SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

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

      For the quarterly period ended:      April 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                             June 4, 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 April 24, 1999 and
             October 24, 1998                                          3

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

            Consolidated Statements of Operations for the six
             months ended April 24, 1999 and April 25, 1998            5

            Consolidated Statements of Cash Flows for the six
             months ended April 24, 1999 and April 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                                          15-16

Signatures                                                            17


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

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

<S>                                           <C>              <C>
Current assets:
  Cash and cash equivalents                   $   843,500      $   101,900
  Accounts receivable, net of allowance for
   doubtful accounts of $59,200 at April
   24, 1999 and October 24, 1998                2,792,500        2,292,900
  Inventories (Note 2)                          5,510,200        5,391,600
  Prepaid expenses and other assets               349,500          343,000
  Deferred income taxes                           578,600          578,600
                                              ----------------------------
      Total current assets                     10,074,300        8,708,000

Property, plant and equipment, net              2,091,200        2,161,500
Other assets, net                               2,124,300        2,002,100
Investments in marketable securities               94,300        1,690,700
Note receivable - related party                   100,200          108,000
                                              ----------------------------
                                              $14,484,300      $14,670,300
                                              ============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt           $   191,200      $   189,700
  Revolving demand note payable                         -          200,000
  Accounts payable                              1,769,500        1,905,900
  Accrued income taxes                            183,400           93,900
  Accrued expenses and other liabilities          454,300          668,900
                                              ----------------------------
      Total current liabilities                 2,598,400        3,058,400

Deferred income taxes                              71,700          154,900
Deferred compensation                             429,800          320,700
Long-term debt, net of current portion            318,800          417,400
                                              ----------------------------
      Total liabilities                         3,418,700        3,951,400
                                              ----------------------------

Stockholders' equity:
  Common stock, $.01 par value; authorized
   5,000,000 shares; issued 2,185,950 shares
   at April 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)                                        27,800          151,200
  Retained earnings                             5,746,600        5,276,500
                                              ----------------------------
                                               11,821,600       11,474,900
  Less - Treasury shares 268,138 at cost          756,000          756,000
                                              ----------------------------
      Total stockholders' equity               11,065,600       10,718,900
                                              ----------------------------
                                              $14,484,300      $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
                                                -------------------------
                                                April 24,       April 25,
                                                  1999            1998
                                                ---------       ---------
                                                       (Unaudited)

<S>                                            <C>             <C>
Net sales                                      $7,601,700      $7,224,700

Cost of sales                                   5,705,200       5,652,000
                                               --------------------------

      Gross profit                              1,896,500       1,572,700

Selling, general and administrative expense     1,061,800         956,400

Research and development expense                  329,000         268,600
                                               --------------------------

      Income from operations                      505,700         347,700

Interest expense, net                               3,300          58,300

Other income, net                                 472,900               -
                                               --------------------------

      Income before income taxes                  975,300         289,400

Provision for income taxes                        394,700         116,500
                                               --------------------------

Net income                                     $  580,600      $  172,900
                                               ==========================

Income per common share, basic                 $      .30      $      .09
                                               ==========================

Income per common share, diluted               $      .28      $      .08
                                               ==========================

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

Weighted average common shares, diluted         2,057,515       2,072,941
                                               ==========================

</TABLE>

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


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                   Six Months Ended
                                              --------------------------
                                              April 24,        April 25,
                                                1999             1998
                                              ---------        ---------
                                                      (Unaudited)

<S>                                          <C>              <C>
Net sales                                    $13,048,500      $12,184,200

Cost of sales                                 10,196,000        9,726,300
                                             ----------------------------

      Gross profit                             2,852,500        2,457,900

Selling, general and administrative
 expense                                       1,880,100        1,725,300

Research and development expense                 656,400          527,100
                                             ----------------------------

      Income from operations                     316,000          205,500

Interest income (expense), net                    32,900           (7,000)

Other income, net                                442,200                -
                                             ----------------------------

      Income before income taxes                 791,100          198,500

Provision for income taxes                       321,000           79,900
                                             ----------------------------

Net income                                   $   470,100      $   118,600
                                             ============================

Income per share common share, basic         $       .25      $       .06
                                             ============================

Income per share common share, diluted       $       .23      $       .06
                                             ============================

Weighted average common shares, basic          1,917,812        1,911,279
                                             ============================

Weighted average common shares, diluted        2,059,146        2,073,302
                                             ============================

