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<SEC-DOCUMENT>0001188112-04-000301.txt : 20040309
<SEC-HEADER>0001188112-04-000301.hdr.sgml : 20040309
<ACCEPTANCE-DATETIME>20040309162210
ACCESSION NUMBER:		0001188112-04-000301
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040309

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARINE PRODUCTS CORP
		CENTRAL INDEX KEY:			0001129155
		STANDARD INDUSTRIAL CLASSIFICATION:	SHIP & BOAT BUILDING & REPAIRING [3730]
		IRS NUMBER:				582572419
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16263
		FILM NUMBER:		04657731

	BUSINESS ADDRESS:	
		STREET 1:		2170 PIEDMONT ROAD NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30324
		BUSINESS PHONE:		4043212140

	MAIL ADDRESS:	
		STREET 1:		2170 PIEDMONT ROAD NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30324
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>t10k-1773b.txt
<DESCRIPTION>10-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-K

(Mark One)

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

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                       -----------------------------------

                           Commission File No. 1-16263
                           MARINE PRODUCTS CORPORATION

         DELAWARE                                        58-2572419
(STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             2170 PIEDMONT ROAD, NE
                             ATLANTA, GEORGIA 30324
                                 (404) 321-7910

           Securities registered pursuant to Section 12(b) of the Act:

      TITLE OF EACH CLASS              NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, $0.10 PAR VALUE                   AMERICAN STOCK EXCHANGE

           Securities registered pursuant to section 12(g) of the Act:
                                      NONE

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
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act):[X] Yes [ ] No

The aggregate market value of Marine Products Corporation Common Stock held by
non-affiliates on June 30, 2003, the last business day of the registrant's most
recent second fiscal quarter, was $56,547,663 based on the closing price on the
American Stock Exchange on June 30, 2003 of $10.85 per share.

Marine Products Corporation had 25,792,725 (adjusted for the three-for-two stock
split payable March 10, 2004) shares of Common Stock outstanding as of February
27, 2004.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

                       Documents Incorporated by Reference

Portions of the Proxy Statement for the 2004 Annual Meeting of Stockholders of
Marine Products Corporation are incorporated by reference into Part III, Items
10 through 14 of this report.

<PAGE>

                                     PART I

References in this document to "we," "our," "us," "Marine Products," or "the
Company" mean Marine Products Corporation ("MPC") and its subsidiaries,
Chaparral Boats, Inc. ("Chaparral") and Robalo Marine LLC ("Robalo"),
collectively or individually, except where the context indicates otherwise.

FORWARD-LOOKING STATEMENTS

Certain statements made in this report that are not historical facts are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements may include, without limitation,
statements that relate to our business strategy, plans and objectives, and our
beliefs and expectations regarding future demand for our products and services
and other events and conditions that may influence our performance in the
future.

The words "may," "should," "will," "expect," "believe," "anticipate," "intend,"
"plan," "believe," "seek," "project," "estimate," and similar expressions used
in this document that do not relate to historical facts are intended to identify
forward-looking statements. Such statements are based on certain assumptions and
analyses made by our management in light of its experience and its perception of
historical trends, current conditions, expected future developments and other
factors it believes to be appropriate. We caution you that such statements are
only predictions and not guarantees of future performance and that actual
results, developments and business decisions may differ from those envisioned by
the forward-looking statements. See "Risk Factors" below.

ITEM 1. BUSINESS

Marine Products manufactures fiberglass motorized boats distributed and marketed
through its independent dealer network. Marine Products' product offerings
include Chaparral sterndrive and inboard pleasure boats and Robalo outboard
sport fishing boats.

ORGANIZATION
Marine Products is a Delaware corporation, incorporated on August 31, 2000, in
connection with a spin-off from RPC, Inc. (NYSE: RES) ("RPC"). Effective
February 28, 2001, RPC accomplished the spin-off by contributing 100 percent of
the issued and outstanding stock of Chaparral to Marine Products, a newly formed
wholly-owned subsidiary of RPC, and then distributing the common stock of Marine
Products to RPC stockholders. As part of the transaction, RPC's stockholders
received 0.6 shares of Marine Products common stock for every one share of RPC
common stock owned as of February 16, 2001, the record date for the spin-off.

OVERVIEW
Marine Products Corporation designs, manufactures and sells recreational
fiberglass powerboats in the sportboat, deckboat, cruiser, and sport fishing
markets. The Company sells its products to a network of 161 domestic and 19
international independent authorized dealers. Marine Products' mission is to
enhance its customers' boating experience by providing them with high quality,
innovative powerboats. The Company intends to remain a leading manufacturer of
recreational powerboats for sale to a broad range of consumers worldwide.

The Company manufactures Chaparral sterndrive and inboard-powered sportboats,
deckboats, and cruisers, and the most recent available industry statistics
[source: Statistical Surveys, Inc. report dated June 30, 2003] indicate that
Chaparral is the third largest manufacturer of 18 to 35 foot sterndrive boats in
the United States. Chaparral was founded in 1965 in Ft. Lauderdale, Florida.
Chaparral's first boat was a 15-foot tri-hull design with a retail price of less
than $1,000. Over time the Company grew by offering exceptional quality and
consumer value. In 1976, Chaparral moved to Nashville, Georgia, where a
manufacturing facility of a former boat manufacturing company was available for
purchase. This provided Chaparral an opportunity to obtain additional
manufacturing space and access to a trained work force. With 38 years of
boatbuilding experience, Chaparral continues to improve the design and
manufacturing of its product offerings to meet the growing needs of
discriminating recreational boaters. Chaparral's management team has focused on
improvements in manufacturing efficiency and refinement of product offerings.

Marine Products Corporation also manufactures and sells Robalo sport fishing
boats, which are powered by outboard engines and designed primarily for salt
water sport fishing. The Company's ownership of Robalo is the

                                        2
<PAGE>

result of the acquisition, in June 2001, of certain operating and intangible
assets of Robalo, formerly a segment of the U.S. Marine division of Brunswick
Corporation. This transaction also included the purchase of the Wahoo!(TM) trade
name. The purchase price was funded using available cash and has been accounted
for using the purchase method of accounting.

After the acquisition by Marine Products, Robalo began production of two 23-foot
models and made its first sales during the fourth quarter of 2001. Since that
time, Robalo has expanded its product offerings to include a total of eight
models ranging from 19 feet to 26 feet in length. Net sales of the Robalo
products accounted for over six percent of total fiscal 2003 net sales. The
Company believes that Robalo's share of the outboard sport fishing boat market
is less than one percent.

Robalo was founded in 1969 and its first boat was a 19-foot center console
salt-water fishing boat, among the first of this type of boat to have an
"unsinkable" hull. Robalo was acquired by U.S. Marine and relocated to
Tallahassee, Florida in 1991. During 2000, Robalo produced and sold
approximately 600 units. With the downturn in the boating industry in 2000, U.S.
Marine ceased production of Robalo boats in early 2001, prior to Robalo's
purchase by Marine Products. Following the acquisition, Marine Products moved
the operating assets of Robalo from Tallahassee, Florida to a manufacturing
facility in Valdosta, Georgia.

PRODUCTS
Marine Products offers a comprehensive range of motorized recreational boats.
Marine Products distinguishes itself by offering a wide range of products to the
family recreational market and cruiser market through its Chaparral brand, and
to the sport fishing market through its Robalo brand.
The following table provides a brief description of each of our brands and its
particular market focus:

<TABLE>
<CAPTION>

                                                               APPROXIMATE
                               NUMBER OF       OVERALL           RETAIL
           BRAND                MODELS         LENGTH          PRICE RANGE                    DESCRIPTION
- ---------------------------  -------------  --------------  ------------------ -----------------------------------------
<S>                          <C>            <C>              <C>               <C>
Chaparral -                        7           24'-35'          $54,000 -      Fiberglass, accommodation-focused
Signature Cruisers                                              $230,000       cruisers. Marketed to experienced boat
                                                                               owners through trade magazines and boat
                                                                               show exhibitions.

