700       6,440,700
                                                        --------------------------

      Gross profit                                       1,706,900       1,732,500

Selling, general and administrative expense              1,237,000       1,269,800

Research and development expense                           282,900         372,400
                                                        --------------------------

      Income from operations                               187,000          90,300

Other income (expense):

      Interest expense, net                               (109,200)       (178,100)

      Gain on sale of facility                                   -         552,800

      Other income (expense)                                50,000          (8,800)
                                                        --------------------------

            Other income (expense), net                    (59,200)        365,900

      Income before income taxes                           127,800         456,200

Provision for income taxes (benefit)                      (262,600)        182,500
                                                        --------------------------

Net income                                              $  390,400      $  273,700
                                                        ==========================


Income per common share, basic                          $      .20      $      .14
                                                        ==========================

Income per common share, diluted                        $      .19      $      .13
                                                        ==========================

Weighted average common shares, basic                    1,951,168       1,945,480
                                                        ==========================

Weighted average common shares, diluted                  2,005,318       2,043,341
                                                        ==========================
</TABLE>

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

<PAGE>  4


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                        --------------------------
                                                         April 27,       April 28,
                                                           2002            2001
                                                         ---------       ---------
                                                                (Unaudited)


                                                    <c>              <c>
Net sales                                              $12,103,100      $15,609,200

Cost of sales                                            9,441,200       12,571,900
                                                       ----------------------------

      Gross profit                                       2,661,900        3,037,300

Selling, general and administrative expense              2,331,900        2,415,700

Research and development expense                           587,200          759,300
                                                       ----------------------------

      Income (loss) from operations                       (257,200)        (137,700)

Other income (expense):

      Interest expense, net                               (212,800)        (354,600)

      Gain on sale of facility                                   -          552,800

      Other income (expense)                                50,000           (8,800)
                                                       ----------------------------

            Other income (expense), net                   (162,800)         189,400

      Income (loss) before income taxes                   (420,000)          51,700

Provision for income taxes (benefit)                      (481,700)          20,700
                                                       ----------------------------

Net income                                             $    61,700      $    31,000
                                                       ============================


Income per common share, basic                         $       .03      $       .02
                                                       ============================

Income per common share, diluted                       $       .03      $       .02
                                                       ============================

Weighted average common shares, basic                    1,943,322        1,936,319
                                                       ============================

Weighted average common shares, diluted                  1,997,472        2,048,000
                                                       ============================
</TABLE>

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

<PAGE>  5


                    WESTERBEKE CORPORATION AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                    ----------------------------------
                                                    April 27, 2002      April 28, 2001
                                                    --------------      --------------
                                                                (Unaudited)


                                                   <c>                 <c>
Net income                                            $ 390,400           $ 273,700
Unrealized losses on marketable securities,
 net of income taxes of $33,900 at April 27,
 2002 and $153,800 at April 28, 2001                    (50,800)           (230,200)
                                                      -----------------------------
Comprehensive income                                  $ 339,600           $  43,500
                                                      =============================

<CAPTION>
                                                             Six Months Ended
                                                    ----------------------------------
                                                    April 27, 2002      April 28, 2001
                                                    --------------      --------------
                                                                (Unaudited)

Net income                                            $  61,700           $  31,000
Unrealized losses on marketable securities,
 net of income taxes of $20,100 at April 27,
 2002 and $154,500 at April 28, 2001                    (30,100)           (231,800)
                                                      -----------------------------
Comprehensive income (loss)                           $  31,600           $(200,800)
                                                      =============================
</TABLE>

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

<PAGE>  6


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                             Six Months Ended
                                                        ---------------------------
                                                         April 27,        April 28,
                                                           2002             2001
                                                         ---------        ---------
                                                                (Unaudited)


                                                     <c>             <c>
Cash flows from operating activities:
Net income                                              $   61,700      $    31,000
  Reconciliation of net income to net cash
   provided (used) by operating activities:
    Depreciation and amortization                          396,300          385,300
    Gain on disposal of fixed assets                             -         (554,000)
    Changes in operating assets and liabilities:
      Accounts receivable                                 (623,800)         247,600)
      Inventories                                        1,345,900          375,000
      Prepaid expenses and other assets                    (20,100)          43,700
      Split-dollar premiums                                      -         (144,500)
      Other assets                                               -          (27,100)
      Accounts payable                                      11,400         (662,600)
      Accrued expenses and other liabilities                32,300          138,300
      Deferred compensation                                      -           27,200
      Prepaid income taxes                                 165,600           33,300
                                                        ---------------------------
Net cash provided (used) by operating activities         1,369,300         (602,000)
                                                        ---------------------------