</TABLE>

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


                    WESTERBEKE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                         Six Months Ended
                                                    -------------------------
                                                     April 24,      April 25,
                                                       1999            1998
                                                     ---------      ---------
                                                          (Unaudited)

<S>                                                 <C>            <C>
Cash flows from operating activities:
  Net income                                        $   470,100    $   118,600
  Reconciliation of net income to net cash
   used in operating activities:
    Depreciation and amortization                       231,800        215,200
    Deferred income taxes                               (83,200)        17,100
    Changes in operating assets and
     liabilities:
      Accounts receivable                              (499,600)    (1,634,000)
      Inventories                                      (118,600)       477,300
      Prepaid expenses and other assets                  (6,500)       (20,300)
      Other assets                                     (133,100)      (214,000)
      Accounts payable                                 (136,400)      (412,700)
      Accrued expenses and other
       liabilities                                     (214,600)       254,000
      Deferred compensation                             109,100        149,900
      Income taxes payable                               89,500         69,600
                                                    --------------------------
Net cash used in operating activities                  (291,500)      (979,300)
                                                    --------------------------

Cash flows from investing activities:
  Purchase of property, plant and equipment            (150,600)      (285,900)
  Proceeds from payment of note receivable
   - related party                                        7,800          7,200
  Investment in marketable securities, net            1,473,000       (252,900)
                                                    --------------------------
Net cash provided (used) in investing
 activities                                           1,330,200       (531,600)
                                                    --------------------------

Cash flows from financing activities:
  Borrowings (repayments) under revolving
   demand note                                         (200,000)     1,500,000
  Proceeds from exercise of employee stock
   options                                                    -         29,000
  Principal payments on long-term debt and
   capital lease obligations                            (97,100)      (107,700)
                                                    --------------------------
Net cash provided (used) in financing
 activities                                            (297,100)     1,421,300
                                                    --------------------------

Increase (decrease) in cash and cash equivalents        741,600        (89,600)
Cash and cash equivalents, beginning of period          101,900        156,900
                                                    --------------------------
Cash and cash equivalents, end of period            $   843,500    $    67,300
                                                    ==========================

Supplemental cash flow disclosures:
  Interest paid                                     $    17,800     $   64,400
  Income taxes paid                                 $   120,000     $   10,000
Supplemental disclosures of non-cash items:
  Increase (decrease) in unrealized gains on
   marketable securities, net of income taxes       $  (221,100)   $    33,400

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

            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>

                         April 24,     October 24,
                            1999           1998
                         --------      -----------

      <S>                <C>           <C>
      Raw materials      $4,662,100    $4,416,300
      Work-in-process       507,400       530,300
      Finished goods        340,700       445,000
                         ------------------------
                         $5,510,200    $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 $45,000, on a pro rata basis, in the LIFO reserve during
      the first six months of fiscal 1999.  During the first six months of
      1998, the Company recorded, on a pro rata basis, an increase of
      $30,000 in the LIFO reserve.  Inventories would have been $937,500
      higher at April 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
      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 six months ended April 24,
      1999, the Company realized gains of $442,200 on the sale of marketable
      securities.  The components of total comprehensive income for the six
      months ended April 24, 1999 and April 25, 1998 are as follows:

<TABLE>
<CAPTION>

                                      1999         1998
                                      ----         ----

      <S>                           <C>          <C>
      Net income                    $470,100     $118,600
      Other comprehensive income         300       33,400
                                    ---------------------
      Comprehensive income          $470,400     $152,000
                                    =====================

</TABLE>

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

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

Net sales increased by $377,000, or 5%, during the second quarter of fiscal
1999 and increased $864,300 for the first six months of fiscal 1999 as
compared to the same periods in fiscal 1998.  The increase in net sales is
primarily attributable to higher unit volume of the Company's marine
generator products.

Gross profit increased $323,800 or 21% during the second quarter and
increased $394,600 or 16% for the first six months of fiscal 1999 as
compared to the same periods in fiscal 1998.  The increase in gross profit
is primarily attributable to a decrease in manufacturing costs.  As a
percentage of net sales, gross profit was 25% during the second quarter of
fiscal year 1999, as compared to 22% for the second quarter of fiscal 1998.
 For the six months ended April 24, 1999 gross profit was 22% compared to
20% for the same period ended April 25, 1998.

Operating expenses increased $165,800 or 14% for the second quarter and
$284,100 or 13% in the first six 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, legal and personnel costs.

