8-K

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                     SECURITIES AND EXCHANGE COMMISSION


                           Washington, D.C. 20549


                                  FORM 8-K

                               CURRENT REPORT


   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



    Date of Report (Date of earliest event reported):  September 26, 2003



                           WESTERBEKE CORPORATION
           (Exact name of Registrant as specified in its Charter)


          Delaware                 0-15046                  04-1925880
(State or other Jurisdiction)    (Commission               (IRS Employer
      of Incorporation)         File Number)            Identification No.)


                       Myles Standish Industrial Park
                            150 John Hancock Road
                              Taunton, MA 02780
                  (Address of principal executive offices)


     Registrant's telephone number, including area code:  (508) 823-7677




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ITEM 5.  Other Events.

       On September 26, 2003, the special committee of the board of
directors of Westerbeke Corporation (the "Company") received from Valley
Detroit Diesel Allison ("VDDA"), a potential strategic acquiror of the
Company, a letter, dated September 26, 2003, offering to conduct a tender
offer to purchase all of the outstanding common stock of the Company at a
price of $3.75 per share.  The offer was conditioned upon at least 90% of
the outstanding shares of common stock of the Company being tendered in the
tender offer and certain other conditions.  The VDDA offer is attached
hereto as Exhibit 99.1. The special committee spoke with John H.
Westerbeke, Jr. ("Mr. Westerbeke"), the Company's Chairman, Chief Executive
Officer and President, and the beneficial holder of a majority of the
Company's outstanding common stock (through Westerbeke Acquisition
Corporation ("Acquisition")) on October 6, 2003 with respect to that offer.
In the discussion with the special committee, Mr. Westerbeke stated that he
would not sell the shares of the Company's common stock held by Acquisition
and beneficially owned by Mr. Westerbeke (through Acquisition) pursuant to
the offer presented.  In the same discussion, Mr. Westerbeke also stated
that he would not agree to an increase in the $3.00 per share merger
consideration and that he had not decided at that time whether to extend
the October 31, 2003 date set forth in Section 9.01(c) of the Agreement and
Plan of Merger between the Company and Acquisition (after which either
party may terminate the merger agreement if the merger has not been
consummated).

       On October 6, 2003, the members of the special committee met and
voted unanimously that the Company not pursue the latest VDDA offer.  The
basis of the special committee's determination was that under the terms of
the offer, the proposed acquisition would require the tender of at least
90% of the shares of the Company's outstanding common stock, and such
condition could not be achieved given Mr. Westerbeke's stated unwillingness
to tender the shares of the Company's common stock beneficially owned by
him (through Acquisition) in connection with the offer.  The special
committee determined that it would be imprudent to expend the Company's
resources pursuing a transaction that could not be consummated.  Counsel
for the special committee subsequently informed counsel for VDDA by
telephone of the rejection of the offer by the special committee.  In the
same telephone conversation, counsel for the special committee pointed out
to counsel for VDDA that the VDDA proposal incorrectly describes as an
appraisal the fairness opinion provided by Stout Risius Ross, Inc. in
connection with the Company's merger with Acquisition.  Also in the same
telephone conversation, counsel for the special committee proposed to
counsel for VDDA that VDDA remove the 90% tender condition in its proposal
and/or offer to purchase the shares of the Company's outstanding common
stock beneficially held by stockholders other than Mr. Westerbeke.  On
October 13, 2003, the Chairman of the special committee sent a letter,
dated October 13, 2003, to VDDA confirming to VDDA the position of Mr.
Westerbeke and the resulting determination and proposal by the special
committee set forth above.





ITEM 7.  Financial Statements And Exhibits.

      (c)   Exhibits.  The following exhibits are filed with this report:

      99.1  Offer of VDDA, dated September 26, 2003.


  3


                                  SIGNATURE

      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 hereunto duly authorized.


