Exhibit 10(c)

                           WESTERBEKE CORPORATION

                               PROMISSORY NOTE


$300,000                                              April 25, 1997
                                                      Boston, Massachusetts

      For value received, the undersigned hereby promises to pay to State 
Street Bank and Trust Company (the "Bank"), or order, at the head office of 
the Bank at 225 Franklin Street, Boston, Massachusetts 02110, on the 
Revolving Maturity Date the principal amount of Three Hundred Thousand 
Dollars ($300,000), or such lesser amount as shall not have been prepaid, 
provided, however, that if no Event of Default has occurred under the 
Agreement on the Revolving Maturity Date, the outstanding amount of 
Revolving Loans on such date shall be converted to a Term Loan which Term 
Loan shall be payable in 60 equal consecutive monthly installments payable 
commencing on July 1, 1997 and on the first business day of each month 
thereafter in amounts necessary to fully amortize the amount outstanding 
hereunder on the Revolving Maturity Date in 60 equal installments.  All 
outstanding principal with accrued and unpaid interest hereunder shall be 
due and payable in full on June 30, 2002.  Until the Revolving Maturity 
Date, interest on principal outstanding hereunder shall be payable at the 
rate per annum equal to the Bank's Prime Rate, in effect from time to time.  
Commencing upon conversion to the Term Loan, interest on principal 
outstanding under the Term Loan shall be payable at either the Prime Rate or 
a fixed rate of interest quoted by the Bank as its applicable cost of funds, 
determined in the discretion of the Bank, plus 2.25% per annum, as selected 
by the undersigned on the date of conversion to the Term Loan.  Each change 
in such interest rate shall take effect simultaneously with the 
corresponding change in such Prime Rate. Interest will be payable monthly in 
arrears on the first business day of each month beginning on May 1, 1997.  
"Prime Rate" shall mean the rate of interest announced by the Bank in Boston 
from time to time as its "Prime Rate."  Interest shall be computed on the 
basis of a 360-day year for the actual number of days elapsed, including 
holidays or other days on which the Bank is not open for the conduct of 
banking business.

      All loans hereunder and all payments on account of principal and 
interest hereof shall be recorded by the Bank.  The entries on the records 
of the Bank (including any appearing on this Note) shall be prima facie 
evidence of amounts outstanding hereunder.

      Overdue payments of principal (whether at stated maturity by 
acceleration or otherwise), and, to the extent permitted by law, overdue 
interest, shall bear interest, compounded monthly and payable on demand in 
immediately available funds, at a rate per annum equal to four percent (4%) 
above the Bank's Prime Rate in effect from time to time.

      This Note is issued pursuant to, and entitled to the benefits of, and 
is subject to, the provisions of a certain Letter Agreement dated April 25, 
1997 by and between the undersigned and the Bank (herein, as the same may 
from time to time be amended or extended, referred to as the "Agreement"), 
but neither this reference to the Agreement nor any provision thereof shall 
affect or impair the absolute and unconditional obligation of the 
undersigned maker of this Note to pay the principal of and interest on this 
Note as herein provided.  All terms not otherwise defined herein shall be 
used as defined in the Agreement.

      This Note is secured by certain equipment of the undersigned pursuant 
to the terms of a Security Agreement executed on or near the date hereof by 
and between the undersigned and the Bank, as the same may be from time to 
time amended or extended.

      In case an Event of Default (as defined in the Agreement) shall occur, 
the aggregate unpaid principal plus accrued interest on this Note shall 
become or may be declared to be due and payable in the manner and with the 
effect provided in the Agreement.

      The undersigned may at its option prepay all or any part of the 
principal of this Note before maturity upon the terms provided in the 
Agreement.

      Any deposits or other sums at any time credited by or due from the 
Bank to the undersigned or any endorser or guarantor hereof and any 
securities or other property of the undersigned or any endorser or guarantor 
at any time in the possession of the Bank may at all times be held and 
treated as collateral for the payment of this Note and any and all other 
liabilities (direct or indirect, absolute or contingent, sole, joint or 
several, secured or unsecured, due or to become due, now existing or 
hereafter arising) of the undersigned to the Bank.  Regardless of the 
adequacy of collateral, the Bank may apply or set-off such deposits or other 
sums against such liabilities at any time in the case of makers but only 
with respect to matured liabilities in the case of endorsers and guarantors.

      The undersigned maker and every endorser and guarantor hereof hereby 
waives presentment, demand, notice, protest and all other demands and 
notices in connection with the delivery, acceptance, performance, default or 
enforcement hereof and consents that this Note may be extended from time to 
time and that no such extension or other indulgence, and no substitution, 
release or surrender of collateral and no discharge or release of any other 
party primarily or secondarily liable hereon, shall discharge or otherwise 
affect the liability of the undersigned, endorser or guarantor.  No delay or 
omission on the part of the Bank in exercising any right hereunder shall 
operate as a waiver of such right or of any other right hereunder, and a 
waiver of any such right on any one occasion shall not be construed as a bar 
to or waiver of any such right on any future occasion.

      This instrument shall have the effect of an instrument executed under 
seal and shall be governed by and construed in accordance with the laws of 
The Commonwealth of Massachusetts (without giving effect to any conflicts of 
laws provisions contained therein).


WITNESS:                               WESTERBEKE CORPORATION

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