SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

|For the quarterly period ended: | July 22, 2000
|------------------------------- | -------------

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(State or other jurisdiction of
incorporation or organization)           | 04-1925880
(I.R.S. employer
Identification No.)
|-------------------------------------------------------------------------------- | -----------------------------------------------
|Avon Industrial Park, Avon, Massachusetts(Address of principal executive office) | 02322(Zip Code)                                
|Registrant's telephone number, including area code                               | (508) 588-7700                                 

No Change

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 XNo

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.

|Class
Common Stock, $.01 par value | Outstanding atAugust 25, 20001,917,812
|---------------------------------- | --------------------------------------



WESTERBEKE CORPORATION AND SUBSIDIARY

INDEX

|Part I - Financial Information                                                                                           | Page 
|------------------------------------------------------------------------------------------------------------------------ | -----
|Item 1 - Consolidated Financial Statements                                                                               |      
|Consolidated Balance Sheets as
        of July 22, 2000 and
        October 23, 1999                                     | 3    
|Consolidated Statements of
        Operations for the three
        months ended July 22, 2000
        and July 24, 1999 | 4    
|Consolidated Statements of
        Operations for the nine
        months ended July 22, 2000
        and July 24, 1999  | 5    
|Consolidated Statements of 
        Cash Flows for the nine
        months ended July 22, 2000
        and July 24, 1999 | 6    
|Notes to Consolidated
        Financial Statements                                                                       | 7-11 
|Item 2 -                                                                                                                 |      
|Management's Discussion and
        Analysis of Financial Condition
        and Results of Operations                    | 12-14
|Item 3 -                                                                                                                 |      
|Quantitative and Qualitative Disclosures
        About Market Risk                                                       | 15   
|Part II - Other Information                                                                                              | 16   
|Signatures                                                                                                               | 17   

WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS



|ASSETS                                                                                                                                                                                                                                                                                                                 | July 22,2000
(Unaudited)                                                   | October 23,1999
Audited                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | --------------------------------------------------------------------------
|Current assets:
    Cash and cash equivalents
    Accounts receivable, net of allowance for doubtful
      accounts of $52,500 at July 22, 2000 and $59,200at October 23, 1999Inventories (Note 2)
    Prepaid expenses and other assets
    Prepaid income taxes
    Deferred income taxes
      Total current assets | $     388,7003,096,10010,124,600
679,600
162,200577,900
  15,029,100       | $  1,739,3002,502,1005,640,200
476,900
35,600577,900
  10,972,000         
|Property, plant and equipment, net (Note 5)
Other assets, net
Investments in marketable securities
Note receivable - related party                                                                                                                                                                                     | 6,798,600
2,095,300
93,00079,200
$24,095,200                               | 2,027,300
2,199,400
91,40093,400
$15,383,500                              
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                                                                                                   |                                                                            |                                                                           
|Current liabilities:
    Current portion of long-term debt (Note 4)
    Revolving demand note payable
    Accounts payable
    Accrued expenses and other liabilities
      Total current liabilities                                                                                                                  | $     279,000
2,200,000
3,866,900685,4007,031,300                          | $     192,900
-
2,248,700914,0003,355,600                                 
|Deferred income taxes
Deferred compensation
Long-term debt, net of current portion (Note 4)
      Total liabilities                                                                                                                                                                                                    | 10,700
354,9004,711,300
  12,108,200                                       | 13,600
409,200224,500
    4,002,900                                       
|Stockholders' equity:
    Common stock, $.01 par value; authorized 
      5,000,000 shares; issued 2,185,950 shares
    Additional paid-in-capital
    Accumulated other comprehensive income (Note 3)
    Retained earnings
    Less - Treasury shares 268,138 at cost
      Total stockholders' equity               | 21,900
6,025,300
12,8006,683,00012,743,000756,000
  11,987,000
$24,095,200 | 21,900
6,025,300
16,9006,072,50012,136,600756,000
  11,380,600
$15,383,500

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



WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                                                                                                                                                                                                      | Three Months Ended                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                      | July 22,2000                                                                        
|                                                                                                                                                                                                                                                                      | (Unaudited)                                                                         
|Net salesCost of sales    Gross profit
Selling, general and administrative expense
Research and development expense
    Income from operations
Interest expense (income), net
Other expense, net
    Income before income taxes
Provision for income taxes
Net income | $8,891,7006,889,800
2,001,9001,316,800413,100272,00053,100-
218,90087,600$   131,300
|Income per common share, basic
Income per common share, diluted                                                                                                                                                                                                       | $           .07
$           .06                                                     
|Weighted average common shares, basic
Weighted average common shares, diluted                                                                                                                                                                                         | 1,917,812
  2,064,826                                                               