 Chaparral -                      13           18'-28'          $18,000 -      Fiberglass bowriders and closed deck
 SS Sportboats                                                  $103,000       runabouts. Encompasses affordable,
                                                                               entry-level to mid-range sportboats.
                                                                               Marketed as high value runabouts for
                                                                               family groups.

 Chaparral -                       7           21'-28'          $33,000 -      Fiberglass deckboats. Encompasses
 Sunesta Deckboats                                              $60,000        affordable, entry-level to mid-range
                                                                               deck boats. Marketed as high value
                                                                               family pleasure boats with the
                                                                               handling of a runabout, the style
                                                                               of a sportboat and the roominess
                                                                               of a cruiser.

 Robalo -                          9           19'-26'          $25,000 -      Sport fishing boats for large
 Sport Fishing Boats                                            $125,000       freshwater lakes or saltwater use.
                                                                               Marketed to experienced fishermen.
</TABLE>

MANUFACTURING
Marine Products' manufacturing facilities are located in Nashville, Georgia and
Valdosta, Georgia. Marine Products utilizes seven different plants to, among
other things, manufacture interiors, design new models, create fiberglass hulls
and decks, and assemble various end products. Quality control is conducted
throughout the manufacturing process. When fully assembled and inspected, the
boats are loaded onto either company-owned trailers or third-party marine
transport trailers for delivery to dealers.

                                       3
<PAGE>

The manufacturing process begins with design of a product to meet dealer and
customer needs. Plugs are constructed in the research and development phase from
designs. Plugs are used to create a mold from which prototype boats can be
built. Adjustments are made to the plug design until acceptable parameters are
met. The final plug is used to create the necessary number of production molds.
Molds are used to produce the fiberglass hulls and decks. Fiberglass components
are made by applying the outside finish or gel coat to the mold. Then numerous
layers of fiberglass and resin are applied during the lamination process over
the gel coat. After curing, the hulls and deck are removed from the molds and
are trimmed and prepared for final assembly, which includes the installation of
electrical and plumbing systems, engines, upholstery, accessories and graphics.

In 2002, Chaparral became ISO 9001: 2000 certified. ISO 9001: 2000 is an
international designation of design, manufacturing, and customer service
processes. ISO 9001: 2000 surpasses previous ISO designations. The audit process
was conducted by Det Norske Veritas (DNV) as registrar. The Company believes
that Chaparral is the largest boat manufacturer that does not design and
construct its own engines in addition to being the second largest boat
manufacturing brand to hold the ISO 9001: 2000 certification.

SUPPLIERS
Marine Products' two most significant components used in manufacturing boats,
based on cost, are engines and fiberglass. For each of these, there is currently
an adequate supply available in the market. Marine Products has not experienced
any material shortages in any of these products. Temporary shortages, when they
do occur, usually involve manufacturers switching model mixes or introducing new
product lines. Marine Products obtains most of its fiberglass from a leading
domestic supplier. Marine Products believes that there are several alternative
suppliers if this supplier fails to provide adequate quantities at acceptable
prices.

Marine Products does not manufacture the engines installed in its boats. Engines
are generally specified by the dealers at the time of ordering, usually on the
basis of anticipated customer preferences or actual customer orders. Sterndrive
engines for the Chaparral brand are purchased through the American Boat Builders
Association ("ABA"), which has entered into engine supply arrangements with
Mercury Marine and Volvo Penta, the two currently existing suppliers of
sterndrive engines. These arrangements contain incentives and discount
provisions, which may reduce the cost of the engines purchased, if specified
purchase volumes are met during specified periods of time. Although no minimum
purchases are required, Marine Products expects to continue purchasing
sterndrive engines through the ABA on a voluntary basis in order to receive
volume-based purchase discounts. Marine Products does not have a supply contract
with the ABA. Marine Products has engine supply contracts for its Robalo product
line with Mercury, Honda, and Yamaha. These engine supply arrangements were not
negotiated through the ABA. See "Growth Strategies" below.

In the event of a sudden interruption in the supply of engines from these
suppliers, our sales and profitability could be negatively impacted.

SALES AND DISTRIBUTION
Sales are made through approximately 145 Chaparral dealers and 32 Robalo dealers
located in markets throughout the United States. Sixteen of these dealers sell
both brands. Dealers market directly to consumers at boat shows and in the
dealers' showrooms. Marine Products also has 19 international dealers. Most of
our dealers inventory and sell boat brands manufactured by other companies,
including some that compete directly with our brands. The territories served by
any dealer are not exclusive to the dealer; however, Marine Products uses
discretion in establishing relationships with new dealers in an effort to
protect the interests of the existing dealers. Marine Products' seven
independent field sales representatives call upon existing dealers and develop
new dealer relationships. The field sales force is directed by a National Sales
Coordinator, who is responsible for developing a full dealer distribution
network for the Company's products. The marketing of boats to retail customers
is primarily the responsibility of the dealer. Marine Products supports dealer
marketing efforts by supplementing local advertising, sales and marketing follow
up in boating magazines, and participation in selected regional, national, and
international boat shows. The largest Marine Products dealer accounts for less
than 10 percent of annual net sales.

Marine Products continues to seek new dealers in many areas throughout the U.S.,
Europe, South America, Asia and the Middle East. In general, Marine Products
requires payment in full before it will ship a boat overseas. Consequently,
there is no credit risk associated with its foreign sales or risk related to
foreign currency

                                       4
<PAGE>

fluctuation. Marine Products believes that within several years, foreign sales
could produce additional sales growth.

Marine Products' sales orders are based on strong interest by its dealers.
Although orders are cancelable at any time, substantially all boats are pre-sold
to a dealer before entering the production line. Historically, dealers have in
most cases taken delivery of all their orders. The Company attempts to ensure
that its dealers do not accept an excessive amount of inventory by monitoring
their inventory levels and scheduling production with very short lead times in
order to maintain flexibility, in the event that adjustments need to be made to
the inventory that the dealers initially ordered. In the past, Marine Products
has been able to resell any boat for which the order has been cancelled. To
date, cancellations have not had a material effect on Marine Products.

Most of Marine Products' domestic shipments are made pursuant to commercial
dealer "floor plan financing" programs in which Marine Products' subsidiaries
participate on behalf of their dealers with several major third-party financing
institutions. Under these arrangements, a dealer establishes lines of credit
with one or more third-party lenders for the purchase of inventory for sales to
retail customers in the show room or boat shows. When a dealer purchases and
takes delivery of a boat pursuant to a floor plan arrangement, it draws against
its line of credit and the lender pays the invoice cost of the boat directly to
Marine Products, generally, within 10 business days. When the dealer in turn
sells the boat to a retail customer, the dealer repays the lender, thereby
restoring its available credit line. Each dealer's floor plan credit facilities
are secured by the dealer's inventory, letters of credit, and perhaps other
personal and real property. Most dealers maintain financing arrangements with
more than one lender. In connection with the dealer's floor plan arrangements
with qualifying providers, Marine Products or its subsidiaries has agreed to
repurchase any of its boats, up to specified limits, which the lender
repossesses from a dealer and returns to Marine Products in a "like new"
condition. In the event that a dealer defaults under a credit line, the lender
may then invoke the manufacturers' repurchase agreements with respect to that
dealer. In that event, all repurchase agreements of all manufacturers supplying
a defaulting dealer are generally invoked regardless of the boat or boats with
respect to which the dealer has defaulted. As of December 31, 2003, Marine
Products' aggregate obligation to repurchase boats under these floor plan
financing programs described above was approximately $4,000,000. Unlike Marine
Products' obligation to repurchase boats repossessed by lenders, Marine Products
is under no obligation to repurchase boats directly from dealers. Marine
Products does not sponsor financing programs to the consumer; any consumer
financing promotions for Chaparral or Robalo boats would be the responsibility
of the dealer.

