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 26, 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.

<TABLE>
<CAPTION>

                                                    Outstanding at
                        Class                        March 1, 2002
                        -----                       --------------

                  
                                 <c>
                  Common Stock, $.01 par value        1,954,809

</TABLE>


<PAGE>  1

                    WESTERBEKE CORPORATION AND SUBSIDIARY

                                    INDEX

<TABLE>
<CAPTION>

                                                    Page
                                                    ----

                                                 <c>
Part I - Financial Information

      Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheets as
          of January 26, 2002 and
          October 27, 2001                             3

         Consolidated Statements of
          Operations for the three
          months ended January 26, 2002
          and January 27, 2001                         4

          Consolidated Statements of
           Cash Flows for the three
           months ended January 26, 2002
           and January 27, 2001                        5

         Notes to Consolidated
          Financial Statements                      6-10

      Item 2 -

         Management's Discussion and
          Analysis of Financial Condition
          and Results of Operations                 11-13

Part II - Other Information                            14

Signatures                                             15

</TABLE>


<PAGE>  2

                    WESTERBEKE CORPORATION AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                January 26,    October 27,
                                                                  2002            2001
                                                                -----------    -----------
                                                                (Unaudited)      Audited


                                                             <c>            <c>
ASSETS
Current assets:
Cash and cash equivalents                                       $         -    $    40,300
Accounts receivable, net of allowance for doubtful accounts
 of $115,000                                                      1,995,100      2,131,800
Inventories (Note 2)                                              7,559,100      7,566,800
Prepaid expenses and other assets                                   441,500        397,500
Prepaid income taxes                                                574,200        354,700
Deferred income taxes                                               844,200        844,200
                                                                --------------------------
      Total current assets                                       11,414,100     11,335,300
                                                                --------------------------

Property, plant and equipment, net (Note 5)                       8,724,400      8,862,400
Split dollar premiums (Note 6)                                    1,287,800      1,237,000
Other assets, net                                                   185,200        190,200
Investments in marketable securities                                106,200        109,200
Note receivable - related party                                      51,300         56,200
Deferred income taxes                                                73,600         87,400
                                                                --------------------------
                                                                $21,842,600    $21,877,700
                                                                ==========================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt (Note 4)                    $   323,400    $   317,900
  Revolving demand note payable                                   3,000,000      2,500,000
  Accounts payable                                                2,130,900      2,164,300
  Accrued expenses and other liabilities                            427,800        545,200
                                                                --------------------------
      Total current liabilities                                   5,882,100      5,527,400
                                                                --------------------------

Long-term debt, net of current portion (Note 4)                   4,687,500      4,770,400
                                                                --------------------------

      Total liabilities                                          10,569,600     10,297,800
                                                                --------------------------

Stockholders' equity:
  Common stock, $.01 par value; authorized 5,000,000 shares;
   issued 2,226,328 at January 26, 2002 and 2,225,328 at
  October 27, 2001                                                   22,300         22,300
  Additional paid-in-capital                                      6,106,200      6,105,100
  Accumulated other comprehensive income (loss) (Note 3)           (339,100)      (359,800)
  Retained earnings                                               6,290,900      6,619,600
                                                                --------------------------
                                                                 12,080,300     12,387,200

  Less - Treasury shares at cost, 289,873 shares at January
   26, 2002 and October 27, 2001                                    807,300        807,300
                                                                --------------------------
      Total stockholders' equity                                 11,273,000     11,579,900
                                                                --------------------------
                                                                $21,842,600    $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
                                               --------------------------
                                               January 26,    January 27,
                                               2002              2001
                                               -----------    -----------
                                                       (Unaudited)


                                             <c>            <c>
Net sales                                       $4,674,500     $7,436,000

Cost of sales                                    3,719,500      6,131,200
                                                -------------------------

      Gross profit                                 955,000      1,304,800

Selling, general and administrative expense      1,094,900      1,145,900

Research and development expense                   304,300        386,900
                                                -------------------------


      Loss from operations                        (444,200)      (228,000)

Interest expense, net                              103,600        176,500
                                                -------------------------


      Loss before income taxes                    (547,800)      (404,500)

