SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


      For the quarterly period ended:       January 25, 1997
                                            ----------------

                                       OR

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


      For the transition period from                to
                                     ------------        ------------

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


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


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


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


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

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


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

                              Yes  [X]      No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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


<TABLE>
<CAPTION>

                                                  Outstanding at
                    Class                         March 6, 1997
                    -----                         --------------

        <S>                                         <C>
        Common Stock, $.01 par value                2,078,550
</TABLE>



                               Page 1 of 13


<PAGE>  1


                      WESTERBEKE CORPORATION AND SUBSIDIARY

                                      INDEX

<TABLE>
<CAPTION>

                                                                           Page
                                                                           ----

<S>       <S>                                                              <C>
Part I -  Financial Information

          Item 1 - Consolidated Financial Statements

              Consolidated Balance Sheets as of January 25, 1997 
               and October 26, 1996                                         3

              Consolidated Statements of Operations for the three
               months ended January 25, 1997 and January 27, 1996           4

              Consolidated Statements of Cash Flows for the three 
               months ended January 25, 1997 and January 27, 1996           5

              Notes to Consolidated Financial Statements                    6-7

          Item 2 - 

              Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          8-9

Part II - Other Information                                                 10

Signatures                                                                  11
</TABLE>


<PAGE>  2


                      WESTERBEKE CORPORATION AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                              January 25,        October 26,
                                                                  1997              1996
                                                              ------------    -----------------
                                                              (Unaudited)       (Derived from
                                                                              Audited Financial
                                                                                 Statements)

<S>                                                           <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents                                   $     55,400      $     200,500
  Accounts receivable, net of allowance for doubtful 
   accounts of $62,800 and $60,700, respectively                 2,448,100          2,318,500
  Inventories (Note 2)                                           6,310,100          5,428,000
  Prepaid expenses and other assets                                197,600            249,000
  Deferred income taxes                                            439,400            439,400
                                                              -------------------------------
      Total current assets                                       9,450,600          8,635,400

Property, plant and equipment, net                               1,963,700          1,782,300
Other assets, net                                                1,402,700          1,204,600
Investment in marketable securities                              1,040,700            922,300
Note receivable - related party                                    133,300            136,600
                                                              -------------------------------
                                                              $ 13,991,000       $ 12,681,200
                                                              ===============================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                           $    123,800       $    123,400
  Current portion of capital leases                                 24,600                 --
  Revolving demand note payable                                    650,000                 --
  Accounts payable                                               2,076,200          1,630,300
  Accrued expenses and other liabilities                           461,700            557,400
  Accrued income taxes                                              13,300              8,900
                                                              -------------------------------
      Total current liabilities                                  3,349,600          2,320,000
                                                              -------------------------------

Deferred income taxes                                              123,900            123,900
Deferred compensation                                               84,900                 --
Obligations under capital leases                                   139,700                 --
Long-term debt, net of current portion                             363,200            396,300
                                                              -------------------------------
                                                                   711,700            520,200
                                                              -------------------------------
Commitments and contingencies

Stockholders' equity:
  Common stock, $.01 par value; authorized 5,000,000 
   shares; issued 2,122,950 shares at January 25, 1997 
   and October 26, 1996                                             21,200             21,200
  Additional paid-in-capital                                     5,959,800          5,959,800
  Unrealized gain on marketable securities                         159,800            159,100
  Retained earnings                                              3,922,100          3,834,100
                                                              -------------------------------
                                                                10,062,900          9,974,200
  Less - Treasury shares 44,400 at cost                            133,200            133,200
                                                              -------------------------------
      Total stockholders' equity                                 9,929,700          9,841,000
                                                              -------------------------------
                                                              $ 13,991,000       $ 12,681,200
                                                              ===============================
</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
                                                           ----------------------------
                                                           January 25,      January 27,
                                                              1997             1996
                                                           -----------      -----------
                                                                   (Unaudited)

<S>                                                        <C>              <C>
Net sales                                                  $ 5,194,600      $ 3,929,700

Cost of sales                                                4,101,900        3,221,800
                                                           ----------------------------

      Gross profit                                           1,092,700          707,900

Selling, general and administrative expense                    732,900          532,100