Marine Products' dealer incentive programs are designed to promote early
replenishment of the stock in dealer inventories depleted throughout the prime
spring and summer selling seasons, to stabilize Marine Products' manufacturing
between the peak and off-peak periods, and to promote sales of certain products.
For the 2004 model year (which commenced July 1, 2003), Marine Products offered
its dealers several incentive programs based on dollar volumes and timing of
dealer purchases. One program offered discounts, protection against model year
price increases, and payment of floor plan financing interest charged by
qualified floor plan providers to dealers generally through April 1, 2004 based
on volumes and timing of purchases throughout the model year. After the free
interest programs end, interest costs revert to the dealer at the rates set by
the lender. The dealers make curtailment payments (principal payments) on the
boats as set forth in the floor plan agreements between the dealer and their
particular commercial lender. In addition, Marine Products periodically conducts
sales promotion programs designed to increase sales of a particular product
during specific periods of a given model year.

These various sales incentives and promotions have resulted in relatively level
month-to-month production and sales. Similar sales incentive and promotion
programs have been in effect during the past several years, and Marine Products
expects to continue to offer these types of programs in the future.

As of December 31, 2003, the sales order backlog was 1,933 units with estimated
gross sales of approximately $53,769,000. This represents an approximate 14 week
backlog based on recent production levels. The Company is able to avoid
manufacturing a significant number of boats for inventory by monitoring dealer
inventories, retail boat sales and boat show attendance, and making inquiries of
its sales representatives and third party floor plan lenders, and then adjusting
its production levels based on this information, in order to manufacture boats
in response to immediate demand. Boats are occasionally manufactured for
inventory rather than immediate delivery because the number of boats required
for immediate shipment is not always the most efficient number of boats to
produce in a given production schedule.

                                       5
<PAGE>

RESEARCH AND DEVELOPMENT
Essentially the same technologies and processes are used to produce fiberglass
boats by all boat manufacturers. The most common method is open-face molding.
This is usually a labor-intensive, manual process whereby employees hand spray
and apply fiberglass and resin in layers on open molds to create boat hulls,
decks and other smaller fiberglass components. This process can result in
inconsistencies in the size and weight of parts, which may lead to higher
warranty costs. A single open-face mold is typically capable of producing
approximately three hulls per week.

Chaparral has been a leading innovator in the recreational boating industry. One
of Chaparral's most innovative designs is the full-length "Extended V-Plane"
running surface. Typically, sterndrive boats have a several foot gap on the
bottom rear of the hull where the engine enters the water. With Chaparral's
design, the running surface extends the full length to the rear of the boat. The
benefit of this innovation is more deck space, better planing performance and a
more comfortable ride. All of Chaparral's models have the "Extended V-Plane"
running surface. Although the basic hull designs are similar, Chaparral
introduces a variety of new models each year. New models are generally in
production for only a few years before being replaced, updated, or discontinued.

Robalo's hulls utilize the Hydro LiftTM hull design. This variable dead rise
hull design provides a smooth ride in rough conditions. It also increases fuel
economy and allows a given level of engine horsepower to propel a heavier boat
to a given speed. Robalo's current models utilize the Hydro LiftTM design and we
plan to utilize this design on Robalo or other sport fishing boat models as
well.

In support of its new product development efforts, Marine Products incurred
research and development costs of $1,075,000 in 2003, $1,605,000 in 2002 and
$1,955,000 in 2001.

INDUSTRY OVERVIEW

For 2003, the recreational boat industry accounted for less than one percent of
the United States Gross Domestic Product. The recreational marine market is a
mature market, with 2002 (latest data available to us) retail expenditures of
$30 billion spent on new and used boats, motors and engines, trailers,
accessories and other associated costs as estimated by the National Marine
Manufacturers Association ("NMMA"). Pleasure boats compete for consumers' free
time with all other leisure activities, from computers and video games to other
outdoor sports. One of the greatest obstacles for the pleasure boat industry is
consumers' diminishing leisure time.

The NMMA conducts various surveys of pleasure boat industry trends, and the most
recent surveys indicate that more than 70 million people in the United States
participate in recreational boating. There are currently over 17 million boats
owned in the United States, including outboard, inboard, sterndrive, sailboats,
personal watercraft, and miscellaneous (canoes, rowboats, etc.). Marine Products
competes in the sterndrive and inboard boating category with its three lines of
Chaparral boats, and in the outboard boating category with its Robalo sport
fishing boats. More than 90 percent of the Company's products are sterndrive
boats.

At 56,099 units, sterndrive boats accounted for approximately 43 percent of the
total new fiberglass powered boat units between 18 and 35 feet in hull length
sold in 2003. Sales in this category had an estimated total retail value of $2.5
billion, or an average retail price per boat of approximately $45,000.
Management believes that the five largest states for boat sales are Michigan,
California, Florida, New York and Texas. Marine Products has dealers in each of
these states.

The U.S. domestic recreational boating industry sales during 2003 were realized
in the segments of new and used boat sales, motors and engines, trailers, and
other boat accessories. Marine Products' subsidiaries compete in the new
fiberglass boat market with hull lengths of 18 to 35 feet, which realized an
estimated $5.1 billion in retail sales during 2003. The table below shows these
estimated sales by category for 2003 and 2002, ranked by 2003 retail sales
(source: Info-Link Technologies, Inc.):

<TABLE>
<CAPTION>
                                                           2003                        2002
- ------------------------------------------------------------------------------------------------------
                                                  Units       Sales ($ B)       Units      Sales ($ B)
                                                  -----       -----------       -----      -----------
<S>                                              <C>                <C>        <C>               <C>
Sterndrive Boats                                 56,099             $ 2.5      60,350            $ 2.6
Outboard Boats                                   57,475               1.7      56,629              1.5
Inboard Boats                                    12,672                .8      12,901               .8
Jet Boats                                         3,253                .1       3,530               .1
- ------------------------------------------------------------------------------------------------------
TOTAL                                           129,499             $ 5.1     133,410            $ 5.0
======================================================================================================
</TABLE>

                                       6
<PAGE>

Chaparral's products are categorized as sterndrive and inboard boats and
Robalo's products are categorized as outboard boats.

The recreational boat manufacturing market remains highly fragmented. With the
exception of Brunswick Corporation and Genmar, which have acquired a number of
recreational boat manufacturing operations, there has been very little
consolidation in the industry. We estimate that the boat manufacturing industry
includes over 100 sterndrive manufacturers and over 300 outboard boat
manufacturers, largely small, privately held companies with varying degrees of
professional management and manufacturing skill. According to estimates provided
by Statistical Surveys, Inc., as of June 30, 2003 (latest information
available), the top five sterndrive manufacturers have a market share of
approximately 52 percent.

Several factors influence sales trends in the recreational boating industry,
including general economic growth, consumer confidence, household incomes,
weather, tax laws, and demographics. Interest rates and fuel prices also have a
direct impact on boat sales, as well as trends at the local, regional and
national level. Competition from other leisure and recreational activities, such
as vacation properties and travel, can also affect sales of recreational boats.

Management believes Marine Products is well positioned to take advantage of the
following conditions, which continue to characterize the industry:

     o    labor-intensive manufacturing processes that remain largely
          unautomated;
     o    increasingly strict environmental standards derived from governmental
          regulations and customer sensitivities;
     o    a lack of focus on coordinated customer service and support by dealers
          and manufacturers; and
     o    a high degree of fragmentation and competition among the more than 100
          recreational boat manufacturers.

GROWTH STRATEGIES
The pleasure boat market is a mature industry. According to Info-Link
Technologies, Inc. unit sales of sterndrive boats have declined by more than
five percent between 2001 and 2003, so Marine Products has grown its unit sales
and net sales primarily through increasing market share and by expanding the
number of models and product lines. Chaparral has grown its sterndrive market
share in the 18 to 35 feet length category from 4.75 percent in fiscal 1996 to
8.35 percent for the six months ended June 2003 (the most recent information
provided to us by Statistical Surveys, Inc.). The Company continues to expand
its product offerings into the outboard boats market, the largest boat market
not previously served by the Company's products, and by constant improvement and
expansion into larger boats within its sterndrive and inboard offerings.

