We report ASCA GIS and SIS observations of the nearby ( D = 11.6 Mpc ) , nearly edge-on , starburst galaxy NGC 2146 . These X-ray spectral data complement ROSAT PSPC and HRI imaging discussed by Armus et al. , 1995 . The broad band ( 0.6-9 keV ) X-ray spectrum of NGC 2146 is best described by a two component model : the soft X-ray emission with a Raymond-Smith thermal plasma model having a temperature of kT \sim 0.8 keV ; the hard X-ray emission with a thermal plasma model having kT \sim 8 keV or a power-law model having a photon index of \sim 1.7 . We do not find compelling evidence of substantial excess absorption above the Galactic value . The total luminosities of NGC 2146 in the soft ( 0.5 - 2.0 keV ) , hard ( 2-10 keV ) and broad ( 0.5-10.0 keV ) energy bands are \sim 1.3 \times 10 ^ { 40 } , \sim 1.8 \times 10 ^ { 40 } and \sim 3.1 \times 10 ^ { 40 } ergs sec ^ { -1 } , respectively . The soft ( hard ) thermal component provides about 30 % ( 70 % ) of the total luminosity in the 0.5 - 2.0 keV energy band , while in the 2-10 keV energy range only the hard component plays a major role . The spectral results allow us to set tighter constraints on the starburst-driven superwind model , which we show can satisfactorily account for the luminosity , mass , and energy content represented by the soft X-ray spectral component . We estimate that the mass outflow rate ( \sim 9 M _ { \odot } per year ) is about an order of magnitude greater than the predicted rate at which supernovae and stellar winds return mass into the interstellar medium and , therefore , argue that the flow is strongly “ mass-loaded ” with material in and around the starburst . The estimated outflow velocity of the hot gas is close to the escape velocity from the galaxy , so the fate of the gas is not clear . We suggest that the hard X-ray spectral component is due to the combined emission of X-ray binaries and/or young supernovae remnants associated with the starburst .