Provision for income taxes (benefit)              (219,100)      (161,800)
                                                -------------------------


Net loss                                        $ (328,700)    $ (242,700)
                                                =========================

Loss per common share, basic                    $     (.17)    $     (.13)
                                                -------------------------

Loss per common share, diluted                  $     (.17)    $     (.13)
                                                -------------------------

Weighted average common shares, basic            1,935,477      1,927,812
                                                -------------------------

Weighted average common shares, diluted          1,935,477      1,927,812
                                                -------------------------

</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 26,    January 27,
                                                                    2002           2001
                                                                 -----------    -----------
                                                                         (Unaudited)


                                                              <c>             <c>
Cash flows from operating activities:
Net loss                                                         $ (328,700)     $ (242,700)
  Reconciliation of net loss to net cash
   used by operating activities:
    Depreciation and amortization                                   197,200         186,600
    Deferred income taxes                                                 -          (1,200)
    Changes in operating assets and liabilities:
      Accounts receivable                                           136,700          11,600
      Inventories                                                     7,700        (174,800)
      Prepaid expenses and other assets                             (44,000)         57,400
      Split-dollar premiums                                               -        (144,500)
      Other assets                                                        -         (20,300)
      Accounts payable                                              (33,400)      `(296,700)
      Accrued expenses and other liabilities                       (117,400)        131,900
      Deferred compensation                                               -          20,300
      Prepaid income taxes                                         (219,500)       (165,800)
                                                                 --------------------------
Net cash used by operating activities                              (401,400)       (638,200)
                                                                 --------------------------

Cash flows used in investing activities:
  Purchase of property, plant and equipment                         (54,200)       (655,800)
  Purchase of marketable securities                                 (13,300)         (3,500)
  Proceeds from payment of note receivable - related party            4,900           4,600
                                                                 --------------------------
Net cash used in investing activities                               (62,600)       (654,700)
                                                                 --------------------------

Cash flows from financing activities:
  Exercise of stock options                                           1,100               -
  Net borrowings under revolving demand note                        500,000         450,000
  Proceeds from Massachusetts Development Finance Agency                  -         500,000
  Principal payments on long-term debt and capital leases           (77,400)        (78,200)
                                                                 --------------------------
Net cash provided by financing activities                           423,700         871,800
                                                                 --------------------------

Decrease in cash and cash equivalents                               (40,300)       (421,100)
Cash and cash equivalents, beginning of period                       40,300         421,100
                                                                 --------------------------

Cash and cash equivalents, end of period                         $        -      $        -
                                                                 ==========================
Supplemental cash flow disclosures:
  Interest paid                                                  $  125,600      $  147,000
  Income taxes paid                                              $        -      $    4,000

Supplemental disclosures of non-cash items:
  Unrealized loss on marketable securities,
   net of income taxes                                           $   (9,800)     $   (1,600)
  Unrealized gain in split-dollar life insurance investments,
   net of income taxes                                           $   30,500               -

</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 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 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 26,
      2002, and the results of their operations and their cash flows, for
      the three month period 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 ernational,
      Inc. (a Foreign Sales Corporation).  All inter-company transactions
      accounts are eliminated in consolidation.

                                  Continued

<PAGE>  6

                    WESTERBEKE CORPORATION AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                 (Unaudited)

  C.  Earnings per Share
      ------------------

      Basic income (loss) per common share is computed by dividing income
      (loss) available to common stockholders by the weighted average number
      of shares outstanding for the period.  Diluted income (loss) per share
      reflects the maximum dilution that would have resulted from the
      exercise of stock options.  Diluted income (loss) per share is
      computed by dividing net income (loss) 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:
                       ---------------------------------------------------------------------------
                                  January 26, 2002                      January 27, 2001
                       ------------------------------------    -----------------------------------
Loss                       Net          Loss                       Net
                       per share      Shares        Loss       per share      Shares        Loss
                       ---------      ------        ----       ---------      ------        ----

      
                < c>       <c>          <c>             <c>        <c>          <c>
      Basic              $(.17)     1,935,477    $(328,700)      $(.13)     1,927,812    $(242,700)
      Effect of
      Stock options          -              -            -           -              -            -
                       ------------------------------------    -----------------------------------
      Diluted            $(.17)     1,935,477    $(328,700)      $(.13)     1,927,812    $(242,700)
</TABLE>

      At January 26, 2002, there were 228,022 exercisable options
      outstanding, which were convertible into 228,022 common shares.  These
      shares were excluded from the earnings per share calculation since
      their inclusion would have been antidilutive.

