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:        July 24, 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                September 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 July 24, 1999
         and October 24, 1998                                    3

        Consolidated Statements of Operations for the three
         months ended July 24, 1999 and July 25, 1998            4

        Consolidated Statements of Operations for the nine
         months ended July 24, 1999 and July 25, 1998            5

        Consolidated Statements of
         Cash Flows for the nine months ended July 24, 1999
         and July 25, 1998                                       6

        Notes to Consolidated Financial Statements              7-9

      Item 2 -

        Management's Discussion and Analysis of
         Financial Condition and Results of Operations         10-13

      Item 3 -

        Quantitative and Qualitative Disclosures
         About Market Risk                                       14

Part II - Other Information                                      15

Signatures                                                       16

                    WESTERBEKE CORPORATION AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                   July 24,     October 24,
                                                                    1999           1998
                                                                 -----------    -----------
                                                                 (Unaudited)      Audited
ASSETS

<S>                                                              <C>            <C>
Current assets:
  Cash and cash equivalents                                      $ 1,460,900    $   101,900
  Accounts receivable, net of allowance for doubtful accounts
   of $59,200 at July 24, 1999 and October 24, 1998                2,752,000      2,292,900
  Inventories (Note 2)                                             5,672,800      5,391,600
  Prepaid expenses and other assets                                  418,500        343,000
  Deferred income taxes                                              578,600        578,600
                                                                 --------------------------
      Total current assets                                        10,882,800      8,708,000

Property, plant and equipment, net                                 2,089,100      2,161,500
Other assets, net                                                  2,112,800      2,002,100
Investments in marketable securities                                  94,300      1,690,700
Note receivable - related party                                       96,100        108,000
                                                                 --------------------------

                                                                 $15,275,100    $14,670,300
                                                                 =========================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                              $   192,000   $   189,700
  Revolving demand note payable                                            -       200,000
  Accounts payable                                                 2,404,800     1,905,900
  Accrued income taxes                                               132,900        93,900
  Accrued expenses and other liabilities                             451,300       668,900
                                                                 --------------------------

      Total current liabilities                                    3,181,000     3,058,400

Deferred income taxes                                                 53,900       154,900
Deferred compensation                                                412,500       320,700
Long-term debt, net of current portion                               269,300       417,400
                                                                 --------------------------

      Total liabilities                                            3,916,700     3,951,400
                                                                 =========================


Stockholders' equity:
  Common stock, $.01 par value; authorized 5,000,000 shares;
   issued 2,185,950 shares at July 24, 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)                      1,500       151,200
  Retained earnings                                                6,065,700     5,276,500
                                                                 --------------------------

                                                                  12,114,400    11,474,900
  Less - Treasury shares 268,138 at cost                             756,000       756,000
                                                                 --------------------------

      Total stockholders' equity                                  11,358,400    10,718,900
                                                                 --------------------------

                                                                 $15,275,100   $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
                                               ------------------------
                                                July 24,      July 25,
                                                  1999          1998
                                               ----------    ----------
                                                     (Unaudited)

<S>                                            <C>           <C>
Net sales                                      $7,571,300    $7,622,000
                                               ------------------------

Cost of sales                                   5,733,800     5,759,100
                                               ------------------------

  Gross profit                                  1,837,500     1,862,900

Selling, general and administrative expense       921,700       885,500

Research and development expense                  353,300       335,600
                                               ------------------------


  Income from operations                          562,500       641,800

Interest income (expense), net                      6,900       (23,300)

Other expense, net                                 34,400             -
                                               ------------------------


  Income before income taxes                      535,000       618,500

Provision for income taxes                        215,900       251,100
                                               ------------------------



Net income                                     $  319,100    $  367,400
                                               ========================


Income per common share, basic                 $      .17    $      .19
                                               ========================


Income per common share, diluted               $      .16    $      .18
                                               ========================



Weighted average common shares, basic           1,917,812     1,917,812
                                               ========================


Weighted average common shares, diluted         2,054,109     2,066,397
                                               ========================
</TABLE>



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

                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                  Nine Months Ended
                                               --------------------------
                                                 July 24,       July 25,
                                                  1999           1998
                                               -----------      ---------
                                                     (Unaudited)

<S>                                            <C>            <C>
Net sales                                      $20,619,800    $19,806,200

Cost of sales                                   15,929,800     15,485,400
                                               --------------------------

  Gross profit                                   4,690,000      4,320,800

Selling, general and administrative expense      2,801,800      2,610,800

Research and development expense                 1,009,700        862,700
                                               --------------------------


  Income from operations                           878,500        847,300

Interest income (expense), net                      39,800        (30,300)