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



WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                                                                                                                                                                                                       | Nine Months Ended                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                       | July 22,2000                                                                                            
|                                                                                                                                                                                                                                                                       | (Unaudited)                                                                                             
|Net salesCost of sales    Gross profitSelling, general and administrative expenseResearch and development expense
    Income from operations
Interest expense (income), net
Other expense (income), netIncome before income taxesProvision for income taxes
Net income | $26,785,50020,666,100
6,119,400
3,781,8001,131,100
1,206,500
82,100106,9001,017,500407,000
$     610,500
|Income per common share, basic
Income per common share, diluted                                                                                                                                                                                                        | $             .32
$             .30                                                                     
|Weighted average common shares, basic
Weighted average common shares, diluted                                                                                                                                                                                          | 1,917,812
    2,062,067                                                                                 

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



WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Nine Months Ended                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | July 22,2000                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (Unaudited)                                                                                                                        
|Cash flows from operating activities:
Net income
    Reconciliation of net income to net cash provided (used) 
      by operating activities:
        Depreciation and amortization
        Loss on disposal of fixed assets
        Deferred income taxes
        Realized gains in marketable securities
        Changes in operating assets and liabilities:
            Accounts receivable
            Inventories
            Prepaid expenses and other assets
            Other assets
            Accounts payable
            Accrued expenses and other liabilities
            Deferred compensation
            Prepaid income taxes
            Net cash provided (used) by operating activities | $    610,500 
346,700 
- 
(2,900)
(5,700)
(594,000)
(4,484,400)
(202,700)
94,700 
1,618,200 
(228,600)
(54,300)(126,600)(3,029,100)
|Cash flows used in investing activities:
    Purchase of property, plant and equipment
    Proceeds from payment of note receivable - related party
    Proceeds from sale of marketable securities
Net cash provided (used) in investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (5,108,600)
14,200 -(5,094,400)                                                                                                    
|Cash flows from financing activities:
    Net borrowings under revolving demand note
    Proceeds from GE Capital Tax-exempt bond
    Principal payments on long-term debt and capital lease 
      obligations
Net cash provided (used) in financing activities                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2,200,000 
5,000,000 
 (427,100)6,772,900                                                                                          
|Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (1,350,600)1,739,300 $    388,700                                                                                                  
|Supplemental cash flow disclosures:
    Interest paid (includes $76,900 capitalized as construction 
      period costs)
    Income taxes paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $    178,600 $    644,000                                                                                                          
|Supplemental disclosures of non-cash items:
    Increase (decrease) in unrealized gains on marketable securities, 
      net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $       (4,100)                                                                                                                    

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 23, 1999.

In the opinion of the Company, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Westerbeke Corporation and Subsidiary as of July 22, 2000, the results of their operations and cash
flows, 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.

Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" establishes accounting and reporting standards for derivatives and hedging activities. In June 2000, the Financial Accounting
Standards Board issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," and amendment to SFAS No. 133. These statements require that an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. These statements will be effective for our fiscal year 2001. We do not expect these new statements to have a material effect on our financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No.101, "Revenue Recognition".  An amendment has delayed the effective date until the fourth quarter of 2001. We do not expect this standard to have a material
effect on our 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.

|                                | For the three months ended:
|------------------------------- | ---------------------------
|                                | July 22, 2000              
|                                | Incomeper share            
|Basic
Effect of
  Stock options | $.07-                      
|Diluted                         | $ .06                      



|                              | For the nine months ended:
|----------------------------- | --------------------------
|                              | July 22, 2000             
|                              | Incomeper share           
|Basic
Effect of
Stock options | $ .32
  (.02)             
|Diluted                       | $ .30                     

2.    Inventories

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

Inventories are comprised of the following:



|                                             | July 22,2000                              | October 23,
  1999                  
|-------------------------------------------- | ----------------------------------------- | ------------------------------------
|Raw materials
Work-in-process
Finished goods | $  7,620,100
626,6001,877,900
$10,124,600 | $4,539,800
762,400338,000
$5,640,200

For the purposes of this LIFO calculation, the Company has estimated both the year-end inventory levels and the inflation/deflation that will occur during the fiscal year.