Marine Products' operating strategy emphasizes innovative designs and
manufacturing processes, by delivering a high quality product while lowering
manufacturing costs through increased efficiencies in our facilities. In
addition, we seek opportunities to leverage our buying power through economies
of scale. Management believes its membership in the ABA positions Marine
Products as a significant third party customer of major components including
sterndrive engine suppliers. Marine Products' Chaparral subsidiary is a founding
member of the ABA, which collectively represents 12 independent boat
manufacturers that have formed a buying group to pool their purchasing power in
order to gain improved pricing on engines, fiberglass, resin and many other
components. Marine Products intends to continue seeking the most advantageous
purchasing arrangements from its suppliers. Marine Products is also a
significant consumer of fiberglass materials and the Company intends to
capitalize on relationships with fiberglass suppliers to assist Marine Products'
profitable growth.

                                       7
<PAGE>

Our marketing strategy seeks to increase market share by enabling Marine
Products to expand its presence by building dedicated sales, marketing and
distribution systems. Marine Products has a distribution network of
approximately 180 dealers located throughout the United States and
internationally. Our strategy is to increase selectively the quantity of our
dealers, and work to improve the quality and effectiveness of our entire dealer
network. Marine Products seeks to capitalize on its strong dealer network by
educating its dealers on the sales and servicing of our products and helping
them provide more comprehensive customer service, with the goal of increasing
customer satisfaction, customer retention and future sales. Marine Products
provides promotional and incentive programs to help its dealers increase product
sales. Marine Products intends to continue to strengthen its dealer network and
build brand loyalty with both dealers and customers.

As part of Marine Products' overall strategy, Marine Products will also consider
making strategic acquisitions in order to complement existing product lines,
expand its geographic presence in the marketplace and strengthen its
capabilities.

COMPETITION
The recreational boat industry is highly fragmented, resulting in intense
competition for customers, dealers and boat show space. There is significant
competition both within markets we currently serve and in new markets that we
may enter. Marine Products' brands compete with several large national or
regional manufacturers that have substantial financial, marketing and other
resources. However, we believe that our corporate infrastructure and marketing
and sales capabilities, in addition to our cost structure and our nationwide
presence, enable us to compete effectively against these companies. In each of
our markets, Marine Products competes on the basis of responsiveness to customer
needs, the quality and range of products offered, and the competitive pricing of
those products. Additionally, Marine Products faces general competition from all
other recreational businesses seeking to attract consumers' leisure time and
discretionary spending dollars.

According to Statistical Surveys, Inc. the following is a list of the top ten
(largest to smallest) sterndrive boat manufacturers in the United States based
on unit sales for the six months ended June 30, 2003 (the most current
information available to us). Several of these manufacturers are part of larger
integrated boat building companies and are marked with asterisks. Management
believes the companies set forth below represent approximately 73 percent of all
United States retail sterndrive boat registrations during the six months ending
June 30, 2003.

1.    Bayliner*
2.    Sea Ray*
3.    Chaparral
4.    Glastron**
5.    Four Winns**
6.    Crownline
7.    Larson**
8.    Stingray
9.    Rinker
10.   Maxum*

The outboard engine powered market has a large breadth and depth, accounting for
almost 50 percent of all boats sold. Robalo's share of the sport fishing boat
market during the six months ending June 30, 2003 was immaterial. Primary
competitors for Robalo include Grady-White, Mako, Boston Whaler* and Hydra
Sports**.

*                 a subsidiary of Brunswick Corporation
**                a subsidiary of Genmar Industries

ENVIRONMENTAL AND REGULATORY MATTERS
Certain materials used in boat manufacturing, including the resins used to make
the decks and hulls, are toxic, flammable, corrosive, or reactive and are
classified by the federal and state governments as "hazardous materials."
Control of these substances is regulated by the Environmental Protection Agency
("EPA") and state pollution control agencies, which require reports and inspect
facilities to monitor compliance with their regulations. The Occupational Safety
and Health Administration ("OSHA") standards limit the amount of emissions to
which an employee may be exposed without the need for respiratory protection or
upgraded plant ventilation. Marine Products' manufacturing facilities are
regularly inspected by OSHA and by state and local inspection agencies and

                                       8
<PAGE>

departments. Marine Products believes that its facilities comply with
substantially all regulations. Although capital expenditures related to
compliance with environmental laws are expected to increase during the coming
years, we do not currently anticipate that any material expenditure will be
required to continue to comply with existing environmental or safety regulations
in connection with its existing manufacturing facilities.

Recreational powerboats sold in the United States must be manufactured to meet
the standards of certification required by the United States Coast Guard. In
addition, boats manufactured for sale in the European Community must be
certified to meet the European Community's imported manufactured products
standards. These certifications specify standards for the design and
construction of powerboats. All boats sold by Marine Products meet these
standards. In addition, safety of recreational boats is subject to federal
regulation under the Boat Safety Act of 1971. The Boat Safety Act requires boat
manufacturers to recall products for replacement of parts or components that
have demonstrated defects affecting safety. While Marine Products has instituted
recalls for defective component parts produced by other manufacturers, there has
never been a safety related recall resulting from Marine Products' design or
manufacturing process. None of the recalls has had a material adverse effect on
Marine Products.

EMPLOYEES
As of December 31, 2003, Marine Products had approximately 975 employees, of
whom six were management and 36 administrative. None of Marine Products'
employees is party to a collective bargaining agreement. Marine Products' entire
workforce is currently employed in the United States and Marine Products
believes that its relations with its employees are good.

PROPRIETARY MATTERS

Marine Products owns a number of trademarks and trade names that it believes are
important to its business. Except for the Chaparral, Robalo and Wahoo!
trademarks, however, Marine Products is not dependent upon any single trademark
or trade name or group of trademarks or trade names. The Chaparral, Robalo and
Wahoo! trademarks are currently registered in the United States. The current
duration for such registration ranges from seven to 15 years in the United
States, but each registration may be renewed an unlimited number of times.

Several of Chaparral's designs are protected under the U.S. Copyright Office's
Vessel Hull Design Protection Act. This law grants an owner of an original
vessel hull design certain exclusive rights. Protection is offered for hull
designs that are made available to the public for purchase provided that the
application is made within two years of the hull design being made public. As of
December 31, 2003, there were seven Chaparral hull designs registered under the
Vessel Hull Design Protection Act. These designs were registered in 2002. There
are no Robalo hull designs registered as of December 31, 2003.

AVAILABILITY OF FILINGS

Marine Products makes available free of charge on its website,
www.marineproductscorp.com, the annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and all amendments to those reports on
the same day as they are filed with the Securities and Exchange Commission at no
cost to current and potential investors.

RISK FACTORS

ECONOMIC CONDITIONS AND CONSUMER CONFIDENCE LEVEL AFFECT MARINE PRODUCTS' SALES
BECAUSE MARINE PRODUCTS' PRODUCTS ARE PURCHASED WITH DISCRETIONARY INCOME

During an economic recession or when an economic recession is perceived as a
threat, Marine Products will be adversely affected as consumers have less
discretionary income or are more apt to save their discretionary income rather
than spend it. During times of global political uncertainty, such as the current
threats in the Middle East, Marine Products will be negatively affected as
consumers delay large discretionary purchases pending the resolution of that
uncertainty.

                                       9
<PAGE>

INTEREST RATES AND FUEL PRICES AFFECT MARINE PRODUCTS' SALES

The Company's products are often financed by our dealers and the retail boat
consumers, thereby higher interest rates increase the borrowing costs and,
accordingly, the cost of doing business for dealers and cost of a boat purchase
for consumers. Fuel costs can represent a large portion of the costs to operate
our products. Therefore, higher interest rates and fuel costs can adversely
affect purchasers' decisions.