Other income, net                                  407,800              -
                                               --------------------------


  Income before income taxes                     1,326,100        817,000

Provision for income taxes                         536,900        331,000
                                               --------------------------



Net income                                     $   789,200    $   486,000
                                               ==========================


Income per share common share, basic           $       .41    $       .25
                                               ==========================


Income per share common share, diluted         $       .38    $       .24
                                               ==========================



Weighted average common shares, basic            1,917,812      1,913,457
                                               ==========================


Weighted average common shares, diluted          2,057,515      2,071,471
                                               ==========================
</TABLE>



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

                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                        ------------------------
                                                                         July 24,      July 25,
                                                                           1999          1998
                                                                        ----------    ----------
                                                                              (Unaudited)
<S>                                                                     <C>           <C>
Cash flows from operating activities:
  Net income                                                            $  789,200    $  486,000
    Reconciliation of net income to net cash
     provided by operating activities:
      Depreciation and amortization                                        347,000       319,500
      Loss on disposal of fixed assets                                       3,400             -
      Deferred income taxes                                               (101,000)       19,600
      Changes in operating assets and liabilities:
        Accounts receivable                                               (459,100)   (1,103,200)
        Inventories                                                       (281,200)      740,200
        Prepaid expenses and other assets                                  (75,500)      (63,700)
        Other assets                                                      (127,000)     (256,300)
        Accounts payable                                                   498,900       (18,300)
        Accrued expenses and other liabilities                            (217,600)      200,800
        Deferred compensation                                               91,800       192,300
        Income taxes payable                                                39,000       292,000
                                                                        ------------------------
Net cash provided by operating activities                                  507,900       808,900
                                                                        ------------------------


Cash flows from investing activities:
  Purchase of property, plant and equipment                               (261,700)      (33,200)
  Proceeds from payment of note receivable - related party                  11,900        11,000
  Investment in marketable securities, net                               1,446,700      (261,000)
                                                                        ------------------------

Net cash provided (used) in investing activities                         1,196,900      (583,200)
                                                                        ------------------------


Cash flows from financing activities:
  Repayments under revolving demand note                                  (200,000)     (200,000)
  Proceeds from exercise of employee stock options                               -        29,000
  Principal payments on long-term debt and capital lease obligations      (145,800)     (164,500)
                                                                        ------------------------

Net cash used in financing activities                                     (345,800)     (335,500)
                                                                        ------------------------


Increase (decrease) in cash and cash equivalents                         1,359,000      (109,800)
Cash and cash equivalents, beginning of period                             101,900       156,900
                                                                        ------------------------

Cash and cash equivalents, end of period                                $1,460,900    $   47,100
                                                                        ========================

Supplemental cash flow disclosures:
  Interest paid                                                         $    6,700    $   32,500
  Income taxes paid                                                     $  265,400    $   29,000
Supplemental disclosures of non-cash items:
  Increase (decrease) in unrealized gains on marketable securities,
   net of income taxes                                                  $  (26,300)   $   31,500

</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 July
      24, 1999, the results of their operations for the three and nine
      months ended July 24, 1999 and July 25, 1998, and the cash flows for
      the nine 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.

      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 expensed 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, 2000. The Company
      does not believe the adoption of SFAS 133 will have a material impact
      on the financial statements.

 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.

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

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

      Inventories are comprised of the following:

<TABLE>
<CAPTION>

                          July 24,     October 24,
                            1999           1998
                          --------     -----------
      <S>                <C>            <C>
      Raw materials      $4,661,300     $4,416,300
      Work-in-process       560,300        530,300
      Finished goods        451,200        445,000
                         -------------------------
                         $5,672,800     $5,391,600
                         =========================

</TABLE>

      For purposes of this LIFO calculation, the Company has estimated both
      the year-end inventory levels and the inflation/deflation which 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 $67,500, on a pro rata basis, in the LIFO reserve during the first
      nine months of fiscal 1999. During the first nine months of 1998, the
      Company recorded, on a pro rata basis, an increase of $45,000 in the
      LIFO reserve. Inventories would have been $960,000 higher at July 24,
      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". During
      the nine months ended July 24, 1999, the Company realized gains of
      $407,800 on the sale of marketable securities. The components of total
      comprehensive income for the nine months ended July 24, 1999 and July
      25, 1998 are as follows:

<TABLE>
<CAPTION>

                                             1999         1998
                                             ----         ----

            <S>                           <C>          <C>
            Net income                    $ 789,200    $486,000
            Other comprehensive income          400      31,500
                                          ---------------------
            Comprehensive income          $ 789,600    $517,500
                                          =====================

</TABLE>


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

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

Net sales decreased by $50,700, or 1%, during the third quarter of fiscal
1999 and increased $813,600 or 4% for the first nine months of fiscal 1999
as compared to the same periods in fiscal 1998. The increase in net sales
for the nine-month period is primarily attributable to higher unit volume of
the Company's marine generator products.