Cash flows used in investing activities:
  Purchase of property, plant and equipment               (147,100)      (1,063,700)
  Proceeds from sale of fixed assets                             -        1,241,200
  Purchase of marketable securities                        (13,300)          (4,800)
  Proceeds from payment of note receivable - related
   party                                                     9,900            9,200
                                                        ---------------------------
Net cash provided (used) in investing activities          (150,500)         181,900
                                                        ---------------------------

Cash flows from financing activities:
  Exercise of stock options                                 21,700           46,300
  Net repayments under revolving demand note              (500,000)        (250,000)
  Proceeds from Massachusetts Development
   Finance Agency                                                -          500,000
  Purchase of treasury stock                                     -          (24,600)
  Principal payments on long-term debt and capital
   leases                                                 (156,400)        (165,600)
                                                        ---------------------------
Net cash provided (used) in financing activities          (634,700)         106,100
                                                        ---------------------------

Increase (decrease) in cash and cash equivalents           584,100         (314,000)
Cash and cash equivalents, beginning of period              40,300          421,100
                                                        ---------------------------
Cash and cash equivalents, end of period                $  624,400      $   107,100
                                                        ===========================

Supplemental cash flow disclosures:
  Interest paid                                         $  238,500      $   323,800
  Income taxes paid                                     $        -      $     7,800
Supplemental disclosures of non-cash items:
  Increase (decrease) in unrealized gains on
   marketable securities, net of income taxes           $   (8,800)     $     1,000
  Unrealized loss in split-dollar life insurance
   investments, net of income taxes                     $   21,300      $   230,800
</TABLE>

<PAGE>  7


                    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, accounting principles generally accepted in the
      United States of America, 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 financial
      statements be 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 27, 2001.

      In the opinion of management 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 April 27, 2002, and the results of their operations and their
      cash flows, for the three and six-month periods then ended, have been
      included.

      The results disclosed in the condensed consolidated financial
      statements are not necessarily indicative of the results expected for
      the full fiscal year.

      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 inter-company
      transactions and accounts are eliminated in consolidation.

                                  Continued

<PAGE>  8


                    WESTERBEKE CORPORATION AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                 (Unaudited)

      C.    Earnings per Share

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

<TABLE>
<CAPTION>
                                                  For the three months ended:
                         ----------------------------------------------------------------------------
                                    April 27, 2002                          April 28, 2001
                         ------------------------------------    ------------------------------------
                          Income                       Net        Income                       Net
                         per share      Shares        Income     per share      Shares        Income
                         ---------      ------        ------     ---------      ------        ------

      
                  <c>        <c>            <c>           <c>        <c>            <c>
      Basic                $ .20      1,951,168      $390,400      $ .14      1,945,480      $273,700
      Effect of
       Stock options        (.01)        54,150             -       (.01)        97,861             -
                           --------------------------------------------------------------------------

      Diluted              $ .19      2,005,318      $390,400      $ .13      2,043,341      $273,700

<CAPTION>
                                                   For the six months ended:
                         ----------------------------------------------------------------------------
                                    April 27, 2002                          April 28, 2001
                         ------------------------------------    ------------------------------------
                          Income                       Net        Income                       Net
                         per share      Shares        Income     per share      Shares        Income
                         ---------      ------        ------     ---------      ------        ------

      Basic                $ .03      1,943,322      $ 61,700      $ .02      1,936,319      $ 31,000
      Effect of
       Stock options           -         54,150             -          -        111,681             -
                           --------------------------------------------------------------------------

      Diluted              $ .03      1,997,472      $ 61,700      $ .02      2,048,000      $ 31,000
</TABLE>

      At April 27, 2002, there were 209,668 exercisable options outstanding,
      which were convertible into 209,668 common shares.  There were 33,300
      options excluded from the earnings per share calculation in both the
      three and six-month periods ended April 27, 2002, since their
      inclusion would have been antidilutive.