MARINE PRODUCTS' DEPENDENCE ON ITS NETWORK OF INDEPENDENT BOAT DEALERS MAY
AFFECT ITS GROWTH PLANS AND SALES

Virtually all of Marine Products' sales are derived from its network of
independent boat dealers. Marine Products has no long-term agreements with these
dealers. Competition for dealers among recreational powerboat manufacturers
continues to increase based on the quality of available products, the price and
value of the products, and attention to customer service. We face intense
competition from other recreational powerboat manufacturers in attracting and
retaining independent boat dealers. The number of independent boat dealers
supporting the Chaparral and Robalo trade names and the quality of their
marketing and servicing efforts are essential to Marine Products' ability to
generate sales. A deterioration in the number or quality of Marine Products'
network of independent boat dealers would have a material adverse effect on its
powerboat sales. Marine Products' inability to attract new dealers and retain
those dealers, or its inability to increase sales with existing dealers, could
substantially impair its ability to execute its growth plans.

Although Marine Products' management believes that the quality of its products
and services in the recreational powerboat market should permit it to maintain
its relationship with its dealers and its market position, there can be no
assurance that Marine Products will be able to sustain its current sales levels.
In addition, independent dealers in the recreational boating industry have
experienced significant consolidation in recent years, which could result in the
loss of one or more of Marine Products' dealers in the future if the surviving
entity in any such consolidation purchases similar products from a Marine
Products competitor. See "Growth Strategies" above.

MARINE PRODUCTS' SALES ARE AFFECTED BY WEATHER CONDITIONS

Marine Products' business is subject to weather patterns that may adversely
affect its sales. For example, drought conditions, or merely reduced rainfall
levels, or excessive rain, may close area boating locations or render boating
dangerous or inconvenient, thereby curtailing customer demand for our products.
In addition, unseasonably cool weather and prolonged winter conditions may lead
to a shorter selling season in some locations.

MARINE PRODUCTS HAS POTENTIAL LIABILITY FOR PERSONAL INJURY AND PROPERTY DAMAGE
CLAIMS

The products we sell or service may expose Marine Products to potential
liabilities for personal injury or property damage claims relating to the use of
those products. Historically, the resolution of product liability claims has not
materially affected Marine Products' business. Marine Products maintains product
liability insurance that it believes to be adequate. However, there can be no
assurance that Marine Products will not experience legal claims in excess of its
insurance coverage or that claims will be covered by insurance. Furthermore, any
significant claims against Marine Products could result in negative publicity,
which could cause Marine Products' sales to decline.

BECAUSE MARINE PRODUCTS RELIES ON THIRD PARTY VENDORS, MARINE PRODUCTS MAY BE
UNABLE TO OBTAIN ADEQUATE RAW MATERIALS AND COMPONENTS

Marine Products is dependent on third party vendors to provide raw materials and
components essential to the construction of its various powerboats. Especially
critical are the availability and cost of marine engines and commodity raw
materials used in the manufacture of Marine Products' boats. While Marine
Products' management believes that vendor relationships currently in place are
sufficient to provide the materials necessary to meet present production
demands, there can be no assurance that these relationships will continue or
that the quantity or quality of materials available from these vendors will be
sufficient to meet Marine Products' future needs, irrespective of whether Marine
Products successfully implements its growth and acquisition strategies.
Disruptions in current vendor relationships or the inability of Marine Products
to continue to purchase construction materials in sufficient quantities and of
sufficient quality to meet ongoing production schedules could

                                       10
<PAGE>

cause a decrease in sales or a sharp increase in the cost of goods sold.
Additionally, because of this dependence, the volatility in commodity raw
materials or current or future price increases in construction materials or the
inability of Marine Products' management to purchase construction materials
required to complete its growth and acquisition strategies could cause a
reduction in Marine Products' profit margins or reduce the number of powerboats
Marine Products may be able to produce for sale.

MARINE PRODUCTS MAY BE UNABLE TO IDENTIFY, COMPLETE OR SUCCESSFULLY INTEGRATE
ACQUISITIONS

Marine Products intends to pursue acquisitions and form strategic alliances that
will enable Marine Products to acquire complementary skills and capabilities,
offer new products, expand its customer base, and obtain other competitive
advantages. There can be no assurance, however, that Marine Products will be
able to successfully identify suitable acquisition candidates or strategic
partners, obtain financing on satisfactory terms, complete acquisitions or
strategic alliances, integrate acquired operations into its existing operations,
or expand into new markets. Once integrated, acquired operations may not achieve
anticipated levels of sales or profitability, or otherwise perform as expected.
Acquisitions also involve special risks, including risks associated with
unanticipated problems, liabilities and contingencies, diversion of management
resources, and possible adverse effects on earnings and earnings per share
resulting from increased interest costs, the issuance of additional securities,
and difficulties related to the integration of the acquired business. The
failure to integrate acquisitions successfully may divert management's attention
from Marine Products' existing business and may damage Marine Products'
relationships with its key customers and suppliers.

MARINE PRODUCTS' SUCCESS WILL DEPEND ON ITS KEY PERSONNEL, AND THE LOSS OF ANY
KEY PERSONNEL MAY AFFECT ITS POWERBOAT SALES

Marine Products' success will depend to a significant extent on the continued
service of key management personnel. The loss or interruption of the services of
any senior management personnel or the inability to attract and retain other
qualified management, sales, marketing and technical employees could disrupt
Marine Products' operations and cause a decrease in its sales and profit
margins.

MARINE PRODUCTS' ABILITY TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES IS CRUCIAL TO
ITS RESULTS OF OPERATIONS AND FUTURE GROWTH

Marine Products relies on the existence of an available hourly workforce to
manufacture its products. As with many businesses, we are challenged to find
qualified employees. There are no assurances that Marine Products will be able
to attract and retain qualified employees to meet current and/or future growth
needs.

IF MARINE PRODUCTS IS UNABLE TO COMPLY WITH ENVIRONMENTAL AND OTHER REGULATORY
REQUIREMENTS, ITS BUSINESS MAY BE EXPOSED TO LIABILITY AND FINES

Marine Products' operations are subject to extensive regulation, supervision,
and licensing under various federal, state, and local statutes, ordinances, and
regulations. While Marine Products believes that it maintains all requisite
licenses and permits and is in compliance with all applicable federal, state and
local regulations, there can be no assurance that Marine Products will be able
to continue to maintain all requisite licenses and permits. The failure to
satisfy these and other regulatory requirements could cause Marine Products to
incur fines or penalties or could increase the cost of operations. The adoption
of additional laws, rules and regulations could also increase Marine Products'
costs.

As with boat construction in general, our manufacturing processes involve the
use, handling, storage and contracting for recycling or disposal of hazardous or
toxic substances or wastes. Accordingly, we are subject to regulations regarding
these substances, and the misuse or mishandling of such substances could expose
Marine Products to liability or fines.

Additionally, certain states have required or are considering requiring a
license in order to operate a recreational boat. While such licensing
requirements are not expected to be unduly restrictive, regulations may
discourage potential first-time buyers, thereby reducing future sales.

                                       11
<PAGE>

MARINE PRODUCTS' MANAGEMENT HAS A SUBSTANTIAL OWNERSHIP INTEREST; PUBLIC
STOCKHOLDERS MAY HAVE NO EFFECTIVE VOICE IN MARINE PRODUCTS' MANAGEMENT

The Company has elected the "Controlled Company" exemption under Part 8, Sec.
801(a) of the American Stock Exchange ("AMEX") Company Guide. The Company is a
"Controlled Company" because a group that includes the Company's Chairman of the
Board, R. Randall Rollins and his brother, Gary W. Rollins, who is also a
director of the Company, and certain companies under their control, controls in
excess of fifty percent of the Company's voting power. As a "Controlled
Company", the Company need not comply with certain AMEX rules including those
requiring a majority of independent directors.