Research and development expense                               233,700          166,800
                                                           ----------------------------

      Income from operations                                   126,100            9,000

Interest income, net                                           (35,100)         (45,600)
                                                           ----------------------------

      Income before income taxes                               161,200           54,600

Provision for income taxes                                      73,200           23,000
                                                           ---------------------------- 

Net income                                                 $    88,000      $    31,600
                                                           =============================


Income per share:

Net income per share                                       $      0.04      $      0.01
                                                           =============================

Weighted average common and common equivalents shares 
 outstanding                                                 2,257,040        2,267,269
                                                           ============================
</TABLE>



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


<PAGE>  4


                      WESTERBEKE CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                             --------------------------
                                                             January 25,    January 27,
                                                                1997           1996
                                                             -----------    -----------
                                                             (Unaudited)

<S>                                                           <C>           <C>
Cash flows from operating activities:
  Net income                                                  $  88,000     $    31,600
  Reconciliation of net income to net cash provided (used) 
   by operating activities:
    Depreciation and amortization                               109,600          99,100
    Deferred income taxes                                            --         (24,900)
    Changes in operating assets and liabilities:
      Accounts receivable                                      (129,600)         20,500
      Inventories                                              (882,100)     (1,040,700)
      Prepaid expenses and other assets                          51,400         (25,200)
      Other assets                                             (203,500)             --
      Accounts payable                                          445,900         474,500
      Accrued expenses and other liabilities                    (95,800)       (308,600)
      Deferred compensation                                      84,900              --
      Income taxes payable                                        4,400              --
                                                              -------------------------
Net cash used by operating activities                          (526,800)       (773,700)
                                                              -------------------------

Cash flows from investing activities:
  Purchase of property, plant and equipment                    (110,500)        (66,200)
  Proceeds from payment of note receivable - related party        3,300           3,100
  Investment in marketable securities                          (117,800)       (116,900)
                                                              -------------------------
Net cash used in investing activities                          (225,000)       (180,000)
                                                              -------------------------

Cash flows from financing activities:
  Net borrowings under revolving demand note                    650,000              --
  Principal payments on long-term debt and capital lease 
   obligations                                                  (43,300)        (12,900)
                                                              -------------------------
Net cash provided (used) in financing activities                606,700         (12,900)
                                                              -------------------------

Decrease in cash and cash equivalents                          (145,100)       (966,600)

Cash and cash equivalents, beginning of period                  200,500       1,322,200
                                                              -------------------------

Cash and cash equivalents, end of period                      $  55,400     $   355,600
                                                              =========================

Supplemental cash flow disclosures:
  Interest paid                                               $  16,000     $       400
  Income taxes paid                                           $  68,700     $   282,800
Supplemental disclosures of cash flow items:
  Increase (decrease) in unrealized gains on marketable 
   securities                                                 $     700     $    (6,200)
  Equipment purchase under capital lease                      $ 175,000              --
</TABLE>



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


<PAGE>  5



                      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 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 26,
      1996.

      In the opinion of the Company, all adjustments,  consisting only of normal
      recurring adjustments,  necessary to present fairly the financial position
      of  Westerbeke  Corporation  and  Subsidiary  as of January 25, 1997,  the
      results of their  operations  for the three months ended  January 25, 1997
      and January 27, 1996,  and the cash flows for the three months then ended,
      have been included.

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

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



                                    Continued



<PAGE>  6


                      WESTERBEKE CORPORATION AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                   (Unaudited)

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

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

      Inventories are comprised of the following:

<TABLE>
<CAPTION>

                                              January 25,    October 26,
                                                 1997           1996
                                              -----------    -----------

      <S>                                     <C>            <C>
      Raw materials                           $ 5,194,000    $ 4,563,900
      Work-in-process                             577,000        354,100
      Finished goods                              539,100        510,000
                                              --------------------------
                                              $ 6,310,100    $ 5,428,000
                                              ==========================
</TABLE>

      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 25,  1997.  Accordingly,  the Company has  recorded an increase of
      $15,000,  on a pro rata basis,  in the LIFO reserve during the first three
      months of fiscal 1997.  During the first three months of 1996, the Company
      recorded, on a pro rata basis, an increase of $15,000 in the LIFO reserve.
      Inventories  would have been  $1,160,600  higher at January  25,  1997 and
      $1,145,600  higher as of October  26,  1996,  if the first- in,  first-out
      (FIFO)  method had been used.  Inventory  cost  determination  on the FIFO
      method approximates replacement or current cost.



