  We present an X-ray spectral and spatial analysis of the composite
starburst/Seyfert galaxy NGC 1365. Excellent fits of the ROSAT PSPC spectrum
are obtained by combining a soft thermal component with a hard powerlaw. The
hard component may be either seen directly or can be explained by scattering of
the AGN powerlaw at circumnuclear warm high-column-density gas. A compilation
of the multi-wavelength properties of NGC 1365 and comparison with hard X-ray
selected AGNs shows that the hard component of NGC 1365 is too faint compared
to its broad Balmer line components challenging simple unified models.
According to analytical estimates, supernova driven outflow can fully account
for the X-ray luminosity in the Raymond-Smith component if the observed IR
emission is mainly provided by the central starburst. We do not find obvious
optical counterparts for three faint PSPC sources south of the nucleus. In
particular, there is no coincidence with the two supernovae reported in NGC
1365.
  With the ROSAT HRI data, we have precisely located the extraordinary
southwest X-ray source NGC1365-X1 which falls on one of the subordinate spiral
arms. The source is found to be highly variable (a factor about 10) on the
timescale of months. Intrinsic to NGC 1365, its huge luminosity makes it
exceptional among stellar X-ray sources. At present, the most likely
interpretation seems to be an ultra-powerful X-ray binary.