Marine Products' executive officers, directors and their affiliates hold
directly or through indirect beneficial ownership, in the aggregate,
approximately 67 percent of Marine Products' outstanding common stock. As a
result, these stockholders will effectively control the operations of Marine
Products, including the election of directors and approval of significant
corporate transactions such as acquisitions. This concentration of ownership
could also have the effect of delaying or preventing a third party from
acquiring control of Marine Products at a premium. In addition, the availability
of Marine Products common stock to the investing public is limited to the extent
that shares are not sold by the executive officers, directors and their
affiliates, which could negatively impact Marine Products' stock trading prices
and affect the ability of minority stockholders to sell their shares. Future
sales by executive officers, directors and their affiliates of all or a
substantial portion of their shares could also negatively affect the trading
price of Marine Products common stock.

PROVISIONS IN MARINE PRODUCTS' CERTIFICATE OF INCORPORATION AND BYLAWS MAY
INHIBIT A TAKEOVER OF MARINE PRODUCTS

Marine Products' certificate of incorporation, bylaws and other documents
contain provisions including advance notice requirements for shareholder
proposals and staggered terms of office for the Board of Directors, that may
make more difficult or expensive, or that may otherwise discourage, a tender
offer, change in control or takeover attempt that is opposed by Marine Products'
Board of Directors.

ITEM 2. PROPERTIES

Marine Products' principal executive office is located in Atlanta, Georgia. This
office is currently shared with RPC and is leased from a third party. The
monthly rent paid to the third party is allocated between Marine Products and
RPC. Under this arrangement, Marine Products pays approximately $1,800 per month
in rent. Marine Products may cancel this arrangement at any time after giving a
30 day notice. Chaparral owns and maintains approximately 1,045,000 square feet
of space utilized for manufacturing, research and development, warehouse, and
sales office and operations in Nashville, Georgia and owns and maintains 83,000
square feet of manufacturing space at our Robalo facility in Valdosta, Georgia.
Marine Products' total square footage under roof is allocated as follows:
manufacturing - 712,000, research and development - 65,000, warehousing -
183,000, office and other - 85,000.

ITEM 3. LEGAL PROCEEDINGS

Marine Products is involved in litigation from time to time in the ordinary
course of its business. Marine Products does not believe that the ultimate
outcome of such litigation will have a material adverse effect on its liquidity,
financial position or results of operations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of 2003.

                                       12
<PAGE>

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

Each of the executive officers of Marine Products was elected by the Board of
Directors to serve until the Board of Directors' meeting immediately following
the next annual meeting of stockholders or until his or her earlier removal by
the Board of Directors or his or her resignation. The following table lists the
executive officers of Marine Products and their ages, offices, and date first
elected to office.

                                                            Date First Elected
                                                            ------------------
         Name and Office with Registrant           Age      to Present Office
         -------------------------------           ---      -----------------

             R. Randall Rollins (1)
              Chairman of the Board                 72            2/28/01

             Richard A. Hubbell (2)
                  President and
             Chief Executive Officer                59            2/28/01

             James A. Lane, Jr. (3)
            Executive Vice President                61            2/28/01
       President of Chaparral Boats, Inc.

               Linda H. Graham (4)
               Vice President and
                    Secretary                       67            2/28/01

                Ben M. Palmer (5)
                 Vice President
      Chief Financial Officer and Treasurer         43            2/28/01



(1)  R. Randall Rollins began working for Rollins, Inc. in 1949. At the time of
     the spin-off of RPC from Rollins, in 1984, Mr. Rollins was elected Chairman
     of the Board and Chief Executive Officer of RPC. He remains Chairman of
     RPC, Inc. and held the position of Chief Executive Officer of RPC until
     April 22, 2003. He has served as Chairman of the Board of the Company since
     February 2001 and Chairman of the Board of Rollins, Inc. (consumer
     services) since October 1991. He is also on the boards of SunTrust Banks,
     Inc., SunTrust Banks of Georgia, Dover Downs Gaming and Entertainment,
     Inc., and Dover Motorsports, Inc.

(2)  Richard A. Hubbell has been the President and Chief Executive Officer of
     Marine Products Corporation since it was spun-off in February 2001. He has
     also been the President of RPC, Inc., since 1987 and Chief Executive
     Officer since April 22, 2003. Mr. Hubbell serves on the Board of Directors
     for both of these companies.

(3)  James A. Lane, Jr., has held the position of President of Chaparral Boats
     (formerly a subsidiary of RPC, Inc.) since 1976. He is also a director of
     RPC, Inc., and has served in that capacity since 1987.

(4)  Linda H. Graham has been Vice President and Secretary of Marine Products
     Corporation since it was spun-off in 2001, and Vice President and Secretary
     of RPC, Inc. since 1987. Ms. Graham serves on the Board of Directors for
     both of these companies.

(5)  Ben M. Palmer has been Vice President, Chief Financial Officer and
     Treasurer of Marine Products Corporation since it was spun-off in 2001 and
     has served the same roles at RPC, Inc. since 1996.

                                       13
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Marine Products' common stock is listed on the American Stock Exchange under the
ticker symbol "MPX". All share and earnings per share data disclosed below have
been restated for the three-for-two stock split to be paid March 10, 2004, to
stockholders of record on February 10, 2004. At February 27, 2004, there were
25,792,725 (adjusted for the three-for-two stock split) shares of common stock
outstanding.

At the close of business on February 27, 2004, there were approximately 2,418
holders of record of common stock. The high and low prices of Marine Products'
common stock for each quarter in the years ended December 31, 2003 and 2002 were
as follows:

<TABLE>
<CAPTION>

                                       2003                                  2002
Quarter                    High        Low       Dividends       High        Low        Dividends
- ---------------------------------------------------------------------------------------------------
<S>                       <C>         <C>         <C>           <C>         <C>          <C>
First                     $ 7.69      $ 6.20      $ 0.027       $ 5.33      $ 2.92       $ 0.013
Second                      7.67        5.90        0.027         7.77        4.97         0.013
Third                      10.67        7.00        0.027         7.93        6.20         0.013
Fourth                     12.67        9.07        0.027         7.80        6.50         0.013
- ---------------------------------------------------------------------------------------------------
</TABLE>

The Company has paid cash dividends since the second quarter of 2001. Beginning
in the first quarter of 2003, Marine Products increased its quarterly cash
dividend from $0.013 to $0.027 per common share. At the January 27, 2004 Board
of Directors' Meeting, the Board approved a 50 percent increase in the cash
dividend, from $0.027 to $0.040 on the split number of shares.

                                       14
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

The following table summarizes certain selected combined financial data of
Marine Products and Chaparral including data for periods prior to the February
28, 2001 spin-off from RPC, Inc. The historical information may not be
indicative of Marine Products' future results of operations. The information set
forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Consolidated
Financial Statements and the notes thereto included elsewhere in this document.

All earnings per share, shares outstanding and dividends per share have been
restated for the three-for-two stock split effective March 10, 2004 for shares
held on February 10, 2004.