                                  Continued

<PAGE>  9


                    WESTERBEKE CORPORATION AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                 (Unaudited)

      D.    Split-Dollar Life Insurance Agreement

      The Company has a split dollar life insurance agreement with John H.
      Westerbeke, Jr., Chairman, President and Chief Executive Officer of
      the Company.  This agreement allows the premiums paid to be invested
      in a select group of mutual funds thus subjecting the total cash value
      of premiums paid to market risk.

      The cash proceeds the Company would receive depends upon the method of
      termination.  If termination is initiated by death, the Company would
      receive the cumulative value of the premiums paid.  If the policy is
      terminated for other reasons, the Company would receive the lesser of
      the fair value of the mutual funds in which the premiums are invested
      or the cumulative value of the premiums paid.  The Company accounts
      for this arrangement in accordance with SFAS No. 115, Accounting for
      Certain Investments in Debt and Equity Securities.  The investments
      are classified as available for sale and unrealized gains and losses
      are reflected as a component of other comprehensive income net of tax.

2.    Inventories

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

      Inventories are comprised of the following:

<TABLE>
<CAPTION>
                               April 27,      October 27,
                                 2002            2001
                               ---------      -----------


                           <c>             <c>
      Raw materials           $4,846,400      $5,734,300
      Work-in-process            696,300         855,800
      Finished goods             678,200         976,700
                              --------------------------
                              $6,220,900      $7,566,800
                              ==========================
</TABLE>

      The Company has estimated the fiscal year-end 2002 inventory levels
      and the inflation/deflation that will occur during the fiscal year in
      determining their effect on the LIFO reserve at April 27, 2002.  As a
      result, the Company anticipates a decrease in its LIFO valuation
      account as of October 26, 2002.  Accordingly, the Company has recorded
      a decrease of $215,300, on a pro rata basis, in the LIFO reserve
      during the first six months of fiscal 2002.  During the first six
      months of 2001, the Company recorded, on a pro rata basis, an increase
      of $45,000 in the LIFO reserve.  Inventories would have been $703,300
      higher at April 27, 2002 and $918,600 higher as of October 27, 2001,
      if the first-in, first-out (FIFO) method had been used.  Inventory
      cost determination on the FIFO method approximates replacement or
      current cost.

                                  Continued

<PAGE>  10


                    WESTERBEKE CORPORATION AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                 (Unaudited)


3.    Long-Term Debt

<TABLE>
<CAPTION>
                                                       April 27, 2002    October 27, 2001
                                                       --------------    ----------------

      
                                                 <c>               <c>
      Term Loan with an interest rate of 6.46%,
       with repayment terms through April 2015.           $4,211,500        $4,313,400

      Term Loan with an interest rate of 6.46%,
       with repayment terms through April 2007.              303,500           328,800

      Term Loan with an interest rate of 8.50%,
       with repayment terms through December 2007.           416,900           446,100
                                                          ----------------------------

                                                           4,931,900         5,088,300
      Less current portion                                   328,900           317,900
                                                          ----------------------------

      Long term debt, net of current portion              $4,603,000        $4,770,400
                                                          ============================
</TABLE>

4.    Property, Plant and Equipment

<TABLE>
<CAPTION>
                                                        April 27, 2002    October 27, 2001
                                                        --------------    ----------------

      
                                                 <c>               <c>
      Land                                                $   921,500       $   921,500
      Building and building improvements                    5,647,100         5,630,200
      Furniture and fixtures                                  710,400           706,800
      Machinery, patterns and equipment                     4,980,400         4,853,800
      Transportation equipment                                 80,400            80,400
      Leasehold improvements                                   20,400            20,400
      Equipment under capital lease                           769,200           769,200
                                                          -----------------------------
                                                           13,129,400        12,982,300

      Less accumulated depreciation                         4,506,300         4,119,900
                                                          -----------------------------
                                                          $ 8,623,100       $ 8,862,400
                                                          =============================
</TABLE>

                                  Continued

<PAGE>  11


                    WESTERBEKE CORPORATION AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                 (Unaudited)

5.    Split-Dollar Premiums

      The Company has a split dollar life insurance agreement with John H.
      Westerbeke, Jr., Chairman, President and Chief Executive Officer of
      the Company.  The value reflected on the balance sheet is the lesser
      of the fair value of the mutual funds in which the premiums are
      invested or the cumulative value of the premiums paid. The Company
      accounts for this arrangement in accordance with SFAS No. 115,
      Accounting for Certain Investments in Debt and Equity Securities.  The
      investments are classified as available for sale and unrealized gains
      and losses are reflected as a component of other comprehensive income
      net of tax.