                                       WESTERBEKE CORPORATION

Date:  October 22, 2003
                                       By: /s/ Gregory Haidemenos
                                           --------------------------------
                                           Gregory Haidemenos
                                           Principal Financial and
                                            Accounting Officer


  4

EX-99

                                                               Exhibit 99.1

Valley
Detroit Diesel
Allison
425 South Hacienda Boulevard, City of Industry, California 91745
(626) 333-1243  FAX (626) 369-7096


FEDERAL EXPRESS
- ---------------


September 26, 2003


James W. Storey
Chair of the Special Committee of the Board of Directors
Westerbeke Corporation
Three Saddle Ridge Road
Dover, Mass. 02030


RE:   New and Increased Offer by Valley Detroit Diesel Allison ("VDDA") to
      Purchase the Stock of Westerbeke Corporation


Dear Mr. Storey:

      We understand that the special committee of the board of directors of
Westerbeke Corporation (the "Special Committee") has again recommended the
acceptance of Westerbeke Acquisition Corporation's ("WAC") May 2, 2003
offer of $3.00 per share and is the basis for the September 19, 2003
preliminary proxy filing with the Securities and Exchange Commission
("SEC").

      The appraisal contained in that preliminary proxy filing, and a
stated basis for your  Special Committee's most recent recommendation,
contains poor comparables and is out of date. This appraisal was prepared
in April 2003, before Montgomery made its offer at $3.50 per share and
before VDDA made the following three proposals: (1) to purchase WTBK's
assets at $3.45 per share, (2) to purchase WTBK's assets at $3.60 per share
and (3) to purchase the shares of WTBK at $3.70 per share.  We respectfully
submit that an appraisal that does not consider contemporaneous,
unsolicited offers from unrelated and willing buyers for the shares being
valued ignores the very definition of fair market value.

      Therefore, it is VDDA's recommendation that the April appraisal filed
with the preliminary proxy, and upon which your Special Committee relied,
be updated for the reasons referred to above and for the information
contained in this proposal.  The price contained in WAC's pending offer
from May 2, 2003 is approximately $1.5 million below the terms set forth in
this new and increased offer by VDDA.  The duty of the Special Committee is
to recommend the best and fair offer.  How will the marketplace, the
public, the other shareholders and the SEC interpret a recommendation by
the Special Committee calling for the acceptance of an offer that is
obviously inferior?



                              Distributor for:
               DETROIT DIESEL CORPORATION   DEUTZ CORPORATION
ELECTRO-MOTIVE & ALLISON TRANSMISSION, DIVISIONS OF GENERAL MOTORS CORPORATION





Valley

James W. Storey
New and Increased Offer to Purchase Stock of Westerbeke
September 26, 2003
Page 2

      Valley Detroit Diesel Allison ("VDDA or we") is, therefore, proposing
to the Special Committee a new offer to purchase at least ninety (90%)
percent of the outstanding stock of WTBK, on the terms and conditions set
forth in this letter.  The terms of the proposal set forth in this letter
are conditioned upon the assets and liabilities of WTBK being substantially
consistent with the assets and liabilities disclosed on WTBK's third
quarter financial statement set forth in the Form 10Q dated as of July 26,
2003.  Upon acceptance of our offer by the Special Committee, we would
require a reasonable period with which to complete our due diligence review
of WTBK's business, assets and liabilities.

      1.  VDDA will pay WTBK the sum of $3.75 in cash at closing multiplied
by the number of shares of WTBK common stock tendered.  As noted, VDDA's
obligation to close the transaction would be conditioned on the tender of
at least 90% of the outstanding shares.

      2.  VDDA's proposed offer is based on the total of WTBK's liabilities
being substantially as stated on WTBK's balance sheet, in the approximate
amount of $6.5 million (based on WTBK's third quarter 2003 Form 10Q dated
as of July 26, 2003).

      3.  WTBK would retain through the closing all of the assets on the
WTBK balance sheet and all of WTBK's off-balance sheet assets and
intangibles, including but not limited to intellectual property, service
marks, trademarks, patents, copyrights, as well as any rights, claims and
choses in action.  The assets will be held at all times by WTBK free and
clear of all secured and unsecured debts, mortgages, pledges, liens,
charges, security interests, encumbrances and obligations of any kind or
nature whatsoever.

      4.  WTBK will agree, if so requested by VDDA, to join VDDA in an
election under Section 338(h)(10) of the Internal Revenue Code and if
necessary any analogous state tax provision.

      5.  Our offer is conditioned on the approval of this proposal by the
Special Committee and the unanimous approval of WTBK's non-employee members
of the board of directors.