Net interest expense decreased $55,000 during the second quarter and
decreased $39,900 for the first six months of fiscal 1999 as compared to the
same periods in fiscal 1998.  The decrease in interest expense in the second
quarter and the six months ended April 24, 1999 is primarily due a lower
outstanding balance on the line of credit with State Street Bank & Trust
Company.

Other income is comprised of the realized gain from the sale of the majority
of the marketable securities portfolio during the quarter ended April 24,
1999.

For the second quarter ended April 24, 1999, the Company reported net income
of $580,600, compared to a net income of $172,900 for the same period in
fiscal 1998.  For the six months ended April 24, 1999, the Company reported
net income of $470,100 as compared to net income of $118,600 for the six-
months ended April 25, 1998.

The Company is currently renegotiating its exclusive sales agreement with
its largest customer.  The existing agreement will expire on June 30, 1999.
 The Company cannot predict the results of these negotiations. The loss of
the revenues associated with this agreement would have a material effect on
the Company's operating results and financial condition if the Company were
unable to replace the business and or reduce operating expenses.


                    WESTERBEKE CORPORATION AND SUBSIDIARY

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

During the first six months of fiscal 1999, net cash used in operations was
$291,500, compared to net cash used in operations of $979,300 for the first
six months in fiscal 1998.  The increase in cash flow from operations is
primarily attributable to the increase in net income and a decrease in
accounts receivable, for the six-month period ended April 24, 1999, as
compared to the same period in fiscal 1998.

During the six months ended April 24, 1999, the Company purchased property,
plant and equipment of $150,600.  The Company plans to spend approximately
$300,000 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 April 24, 1999, the Company had no outstanding borrowings
under the Credit Agreement and approximately $470,500 committed to cover the
Company's reimbursement obligations under certain letters of credit.  The
Credit Agreement was renewed on March 31, 1999.

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
April 24, 1999, the outstanding principal amount was $225,900.

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 April 24, 1999, the
outstanding principal amount was $190,800.

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 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; an
evaluation of facility related issues; and the development of a contingency
plan.

State of Readiness

      The Company has developed a plan to reduce the probability of
operational difficulties due to Year 2000 related failures.  While there is
still a certain amount of work to do, 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 75% 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 and is currently testing.  Testing will be ongoing
throughout 1999.

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 a
prudent approach towards evaluating facilities equipment, however, it may be
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 $18,000 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 inability of the
Company to renegotiate its exclusive sales agreement with its largest
customer and/or the unanticipated loss of, or decline in sales to, other
major customers; 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 April 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
      ------  ----------------------------------------------------

              (a)  The Annual Meeting of Stockholders (the "Meeting") of the
      Company was held March 29, 1999.

              (b)  Not applicable because:

                    (I)  proxies for the Meeting were solicited pursuant to
              Regulation 14 under the Securities Exchange Act of 1934;  (ii)
              there was no solicitation in opposition to management's
              nominees as listed in the Company's proxy statement dated
              March 5, 1999; and  (iii)  all such nominees were elected.

              (c)  The matters voted upon at the Meeting were as follows:

                    (i)  The election of two Class A directors of the
              Company.

              Gerald Bench

                    FOR                   1,662,693
                                          ---------
                    WITHHOLD AUTHORITY       41,057
                                          ---------

              Nicholas H. Safford

                    FOR                   1,674,693
                                          ---------
                    WITHHOLD AUTHORITY       29,057
                                          ---------


                    (ii)  A proposal to ratify the Board of Directors'
              selection of KPMG Peat Marwick LLP to serve as the Company's
              independent auditors for the Company's fiscal year ending
              October 23, 1999.

                    FOR                   1,700,350
                                          ---------
                    AGAINST                   1,900
                                          ---------
                    ABSTENTIONS AND
                     BROKER NON-VOTES         1,500
                                          ---------

      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

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


                                 SIGNATURES


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


                                       WESTERBEKE CORPORATION
                                       (Registrant)


Dated   June 8, 1999                   /s/ John H. Westerbeke, Jr.
       --------------                  ------------------------------
                                       John H. Westerbeke, Jr.
                                       Chairman of the Board,
                                       President and Principal
                                       Executive Officer


Dated   June 8, 1999                   /s/ Carleton F. Bryant III
       --------------                  ------------------------------
                                       Carleton F. Bryant III
                                       Executive Vice President,
                                       Chief Operating Officer
                                       and Principal Financial
                                       and Accounting Officer