The Company anticipates an increase in its LIFO valuation account as of October 21, 2000. Accordingly, the Company has recorded an increase of $67,500, on a pro rata	basis, in the LIFO reserve during the first nine months of fiscal 2000. During the
first 	nine months of 1999, the Company recorded, on a pro rata basis, an increase of $67,500 in the LIFO reserve. Inventories would have been $1,146,100 higher at July 22, 2000 and $1,078,600 higher as of October 23, 1999, 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

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 resulting from unrealized gains or losses on marketable securities, net of income taxes for the three and nine months ended July 22, 2000 and July 24,
1999 are as follows:



|                                                                           | For the three months ended:
|-------------------------------------------------------------------------- | ---------------------------
|                                                                           | July 22,2000               
|Net income
Unrealized losses on marketable securities
Comprehensive income | $131,300 (200)$131,100     



|                                                                                   | For the nine months ended:
|---------------------------------------------------------------------------------- | --------------------------
|                                                                                   | July 22,2000              
|Net income
Unrealized gains (losses) on marketable securities
Comprehensive income | $610,500(4,100)$606,400   

4.    Long-Term Debt

|                                                                                          | July 22,2000       | October 23,1999
|----------------------------------------------------------------------------------------- | ------------------ | ---------------
|Term Loan with an interest rate of 8.08%, with repayment terms through July 2001.         | $                - | $178,500       
|Term Loan with an interest rate of 8.11%, with repayment terms through June 2002.         | -                  | 163,200        
|Term Loan with an interest rate of 6.46%,with repayment terms through April 2015.         | 4,554,100          | -              
|Term Loan with an interest rate of 6.46%, with repayment terms through April 2007.        | 388,600            | -              
|Capital Lease with an interest rate of 8.75% with repayment terms through September 2001. | 47,6004,990,300    | 75,700417,400  
|Less current portion                                                                      | 279,000            | 192,900        
|Long term debt net of current portion                                                     | $4,711,300         | $224,500       

5.    Property, Plant and Equipment



|                                                                                                                                                                                                              | July 22,2000                                                                        | October 23,1999                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | -------------------------------------------------------------------------
|Land 
Building and building improvements 
Furniture and fixtures
Machinery, patterns and equipment 
Transportation equipment 
Leasehold improvements 
Equipment under capital lease 
Construction in progress | $     969,500
1,603,800
537,000
3,706,500
84,900
20,400
769,2003,505,400
11,196,700 | $     48,000
1,386,100
458,800
3,354,100
51,500
20,400
769,200-
6,088,100
|Less accumulated depreciation                                                                                                                                                                                 | 4,398,100
$  6,798,600                                                              | 4,060,800
$2,027,300                                                     



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

Results of Operations -

Net sales increased by $1,320,400, or 17%, during the third quarter of fiscal 2000 and increased $6,165,700 or 30% for the nine months ended July 22, 2000 as compared to the same periods in fiscal 1999. The increase in net sales is primarily
attributable to higher unit volume of the Company's products. The increased volume is primarily the result of more favorable economic conditions benefiting the pleasure boat industry.

Gross profit increased $164,400 or 9% during the third quarter and increased $1,429,400 or 30% for the nine months ended July 22, 2000 as compared to the same periods in fiscal 1999. As a percentage of net sales, gross profit was 23% during the third
quarter of fiscal year 2000, as compared to 24% for the third quarter of fiscal 1999. Gross profit remained constant at 23%, for the nine months ended July 22, 2000 and July 24, 1999.

Operating expenses increased $454,900 or 36% for the third quarter and $1,101,400 or 29% in the nine months ended July 22, 2000, as compared to the same periods in fiscal 1999. The increase is primarily attributable to the hiring of additional
personnel and related costs to support the increase in net sales and also legal expenses related to the proceedings against one of the Company's suppliers.  As a percentage of net sales, operating expenses were 19% in the third quarter of fiscal 2000 and
17% in the third quarter of fiscal 1999. For the nine months ended July 22, 2000 and July 24, 1999 operating expenses as a percentage of net sales remained unchanged at 18%.

Net interest expense, net of $76,900 which has been capitalized to construction period costs for both the three and nine months ended, increased $60,000 during the third quarter and increased $121,900 for the nine months ended July 22, 2000 as
compared to the same periods in fiscal 1999. The increase in interest expense in the third quarter and the nine months ended July 22, 2000 is primarily due to a higher outstanding balance on the line of credit.

Other expense for the nine months ended July 22, 2000 is comprised of the realized losses from the sale of certain investments relating to the deferred compensation agreement. This loss is offset by a benefit in operating expenses. The gains of
$407,800 for the nine months ended July 24, 1999 are from the liquidation of marketable securities.