  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 thereby 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.

                                  Continued


<PAGE>  7

                    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 26,    October 27,
                            2002           2001
                         -----------    -----------
      
                 <c>            <c>

      Raw materials       $5,774,400     $5,734,300
      Work-in-process        936,800        855,800
      Finished goods         847,900        976,700
                          -------------------------
                          $7,559,100     $7,566,800
                          =========================
</TABLE>

      The Company has estimated both the year-end inventory levels and the
      inflation/deflation that will occur during the fiscal year.  As a
      result, the Company anticipates an increase in its LIFO valuation
      account as of October 26, 2002.  Accordingly, the Company has recorded
      an increase of $22,500, on a pro rata basis, in the LIFO reserve
      during the first three months of fiscal 2002.  During the first three
      months of 2001, the Company also recorded, on a pro rata basis, an
      increase of $22,500 in the LIFO reserve.  Inventories would have been
      $941,100 higher at January 26, 2002 and $918,600 higher as of October
      27, 2001, if the first-in, first-out (FIFO) method had been used.
      Inventory cost determined on the FIFO method approximates replacement
      or current cost.

3.    Comprehensive Income
      --------------------

      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.  The components of total
      comprehensive income (loss) resulting from unrealized gains or losses
      on marketable securities, net of income taxes for the three months
      ended January 26, 2002 and January 27, 2001 are as follows:

<TABLE>
<CAPTION>

                                                               For the three months ended:
                                                               -------------------------------
                                                          January 26, 2002    January 27, 2001
                                                          ----------------    ----------------
      
                                                    <c>                 <c>
      Net loss                                               $(328,700)          $(242,700)
      Unrealized gain (loss) on marketable securities,
       net of income taxes of $13,800 at
       January 26, 2002 and $2,700 at
       January 27, 2001                                         20,700              (1,600)
                                                             -----------------------------
      Comprehensive loss                                     $(308,000)          $(244,300)
                                                             =============================
</TABLE>

                                  Continued


<PAGE>  8

                    WESTERBEKE CORPORATION AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                 (Unaudited)

4.    Long-Term Debt
      --------------

<TABLE>
<CAPTION>

                                                      January 26, 2002    October 27, 2001
                                                      ----------------    ----------------

      
                                                <c>                 <c>
      Term Loan with an interest rate of 6.46%,
       with repayment terms through April 2015.          $ 4,262,900         $ 4,313,400

      Term Loan with an interest rate of 6.46%,
       with repayment terms through April 2007.              316,200             328,800

      Term Loan with an interest rate of 8.50%,
       with repayment terms through December 2007.           431,800             446,100
                                                         -------------------------------
                                                           5,010,900           5,088,300
Less current portion                                         323,400             317,900
                                                         -------------------------------

Long term debt, net of current portion                   $ 4,687,500         $ 4,770,400
                                                         ===============================
</TABLE>

5.    Property, Plant and Equipment
      -----------------------------

<TABLE>
<CAPTION>

                                                      January 26, 2002    October 27, 2001
                                                      ----------------    ----------------

       
                                               <c>                 <c>
      Land                                               $   921,500         $   921,500
      Building and building improvements                   5,636,300            5,630,20
      Furniture and fixtures                                 710,400             706,800
      Machinery, patterns and equipment                    4,898,400           4,853,800
      Transportation equipment                                80,400              80,400
      Leasehold improvements                                  20,400              20,400
      Equipment under capital lease                          769,200             769,200
                                                         -------------------------------

                                                          13,036,600          12,982,300
      Less accumulated depreciation                        4,312,200           4,119,900
                                                         -------------------------------
                                                         $ 8,724,400         $ 8,862,400
                                                         ===============================
</TABLE>

                                  Continued


<PAGE>  9

                    WESTERBEKE CORPORATION AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                 (Unaudited)

6.    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 January 26, 2002 the Company had an unrealized accumulated loss of
      $349,100, net of taxes of $232,700, included in accumulated other
      comprehensive income.