Gross profit decreased $25,400 or 1% during the third quarter and increased
$369,200 or 9% for the first nine months of fiscal 1999 as compared to the
same periods in fiscal 1998. The increase in gross profit for the nine-month
period is primarily attributable to a decrease in manufacturing costs. As a
percentage of net sales, gross profit was 24% during the third quarter of
fiscal year 1999 and 1998. For the nine months ended July 24, 1999 gross
profit was 23% compared to 22% for the same period ended July 25, 1998.

Operating expenses increased $53,900 or 4% for the third quarter and
$338,000 or 10% in the first nine months of fiscal 1999, as compared to the
same periods in fiscal 1998. Research and development costs have increased
due to the addition of personnel and higher costs related to achieving
compliance with federal and state exhaust emission requirements. Selling and
administrative expenses have increased primarily due to higher advertising
and legal costs.

Net interest expense decreased $30,200 during the third quarter and
decreased $70,100 for the first nine months of fiscal 1999 as compared to
the same periods in fiscal 1998. The decrease in interest expense in the
third quarter and the nine months ended July 24, 1999 is primarily due to a
lower outstanding balance on the line of credit with State Street Bank &
Trust Company.

Other income is comprised of the realized gains and losses from the sale of
marketable securities.

For the third quarter ended July 24, 1999, the Company reported net income
of $319,100, compared to a net income of $367,400 for the same period in
fiscal 1998.  For the nine months ended July 24, 1999, the Company reported
net income of $789,200 as compared to net income of $486,000 for the nine
months ended July 25, 1998.

As previously announced, the Company has successfully renegotiated its
exclusive sales agreement with its largest customer.

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

During the first nine months of fiscal 1999, net cash provided by operations
was $507,900, compared to $808,900 for the first nine months in fiscal 1998.
The decrease in cash flow from operations is primarily attributable to
increases in inventory, accounts receivable and accrued expenses, offset
partially by increases in net income and accounts payable for the nine month
period ended July 24, 1999, as compared to the same period in fiscal 1998.

During the nine months ended July 24, 1999, the Company purchased property,
plant and equipment of $261,700.  The Company plans to spend approximately
$500,000 more on equipment and capital improvements 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.  At July 24, 1999, the Company had no outstanding borrowings
under the Credit Agreement and approximately $361,700 committed to cover the
Company's reimbursement obligations under certain letters of credit.  The
Credit Agreement was renewed on March 31, 1999 and will expire on March 31,
2000.

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
July 24, 1999, the outstanding principal amount was $200,900.

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 July 24, 1999, the
outstanding principal amount was $175,800.

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
two fiscal quarters 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 customers to determine their state of
readiness, 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; and an evaluation of
facility related issues.

State of Readiness

The Company has developed a plan to reduce the probability of operational
difficulties due to Year 2000 related failures. The Company believes that it
is on track towards a timely completion. Overall the Company estimates that
it has completed approximately 95% of the Year 2000 issue identification
process and approximately 85% 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.  The Company will continue to monitor its operating systems
throughout the year.

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 defined 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 taken a
prudent approach towards evaluating facilities equipment, however, it was
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 $22,000 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 is currently not in a position
to determine what would be its most reasonably likely worst case Year 2000
scenario or any plan for handling such scenario.  To date, the Company has
not completed a formal contingency plan for non-compliance, however to the
extent that further evaluation of its products, information technology
systems, production equipment or information obtained from the third parties
with which it has a material relationship suggests that there is a
significant risk, contingency plans will be implemented.  Such contingency
plans may include the development of alternative sources for the product or
service provided by any non-compliant vendor.

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 unanticipated loss of, or
decline in sales to, a major customer; 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.

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 July 24, 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 27 Financial Data Schedule


            (b)  Reports on Form 8-K

                 A Current Report on Form 8-K dated August 2, 1999 was filed
                 by the Company.


                                 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    September 3, 1999             /s/ John H. Westerbeke, Jr.
         -----------------             -------------------------------------
                                       John H. Westerbeke, Jr.
                                       Chairman of the Board,
                                       President and Principal
                                       Executive Officer


Dated    September 3, 1999             /s/ Carleton F. Bryant III
         -----------------             --------------------------
                                       Carleton F. Bryant III
                                       Executive Vice President,
                                       Chief Operating Officer
                                       and Principal Financial
                                       and Accounting Officer