<TABLE>
<CAPTION>
                                                                              YEARS ENDED DECEMBER 31,
                                                       -----------------------------------------------------------------------
                                                              (IN THOUSANDS, EXCEPT SHARE, PER SHARE AND EMPLOYEE DATA)
                                                       -----------------------------------------------------------------------
                                                          2003            2002          2001          2000            1999
                                                       -----------    -----------    -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>            <C>            <C>
STATEMENT OF INCOME DATA: (a)
Net sales                                              $  193,980     $  162,682     $  134,689     $  148,276     $  122,878
Cost of goods sold                                        143,663        125,282        105,344        115,876         93,247
                                                       -----------    -----------    -----------    -----------    -----------
Gross profit                                               50,317         37,400         29,345         32,400         29,631
Selling, general and administrative expenses               23,015         18,018         16,223         16,945         15,147
                                                       -----------    -----------    -----------    -----------    -----------
Operating income                                           27,302         19,382         13,122         15,455         14,484
Interest income                                               501            600            689            280            233
Gain on settlement of claim                                    --             --             --          6,817             --
                                                       -----------    -----------    -----------    -----------    -----------
Income before income taxes                                 27,803         19,982         13,811         22,552         14,717
Income tax provision                                        9,731          7,593          5,248          8,591          5,599
                                                       -----------    -----------    -----------    -----------    -----------
NET INCOME                                             $   18,072     $   12,389     $    8,563     $   13,961     $    9,118
                                                       ===========    ===========    ===========    ===========    ===========

EARNINGS PER SHARE (b)
Basic                                                  $     0.71     $     0.49     $     0.34     $     0.55     $     0.36
                                                       ===========    ===========    ===========    ===========    ===========
Diluted                                                $     0.67     $     0.46     $     0.33     $     0.55     $     0.36
                                                       ===========    ===========    ===========    ===========    ===========

DIVIDENDS PAID PER SHARE                               $     0.11     $     0.05     $     0.04     $        -     $        -
                                                       ===========    ===========    ===========    ===========    ===========

OTHER FINANCIAL AND OPERATING DATA: (a)
Gross profit margin percent                                 25.9%          23.0%          21.8%          21.9%          24.1%
Operating margin percent                                    14.1           11.9            9.7           10.4           11.8
Net cash provided by operating activities              $   17,828     $   11,696     $   10,231     $   15,464     $    9,235
Net cash (used for) provided by investing activities       (4,432)         2,860         (5,919)        (4,198)        (1,665)
Net cash used for financing activities                      4,432          2,229            456         13,600          7,619
Capital expenditures                                   $    3,707     $    3,800     $    5,456     $    4,198     $    1,810
Employees at end of year                                      975            867            758            807            683
Manufacturing space at end of year (square ft.)             1,045            898            898            670            670

BALANCE SHEET DATA AT END OF YEAR: (a)
Cash and cash equivalents                              $   26,244     $   17,280     $    4,953     $    1,097     $    3,431
Marketable securities - current                             1,402          1,929          5,478              -              -
Marketable securities - non-current                         5,930          4,865          7,781              -              -
Inventories                                                21,770         20,685         14,478         15,064         13,703
Working capital                                            45,984         33,390         20,311         10,488         12,514
Property, plant and equipment, net                         17,761         16,216         14,230          9,796          6,714
Total assets                                               86,314         71,063         56,513        103,449         88,168
Total stockholders' equity                             $   69,966     $   56,833     $   46,345     $   92,593     $   78,632
</TABLE>

     (a) See Related Party Transactions in Item 7 for information about spin-off
     transactions affecting selected financial data for periods presented prior
     to December 31, 2001.

     (b) Earnings per share for the years 1999 through 2001 have been stated on
     a pro forma basis and have not been audited.

                                       15
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion is based upon and should be read in conjunction with
"Selected Financial Data," "Consolidated Financial Statements," and the notes
thereto. See also "Forward-Looking Statements" above.

The Board of Directors, at their quarterly meeting on January 27, 2004,
authorized a three-for-two stock split by the issuance on March 10, 2004 of one
additional common share for each two common shares held of record at February
10, 2004. Accordingly, the par value of additional shares issued will be
adjusted between common stock and capital in excess of par value, and fractional
shares resulting from the stock split will be settled in cash. All share and per
share data have been retroactively adjusted for this split.

OVERVIEW

Marine Products Corporation, through its wholly-owned subsidiaries Chaparral and
Robalo, is a leading manufacturer of recreational fiberglass powerboats. The
Company sells its products to a network of independent dealers who in turn sells
the products to retail customers. These dealers are located throughout the
continental United States and in several international markets. Marine Products'
business is impacted by economic conditions, consumer confidence, interest
rates, the weather, and other factors. The Company's management believes that it
has the opportunity to continue to enhance its' customers' boating experience by
providing them with high quality, innovative powerboats, and thereby increase
its market share, net sales, and net income. Marine Products' management is also
focused on the competitive nature of the recreational powerboat manufacturing
business and factors which may lead to a decline in consumer confidence or
consumers' discretionary income, both of which could negatively impact sales of
the Company's powerboats.

OUTLOOK

Management believes that net sales and profits will continue to increase in
2004, based on the projections of continued low interest rates and improving
economic conditions. This belief is also based on reports of attendance and
sales during the winter 2004 retail boat show season, which began in December
2003. Media reports regarding recent boat shows indicate that attendance has
increased by as much as 10 percent compared to last year, although several shows
reported decreased attendance due to inclement weather. Boat show attendance has
historically been positively correlated with retail boat sales later in the
selling season because consumers attend shows due to their interest in
recreational boating and make purchasing decisions at a boat show. However,
there can be no assurance that this relationship will continue in 2004 or
subsequent years. Pleasure boating is a discretionary consumer expenditure,
therefore, an increase in interest rates or decline in consumer confidence due
to a weakening economy or renewed global conflict would have a serious and
immediate negative impact on sales and profits. At the present time, Marine
Products Corporation as well as other manufacturers are refining and improving
their customer service capabilities, marketing strategies and sales promotions
in order to attract more consumers to recreational boating as well as improve
consumers' boating experiences. Management believes that these efforts may
result in increased marketing and other selling, general and administrative
expenses in the future.

CRITICAL ACCOUNTING POLICIES

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States, which require significant
judgment by management in selecting the appropriate assumptions for calculating
accounting estimates. These judgments are based on our historical experience,
terms of existing contracts, trends in the industry, and information available
from other outside sources, as appropriate. The Company believes that, of its
significant accounting policies, the following may involve a higher degree of
judgment and complexity.

Recognition of sales - The Company sells its boats through its international
network of independent dealers. Although sales orders are cancelable at any
time, substantially all boats are pre-sold to a dealer before entering the
production line. The Company recognizes sales when all the following conditions

                                       16
<PAGE>

are met: (1) a fully executed sales agreement exists, (2) the price of the boat
is established, (3) the dealer takes delivery of the boat, and (4)
collectibility of the sales price is reasonably assured.

Accrued sales discounts - The Company's incentive programs include annual volume
based discounts that promote early replenishment of dealer inventories after the
spring and summer peak selling seasons and help to level out manufacturing
volumes throughout the year. These discounts are based on the dealer purchase
volumes for the period July 1 through June 30 of the following year. The Company
monitors dealer purchases and uses its judgment to determine an appropriate
dealer discount reserve. In addition, the Company selectively creates retail
sales incentive programs. The Company records these estimated sales discounts at
the later of the recognition of sales or the announcement of an incentive
program. These estimates are based upon the Company's assessment of the volume
of sales that will qualify for each program. Our future financial results will
be impacted by any differences between our estimates and the actual amounts paid
to settle these liabilities.

Dealer floor plan interest - The Company provides an option to pay a qualifying
dealer's incurred floor plan interest costs on current model year inventory held
during specified periods of time instead of additional cash discounts. The costs
to be paid by the Company will vary depending upon the dollar amount and length
of time the dealer maintains the inventory as well as variations in interest
rates charged by the floor plan financing companies. At the time the boat sales
are recognized, the Company records an experience based estimate of the future
interest costs to be incurred. While the Company believes the recorded floor
plan interest reserve is adequate and that the judgment applied is appropriate,
such estimated amounts could differ materially from what will actually transpire
in the future. Our future financial results will be impacted by any differences
between our estimates and the actual amounts paid to settle these liabilities.