      At April 27, 2002 the Company had an unrealized accumulated loss of
      $400,900, net of taxes of $267,200, included in accumulated other
      comprehensive income.

6.    Taxes on Income

      Taxes on income for the three-months ended April 27, 2002 includes a
      $353,700 credit received for research and development expenditures.
      The credits relate to the years ended October 1996 through October
      1998.  The Company initially applied for these credits in the period
      ended October 2000.  Such amounts were not recorded into income until
      the current period due to an audit being performed by the Internal
      Revenue Service  (IRS).  The Company took the position that income
      should not have been recognized until the IRS approved such refund
      credits.  The IRS concluded its examination on March 14, 2002 without
      adjustments and accordingly the Company recorded $353,700 as income in
      the three months ended April 27, 2002.

7.    Major Customer

      The Company had sales to one major customer, which represented 26% and
      33% of total sales for the three-months ended April 27, 2002 and April
      28, 2001, respectively.  Sales to this customer for the six months
      ended April 27, 2002 and April 28, 2001 were 23% and 28% of total
      sales.  On April 19, 2002, the Company announced that its exclusive
      agreement with this customer would not be extended.

<PAGE>  12


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

Forward Looking Information

This Quarterly Report on Form 10-Q may contain forward-looking information
about the Company.  In addition to the historical information contained
herein, the discussions contained in this document include statements that
constitute forward-looking statements under the Safe Harbor provisions of
the Private Securities Reform Act of 1995.  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
unanticipated loss of, or decline in sales to, a major customer; the
inability to replace revenues and/or profits associated with the loss of the
exclusive agreement with its largest customer; the unanticipated loss of a
major supplier; the unanticipated required repayment in full of outstanding
amounts under the Company's demand credit facility; the inability of the
Company to effect required modifications of its products to meet
governmental regulations with respect to emission standards; 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.

Results of Operations -

Net sales decreased by $744,600, or 9%, during the second quarter of fiscal
2002 and decreased $3,506,100 or 22% for the first six months of fiscal 2002
as compared to the same periods in fiscal 2001.  The decrease was
attributable to general business conditions in the domestic recreational
marine market, in particular, a decrease in unit volume resulting from
decreased demand for new boats.

Gross profit decreased $25,600 or 1% during the second quarter and decreased
$375,400 or 12% for the first six months of fiscal 2002 as compared to the
same periods in fiscal 2001.  As a percentage of net sales, gross profit was
23% during the second quarter of fiscal 2002 and 21% in fiscal 2001.   For
the six months ended April 27, 2002, gross profit was 22% compared to 19%
for the same period ended April 28, 2001.  The increase in gross profit
margin was primarily attributable to the product mix, decreases in overhead
costs and also the decrease in labor costs during the first quarter of
fiscal 2002.

Operating expenses, which consist of selling, general and administrative
expenses as well as research and development expenses, decreased $122,300
for the second quarter and decreased $255,900 in the first six months of
fiscal 2002, as compared to the same periods in fiscal 2001.  The reduction
of operating expenses was primarily attributable to a decrease in the
following areas: labor costs as a result of a reduction in personnel,
supplies consumed in research and development activities, the utilization of
outside consultants in engineering and commissions earned on the decreased
sales volume

Net interest expense decreased $68,900 during the second quarter and
decreased $141,800 for the first six months of fiscal 2002 as compared to
the same periods in fiscal 2001.  The reduction in interest expense is
related to lower levels of outstanding debt and reduced borrowing costs.

Other income in fiscal year 2002 is from a patent settlement awarded to the
Company.  Other income in fiscal 2001 is primarily from the gain on the sale
of the property located in Avon, Massachusetts.

<PAGE>  13


                    WESTERBEKE CORPORATION AND SUBSIDIARY

During the second quarter ended April 27, 2002, the Company received
$353,700 of research and development credits from the Department of the
Treasury.