      6.  Once our proposal receives the approval of the Special Committee
and the non-employee directors, VDDA would prepare and file the appropriate
filings with the SEC for the purchase of the shares.

      7.  We will conduct our due diligence as quickly as possible.  We
request immediate access to WTBK to obtain (a) interviews with key
employees, management and WTBK advisors, (b) an accounting and records due
diligence, and (c) customary legal and environmental review.





Valley

James W. Storey
New and Increased Offer to Purchase Stock of Westerbeke
September 26, 2003
Page 3

      8.  We will enter into a standard form non-disclosure agreement in a
form acceptable to WTBK's counsel prior to commencing our due diligence
review.

      9.  The terms of this proposal will not be changed, and is subject to
the agreement of the Special Committee and WTBK's non-employee directors to
the foregoing terms, the successful completion of our due diligence review
and the tender of the requisite number of shares.

      10.  We are ready to perform financially and are willing to provide
you with substantiation upon request.

      11.  Based on the terms outlined in this letter, upon the tender of
the requisite number of shares, the parties will proceed to negotiate a
mutually satisfactory stock purchase agreement (the "Definitive
Agreement").  The Definitive Agreement will contain terms, conditions,
representations, warranties, covenants and non-competition provisions
customary and appropriate for the type of transaction contemplated.

      12.  Between the date of this letter and the closing date of the
Definitive Agreement, WTBK will have conducted its business and affairs
only in the ordinary and usual course, will not have engaged in any
activity or entered into any transaction outside of the ordinary and usual
course of business and will not have increased the compensation of any
director or officer or of any other employee, contractor or other person or
entity.  Prior to the Closing Date, WTBK shall preserve and keep intact its
business organization, to keep available to WTBK the services of its
present employees and contractors, including its officers, and to preserve
for VDDA the good will of the contractors, customers, suppliers, creditors
and others having business relations with WTBK.   In particular, WTBK will
not transfer or sell any of its assets other than retail sales in the
ordinary course of business.

      13.  This letter states VDDA's proposal to the Special Committee and
is not itself a tender offer, which is conditioned on the approvals of the
Special Committee and WTBK's non-employee directors.  This letter does not
set forth all of the matters upon which agreement must be reached in order
for the proposed transaction to be consummated.

      Our terms, as set forth above, offer several collateral benefits for
the WTBK shareholders, including (a) higher net proceeds to the WTBK
shareholders, (b) the lowering of costs associated with the acquisition,
(c) the elimination of potential liabilities and (d) improvement of (rather
than harming) the defendant's position in the lawsuit arising from the
terms of Westerbeke Acquisition Corporation's ("WAC") offer to acquire the
shares of WTBK.  We believe our offer will result in a substantially
greater economic benefit to all of the shareholders of WTBK without
exposing them to any higher risk or detriment.  In addition we strongly
believe that VDDA brings significant resources and collateral benefits to
the operations





Valley

James W. Storey
New and Increased Offer to Purchase Stock of Westerbeke
September 26, 2003
Page 4


of WTBK including its employees.  It is VDDA's intent to restore the
operations of WTBK to profitability through the utilization of its existing
plant.

      The Agreement and Plan of Merger obligates your committee to
recommend to the shareholders the "Superior Acquisition Proposal".  Our
proposal is demonstrably better than the offer from WAC and it will
"provide greater value to the Company's stockholders than the transaction
contemplated by the Agreement and Plan of Merger."  Our proposal provides
25.00% greater value or approximately $1.5 million more than the
transaction contemplated by the current Agreement and Plan of Merger.

      We are ready, willing and able to consummate the proposal set forth
in this letter.  We urge your committee to discharge its duty in good faith
to obtain the fair price for WTBK's assets and accept our superior
acquisition proposal.

      We would like to afford you a reasonable opportunity to consider our
proposal.  We therefore will hold this offer open through 3 P.M. (EDT)/12
P.M. (PDT) on Tuesday October 14, 2003 for you to let us know your response
to this proposal for VDDA to offer to acquire the stock of WTBK.


                                       Very truly yours,

                                       VALLEY DETROIT DIESEL ALLISON


                                       By: /s/ Michael P. Barnett
                                           --------------------------------
                                               Michael P. Barnett
                                               President

Accepted and Agreed to:

WESTERBEKE CORPORATION


By: _________________________


Date: _______________________