<PAGE> 10

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

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

Net sales decreased by $2,761,500, or 37%, during the first quarter of
fiscal 2002 as compared to the same period 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 by $349,800 or 27% during the first quarter of fiscal
2002 as compared to the same period in fiscal 2001.  As a percentage of net
sales, gross profit was 20% during the first quarter of fiscal 2002 and 18%
for the same period in fiscal 2001.  The increase in the gross profit margin
was primarily attributable to a decrease in labor costs in manufacturing
resulting from manufacturing personnel working a four-day work week during
the first quarter of fiscal 2002.

Operating expenses decreased by $133,600 for the first quarter of fiscal
2002 as compared to the same period in fiscal 2001.  The reduction in
operating expenses was attributable to decreases in the following areas:
supplies consumed in research and development activities, legal expenses
associated with the proceedings against a former supplier, commissions
earned on the decreased sales volume and the utilization of outside
consultants in engineering.

Net interest expense decreased by $72,900 during the first quarter of fiscal
2002 as compared to the same period in fiscal 2001.  The reduction in
interest expense is related to lower levels of outstanding debt and reduced
borrowing costs.

For the first quarter ended January 26, 2002, the Company reported a net
loss of $328,700, as compared to a net loss of $242,700 for the same period
in fiscal 2001.  The increase in the net loss for the three months resulted
primarily from the decreased unit volume.

The Company is currently renegotiating its exclusive agreement with its
largest customer.  The existing agreement will expire on June 30, 2002.  The
Company cannot predict the results of these negotiations.  The loss of the
revenues associated with this agreement would have a material adverse effect
on the Company's operating results and financial condition if the Company
were unable to replace the business and/or reduce operating expenses.

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

During the first three months of fiscal 2002, net cash used by operations
was $401,400, compared to net cash used by operations of $638,200 for the
first three months in fiscal 2001.  The decrease in cash used by operations
was primarily related to decreases in inventory, accounts receivable and the
timing of payments related to the split-dollar insurance arrangement
partially offset by the increased net loss and increases in prepaid
expenses.

During the three months ended January 26, 2002, the Company purchased
machinery and equipment of $54,200.  The Company plans additional capital
spending of $250,000 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-

<PAGE> 11


                    WESTERBEKE CORPORATION AND SUBSIDIARY

estate portion of the industrial revenue bond is a 15-year mortgage loan,
with $4,262,900 outstanding at January 26, 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 $316,200 outstanding at
January 26, 2002.  The term loan requires monthly payments of $5,900.  The
Company also has an additional 7-year equipment loan, with $431,800
outstanding at January 26, 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
January 26, 2002, the Company had approximately $4,733,700 available for
borrowing.  At January 26, 2002, the Company had $3,000,000 in outstanding
borrowings under the Credit Agreement and approximately $130,500 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.

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

The cost of engine blocks and other components are 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 three 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. The Company
does not believe there will be a material effect from the adoption of these
new standards.  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 is currently evaluating the
impact of these provisions.


<PAGE> 12

                    WESTERBEKE CORPORATION AND SUBSIDIARY


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 is currently reviewing the impact of this provision.

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 is currently reviewing the impact
of these provisions.

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 unanticipated required repayment in full of outstanding
amounts under the Company's credit facilities; 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.


<PAGE> 13

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
  ------    ----------------------------------------------------

            None to report

  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

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


<PAGE> 14

                                 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 8, 2002                   /s/ John H. Westerbeke, Jr.
       -------------                   ------------------------------------
                                           John H. Westerbeke, Jr.
                                           Chairman of the Board,
                                           President and Principal
                                           Executive Officer


Dated  March 8, 2002                    /s/ Carleton F. Bryant III
       -------------                    -----------------------------------
                                            Carleton F. Bryant III
                                            Executive Vice President,
                                            Chief Operating Officer
                                            and Principal Financial
                                            and Accounting Officer


<PAGE> 15