For the third quarter ended July 22, 2000, the Company reported net income of $131,300, compared to a net income of $319,100 for the same period in fiscal 1999. For the nine months ended July 22, 2000, the Company reported net income of $610,500 as
compared to net income of $789,200 for the nine months ended July 24, 1999. The decrease in net income for both the quarter and nine months ended July 22, 2000 as compared with the same periods in fiscal 1999 is primarily attributable to the increase in
operating expenses and also from the gains realized in fiscal 1999 associated with the liquidation of marketable securities.



WESTERBEKE CORPORATION AND SUBSIDIARY

Liquidity and Capital Resources

During the nine months ended July 22, 2000, net cash used by operations was $3,029,100 compared to net cash provided of $507,900 for the nine months ended July 24, 1999. Net inventory increased $4,203,200 during the nine months ended July 22,
2000, as compared to the same period in fiscal 1999. The increase in net inventory is to support the increase in net sales.

During the nine months ended July 22, 2000, the Company purchased property, machinery and equipment of $5,108,600, which includes $76,900 of capitalized construction period costs. The Company plans to spend approximately $1,400,000 more on equipment
and building improvements 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 will enable the Company to consolidate its current 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 estate portion of the loan is $4,600,000 for fifteen years at a
fixed rate of 6.46%. The equipment portion of the loan is $400,000 for seven years at a fixed rate of 6.46%. The aggregate cost of the facility and related improvements (excluding equipment and moving expenses) is estimated to be $5,200,000. The Company
does not anticipate any material disruption to its normal operation during this transition period. It is anticipated that by the fall of 2000 the Company will be fully operating from its new location, although there can be no assurance that delays or
disruptions to operations will not occur.

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. Proceeds from the Credit Agreement were used to repay the
Company's outstanding borrowings with Citizens Bank of Massachusetts. At July 22, 2000, the Company had $2,200,000 in outstanding borrowings under the Credit Agreement and approximately $563,200 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 the Bank's 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 2000.

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). 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 nine months of fiscal 2000.

This Quarterly Report on Form 10-Q may contain forward-looking information about the Company. The Company is hereby setting forth statements identifying important factors that may cause the Company's actual results to differ materially from those
set forth in any forward-looking statements made by the Company. Some of the most significant factors include: an unanticipated down-turn in the recreational boating industry resulting in lower demand for the Company's products; the unanticipated loss of,
or decline in sales to, a major customer; the unanticipated loss of a major supplier; the inability of the Company to effect required modifications of its products to meet governmental regulations with respect to emission standards; foreign currency
fluctuations resulting in cost increases to the Company for its foreign supplied components; and any unforeseen inefficiencies arising from the transition to the new facility. 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.

Investment Price Risk

The value of the Company's investment portfolio at July 22, 2000 is stated at market value.

Interest Rate Risk

The Company has no interest rate exposure on its long-term debt as the interest rate is fixed. Management believes the carrying value of the long-term debt approximates the fair market value at July 22, 2000.

Part II.    Other Information

Item 1    Legal Proceedings

The Company has initiated arbitration with the American Arbitration Association in New York against Daihatsu Motor Company, Ltd. ("Daihatsu") for breach of contract and other claims. The Company is seeking damages based on Daihatsu's breach of a
Component Sales Agreement which also granted the Company rights to certain engines including an engine Daihatsu began marketing in 1993 through a joint venture with Briggs & Stratton Corporation. In a separate but related case pending in the Federal
District Court for the District of Massachusetts, the Company is seeking damages from Briggs & Stratton Corporation for tortious interference with the Company's Agreement with Daihatsu and other related claims.

Item 2    Changes in Securities

None to report

Item 3    Default Upon Senior Securities

None to report

Item 4    Submissions of Matters to a Vote of Security Holders

None to report

Item 5    Other Information

None to report

Item 6    Exhibits and Reports on Form 8-K

(a)    Exhibits

10 (a) Loan and Security Agreement dated June 26, 2000 between the Company and

Brown Brothers Harriman & Co.

10 (b) Revolving Credit Note dated June 26, 2000 between the Company and

Brown Brothers Harriman & Co.

27 Financial Data Schedule for the nine months ended July 22, 2000

(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    August 29, 2000 | /s/ John H. Westerbeke, Jr.John H. Westerbeke, Jr.Chairman of the Board,President and PrincipalExecutive Officer                               
|Dated    August 29, 2000 | /s/ Carleton F. Bryant IIICarleton F. Bryant IIIExecutive Vice President,Chief Operating Officer
and Principal Financial
and Accounting Officer