<PAGE>  7


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


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

Net sales increased by $1,264,900,  or 32.2%, during the first quarter of fiscal
1997 as compared to the same period in fiscal  1996.  The  increase in net sales
was  primarily  attributable  to  higher  unit  volume of the  Company's  diesel
propulsion engine products, generator sets and higher spare parts revenues.

Gross profit  increased  $384,800,  or 54.4% during the first  quarter of fiscal
1997 as compared  to the same  period in fiscal  1996.  As a  percentage  of net
sales,  gross profit  increased to 21.0% during the first quarter of fiscal year
1997,  as  compared  to 18.0% for the first  quarter of fiscal  year  1996.  The
increase in gross  profit  margin is  primarily  the result of a more  favorable
product mix.

Operating  expenses  increased $267,700 or 38.3% for the first quarter of fiscal
1997,  as compared to the same period in fiscal 1996.  The increase in operating
expenses  is  primarily   the  result  of  higher   research  and   development,
advertising, marketing, warranty and personnel costs.

For the quarter  ended  January 25,  1997,  the Company  reported  net income of
$88,000, compared to a net income of $31,600 for the same period in fiscal 1996.
The  increase in net income for the first  quarter of fiscal  1997 is  primarily
attributable to higher sales volume in the first quarter of fiscal 1997 compared
to the same period in fiscal 1996.



<PAGE>  8


                      WESTERBEKE CORPORATION AND SUBSIDIARY


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

During the first three months of fiscal 1997,  net cash used by  operations  was
$526,800,  compared to net cash used by  operations  of  $773,700  for the first
three months in fiscal 1996.

During the three months ended January 25, 1997, the Company purchased  property,
plant and equipment of $285,500, of which $175,000 is under a capital lease. The
Company  plans to incur  capital  expenditures  of  approximately  $215,000  for
machinery and equipment during the remainder of fiscal 1997.

The Company has a $3,000,000  Credit  Agreement with State Street Bank and Trust
Company,   collateralized   by  inventory,   accounts   receivable  and  general
intangibles.  At January 25, 1997, the Company had  approximately  $1,841,800 in
unused borrowing  capacity under the Credit Agreement.  At January 25, 1997, the
Company had $650,000 in outstanding  borrowings  under the Credit  Agreement and
approximately   $508,200   committed  to  cover  the   Company's   reimbursement
obligations  under certain letters of credit..  The Credit Agreement  expires on
March 31, 1997.  Management  is in the process of renewing the Credit  Agreement
and  anticipates  bank  approval,  although  there can be no assurance  that the
facility will be renewed..

On January 23,  1996,  the Company  entered  into a $500,000  revolving  line of
credit  agreement (the  "Revolving  Line of Credit") and term loan facility (the
"Term Loan") with State Street Bank and Trust Company, collateralized by various
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 8.96%. At January
25, 1997, the outstanding principal amount was approximately $450,000.

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 1997.

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

The costs of engine blocks and other  components are subject to foreign currency
fluctuations  (primarily  the Japanese  yen).  Exchange rates have had a minimal
impact on the Company during the first fiscal quarter of 1997.



<PAGE>  9



Part II.   Other Information

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

           None to report

   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)  Exhibit  27  Financial Data Schedule for the  three months ended
                January 25, 1997

           (b)  Reports on Form 8-K

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



<PAGE> 10


                                   SIGNATURES


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


                                       WESTERBEKE CORPORATION
                                       (Registrant)


Dated  March 7, 1997                   /s/ John H. Westerbeke, Jr.
       -------------------             -----------------------------------------
                                       John H. Westerbeke, Jr.
                                       Chairman of the Board, President and 
                                       Principal Executive Officer

Dated  March 7, 1997                   /s/ Carleton F. Bryant III
       -------------------             -----------------------------------------
                                       Carleton F. Bryant III
                                       Executive Vice President, Chief Operating
                                       Officer and Principal Financial and 
                                       Accounting Officer


<PAGE> 11