For the second quarter ended April 27, 2002, the Company reported net income
of $390,400, compared to a net income of $273,700 for the same period in
fiscal 2001.  For the six months ended April 27, 2002, the Company reported
net income of $61,700 as compared to net income of $31,000 for the six-
months ended April 28, 2001.  The increase in net income for the three and
six month periods was from the combination of decreased interest expense and
the reduction of income taxes offset partially by the gross profit lost from
the decreased sales volume.

On April 19, 2002 the Company announced that its exclusive agreement with
its largest customer would not be extended.  The agreement will expire on
June 30, 2002.  The Company has anticipated the loss of this agreement and
has undertaken certain cost reduction programs and will, if necessary,
continue to reduce costs.

Liquidity and Capital Resources

During the first six months of fiscal 2002, net cash provided by operating
activities was $1,369,300, compared to net cash used by operations of
$602,000 for the first six months in fiscal 2001.  The increase in cash
provided by operating activities was primarily the result of reduced
inventory levels and the timing of payments related to the split-dollar
insurance arrangement partially offset by the increase in accounts
receivable.  The increase in cash was also due to the receipt of research
and development credits and income tax refunds.

During the six months ended April 27, 2002, the Company purchased machinery
and equipment of $147,100.  The Company plans additional capital spending of
$150,000 during the remainder of the fiscal year.  On April 25, 2000, the
Company purchased a 110,000 square foot facility located in Taunton,
Massachusetts.  This facility has enabled the Company to consolidate its
operations into one location.  The MassDevelopment Financing Agency approved
the Company for a $5,000,000 tax-exempt industrial revenue bond, which has
been financed by GE Capital Public Finance.  The real estate portion of the
industrial revenue bond is a 15-year mortgage loan, with $4,211,500
outstanding at April 27, 2002.  The loan agreement requires monthly payments
of $40,000.  The equipment portion of the industrial revenue bond is a 7-
year term loan, with $303,500 outstanding at April 27, 2002.  The term loan
requires monthly payments of $5,900.  The Company also has an additional 7-
year equipment loan, with $416,900 outstanding at April 27, 2002.  This loan
agreement requires a monthly payment of $7,900.

On June 26, 2000, the Company entered into a $5,000,000 Credit Agreement
with Brown Brothers Harriman & Co. collateralized by inventory, accounts
receivable and general intangibles.  The Credit Agreement was increased on
September 25, 2000 to a maximum availability of $6,000,000.  The actual
amount available for borrowing is based on a calculation of eligible
accounts receivable and eligible inventory.  Based on this calculation at
April 27, 2002, the Company had approximately $4,836,100 available for
borrowing.  At April 27, 2002, the Company had $2,000,000 in outstanding
borrowings under the Credit Agreement and approximately $99,200 committed to
cover the Company's reimbursement obligations under certain letters of
credit and bankers' acceptances.  The Credit Agreement does not have an
expiration date, but is payable on written demand.

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
2002.

<PAGE>  14


                    WESTERBEKE CORPORATION AND SUBSIDIARY

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).  The value of the U.S.
dollar relative to the yen had no material effect on the cost of the
Company's products during the first six months of fiscal 2002.

 New Accounting Pronouncements

In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and
SFAS No. 142, "Goodwill and Other Intangible Assets."  SFAS No. 141 provides
new guidance on the accounting for a business combination at the date a
business combination is completed.  Specifically, it requires use of the
purchase method of accounting for all business combinations initiated after
June 30, 2001, thereby eliminating use of the pooling-of-interests method.
The provisions of SFAS No. 141 are effective immediately, except with regard
to business combinations initiated prior to June 30, 2001.  SFAS No. 142
will be effective as of January 1, 2002.  Goodwill and other intangible
assets determined to have an indefinite useful life that are acquired in a
business combination completed after July 1, 2001, will not be amortized,
but will continue to be evaluated for impairment in accordance with
appropriate pre-SFAS 142 accounting literature.  Goodwill and other
intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of SFAS No. 142.
SFAS No. 142 establishes new guidance on how to account for goodwill and
intangible assets after a business combination is completed.  Among other
things, it requires that goodwill and certain other intangible assets will
no longer be amortized and will be tested for impairment at least annually
and written down only when impaired.  This statement will apply to existing
goodwill and intangible assets beginning with fiscal years starting after
December 15, 2001.  The Company does not believe there will be a material
effect from the adoption of these new standards.

On August 16, 2001, FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations."  The standard requires entities to record the fair
value of a liability for an asset retirement obligation in the period in
which it is incurred.  When the liability is initially recorded, the entity
capitalizes a cost by increasing the carrying amount of the related long-
lived asset.  Over time, the liability is accreted to its present value each
period, and the capitalized cost is depreciated over the useful life of the
related asset.  Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain or loss upon
settlement.  The standard will apply to the Company effective October 27,
2002.  The Company does not believe there will be a material effect from the
adoption of this new standard.

On October 3, 2001, FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," that replaced FASB Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets To Be Disposed Of."  The primary objectives of this project
were to develop one accounting model based on the framework established in
Statement No. 121 for long-lived assets to be disposed of by sale and to
address significant implementation issues.  The accounting model for long-
lived assets to be disposed of by sale applies to all long-lived assets,
including discontinued operations, and replaces the provisions of APB
Opinion No. 30, Reporting Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, for the disposal of segments of a
business.  Statement No. 144 requires that those long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net
realizable value or include amounts for operating losses that have not yet
occurred.  The provisions of Statement No. 144 will apply to the Company
effective October 27, 2002.  The Company does not believe there will be a
material effect from the adoption of this new standard.

<PAGE>  15


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

There are no material changes to the disclosure made in the Annual Report on
Form 10-K for the year ended October 27, 2001 regarding this matter.

<PAGE>  16


Part II.  Other Information

      Item 1  Legal Proceedings

              As previously announced, the award of damages in the amount of
              $4,202,300 in the Company's arbitration against Daihatsu Motor
              Company, LTD ("Daihatsu") for breach of contract and other
              claims has been vacated by the United States District Court
              for the Southern District of New York, and the court has
              remanded the case to the arbitrator for a new determination of
              damages.  The Company has appealed the court's decision to the
              United States Court of Appeals for the Second Circuit.
              Accordingly, the Company is unable to predict when, if ever,
              it will receive payment of the award.  Therefore, the Company
              will not record any recovery until received.  The Company
              dismissed a separate but related case pending in the United
              States District Court for the District of Massachusetts, in
              which the Company sought 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

              (a)   The Annual Meeting of Stockholders (the "Meeting") of
                    the Company was held on April 4, 2002.

              (b)   Not applicable because:
                    (i)   proxies for the Meeting were solicited pursuant to
                    Regulation 14 under the Securities Exchange Act of 1934;
                    (ii) there was no solicitation in opposition to
                    management's nominees as listed in the Company's proxy
                    statement dated March 8, 2002; and (iii) all such
                    nominees were elected.

              (c)   The matter voted upon at the Meeting was as follows:
                    (i)   The election of a Class A director of the Company.

                    Gerald Bench

                    FOR                               1,740,373
                    WITHHOLD AUTHORITY                   68,257

              At the April 4, 2002 Annual Meeting, the Company withdrew its
              proposal to ratify the selection of KPMG LLP as the auditors
              for the fiscal 2002 fiscal year.  The Board of Directors voted
              to replace KPMG LLP with the firm of Sansiveri, Kimball &
              McNamee, L.L.P.

<PAGE>  17


      Item 5  Other Information

              None to report

      Item 6  Exhibits and Reports on Form 8-K

              (a)   Exhibits

                    None to report

              (b)   Reports on Form 8-K

                    In a Current Report filed on Form 8-K dated April 9,
                    2002, the Company reported information pursuant to "Item
                    4. Changes in Registrant's Certifying Accountant" in
                    connection with the decision to terminate the engagement
                    with KPMG LLP as its independent auditor on April 2,
                    2002.  As approved by the Board of Directors, the
                    Company engaged Sansiveri, Kimball & McNamee, L.L.P. as
                    its independent auditors, effective April 4, 2002.

<PAGE>  18


                                 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  June 10, 2002                  /s/ John H. Westerbeke, Jr.
       -------------                      -------------------------------
                                          John H. Westerbeke, Jr.
                                          Chairman of the Board,
                                          President and Principal
                                          Executive Officer


Dated  June 10, 2002                  /s/ Gregory Haidemenos
       -------------                      -------------------------------
                                          Gregory Haidemenos
                                          Principal Financial
                                          and Accounting Officer