Warranty accruals - The Company provides warranties against manufacturing
defects for various components of the boats, primarily the fiberglass deck and
hull. Warranty costs, if any, on other components of the boats are absorbed by
the original manufacturer. The warranty periods vary by component, but extend up
to ten years. At the time the boat sales are recognized, the Company records an
experience based estimate of the future warranty costs to be incurred on boats
sold. While the Company believes the recorded warranty reserve is adequate and
that the judgment applied is appropriate, such estimated amounts could differ
materially from what will actually transpire in the future. Prospective
financial results will be impacted by any differences between these estimates
and the actual amounts paid to settle these liabilities.

Accrued insurance liabilities - The Company has exposure to various contingent
liabilities and future claims. The Company self insures, up to specified limits,
its employee health insurance plan costs. The cost of claims under this
self-insurance program is estimated and accrued as the claims are incurred
although actual settlement of the claims may not be made until future periods.
These claims are monitored and the cost estimates are revised as developments
occur relating to such claims. To estimate the ultimate cost of the claims, the
Company uses its historical experience, and where appropriate, the advice of
outside experts. Upon the ultimate resolution of these uncertainties, future
financial results will be impacted by the difference between these estimates and
the actual amounts paid to settle the liabilities.

Pension liabilities - Pension expense is determined in accordance with the
provisions of SFAS 87, "Employers' Accounting for Pensions." Pension costs are
actuarially determined on an annual basis and affected by assumptions including
the discount rate, the estimated future return on plan assets and other factors.
The Company evaluates assumptions used on a periodic basis and makes adjustments
to these liabilities as necessary. The Company utilizes the Moody's Aa long-term
corporate bond yield as a basis for determining the discount rate with a yield
adjustment made for the longer duration of the Company's obligations. The
Company evaluates its assumption regarding the estimated long-term rate of
return on plan assets based on historical experience and future expectations
with respect to investment returns and asset allocations. The Company chooses a
rate of return on plan assets that it believes is an appropriate long-term
average return. The expected return on plan assets takes into account estimated
future investment returns for various asset classes held in the plans'
portfolio. To the extent changes are required in the assumptions discussed
above, the Company's recorded liabilities may have to be adjusted and may result
in a material impact on the results of operations, financial position or
liquidity of the Company.

                                       17
<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
      ----------------------------------------------------------------------------------------------------
      ($'S IN THOUSANDS)                                       2003             2002             2001
      ----------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>               <C>
      Total number of boats sold                              6,265            5,625            4,891
      Average selling price per boat                   $       31.4     $       29.4      $      28.2
      Net sales                                        $    193,980     $    162,682      $   134,689
      Percentage of cost of goods sold to net sales           74.1%            77.0%            78.2%
      Percentage of selling, general and
        administrative expense to net sales                   11.9%            11.1%            12.0%
      Operating income                                 $     27,302     $     19,382      $    13,122
      Research and development expense                 $      1,075     $      1,605      $     1,955
      Warranty expense                                 $      3,646     $      2,745      $     1,143
      ----------------------------------------------------------------------------------------------------
</TABLE>

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

NET SALES. Marine Products' net sales increased by $31,298,000 or 19.2 percent
in 2003 compared to 2002. The increase was primarily due to an 11.4 percent
increase in units sold, as well as a 6.8 percent increase in the average sales
price of boats sold. The increases in units sold were realized primarily in the
Chaparral sportboat and cruiser lines, and in the Robalo sport fishing boat
line. The increase in average sales prices resulted from increased sales of
larger cruisers, increased Robalo unit sales, and overall price increases that
were implemented for the 2004 model year, which began in July 2003. The net
sales increase was also due to higher parts and accessories sales, which is a
result of the increasing numbers of boats sold in prior years that are still in
operation and require routine maintenance and repair.

Management believes that in general, the increase in unit volume during the year
resulted from favorable economic and industry conditions, including continued
low interest rates, an improving domestic economy, and a trend in which
consumers choose recreational activities that are safe, close to home, and can
be enjoyed in a controlled environment with family and friends. The available
industry statistics also indicate that Chaparral continued to gain market share
in the 18 to 35 foot sterndrive pleasure boat market during 2003, which
management believes is due to increased industry recognition of the Company's
product quality, enhanced dealer incentive and training programs, and new boat
models with designs and features that have broader consumer appeal. The Robalo
unit sales increased by 64.1 percent, due to an expanded model offering
including larger sizes and more available design options, which led to broader
dealer acceptance of the Robalo line and ultimately increased sales volumes.

COST OF GOODS SOLD. Cost of goods sold increased 14.7 percent to $143,663,000 in
2003 compared to $125,282,000 in 2002, an increase of $18,381,000, consistent
with the increase in net sales. As a percentage of net sales, cost of goods sold
decreased from 2002 to 2003, because of efficiencies gained from higher
production volumes, especially within the Robalo line, and an overall shift in
model mix to larger boats which typically generate higher margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $23,015,000 in 2003 compared to $18,018,000 in
2002, an increase of $4,997,000 or 27.7 percent. The Company continued to create
some expense leverage with higher net sales. The increase in selling, general
and administrative expenses resulted from costs that vary with increased sales
and profitability, such as incentive compensation, sales commissions and
warranty expense. These increases were partially offset by a decrease in

                                       18
<PAGE>

research and development expense, related to less new model design activities in
2003 compared to 2002 when the Company performed a large cruiser design project
and several projects to expand the Robalo line. As a percentage of net sales,
these expenses increased because the incentive compensation and sales commission
expenses were higher due to the increase in gross profit margin and operating
margin percents.

Marine Products provides a five year transferable hull structural warranty on
Chaparral products against defects in material and workmanship and a 10 year
transferable structural hull warranty on Robalo products. A one year warranty on
components is provided as well. The engine manufacturer warrants engines
included in the boats. Warranty expense was $3,646,000 in 2003 and $2,745,000 in
2002, or 1.9 percent and 1.7 percent of sales in 2003 and 2002, respectively.
Warranty expense as a percentage of net sales increased in 2003 due to increased
sales of cruisers (which generally incur higher warranty claim costs due to the
higher retail price and additional features of the products) and increased
customer service demands.

OPERATING INCOME. Operating income was $27,302,000 in 2003, an increase of
$7,920,000 or 40.9 percent compared to $19,382,000 in 2002, resulting from
higher net sales and gross profit, partially offset by the increase in selling,
general and administrative expenses.

INTEREST INCOME. Interest income was $501,000 in 2003 compared to $600,000 in
2002. Marine Products generates interest income from investment of its available
cash primarily in overnight and marketable securities. The decrease in interest
income resulted primarily from lower investment returns in 2003 consistent with
lower interest rates offset slightly by a higher balance of investable cash.

INCOME TAX PROVISION. THE effective tax rate was 35 percent in 2003, compared to
38 percent in 2002. The decrease in rate reflects the effect of implementing tax
planning strategies. The effective rate change increased net income by $834,000.
The income tax provision of $9,731,000 was $2,138,000 or 28.2 percent higher
than the income tax provision of $7,593,000 for the prior year as a result of
higher income before income taxes, partially offset by the lower effective tax
rate.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

NET SALES. Marine Products generated net sales of $162,682,000 in 2002 compared
to $134,689,000 in 2001, an increase of $27,993,000 or 20.8 percent. Based on
available industry statistics, Chaparral has continued to gain market share. The
net sales increase in 2002 compared to 2001 resulted primarily from a 15.0
percent increase in the volume of boats sold coupled with a 4.3 percent increase
in the average sales price per unit. Management believes that the increase in
unit volume was partially related to the American consumers' decision to pursue
recreational activities closer to home due to political and economic
uncertainty. The increase in the average sales price resulted from an increase
in the number of larger cruisers, sportboats, and deckboats sold during the year
in combination with the elimination of our lowest price line of boats, the
Chaparral Sse.

COST OF GOODS SOLD. Cost of goods sold was $125,282,000 in 2002 compared to
$105,344,000 in 2001. Cost of goods sold, as a percent of net sales decreased in
2002 compared to 2001, the majority of the increase related to the increase in
net sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $18,018,000 in 2002 compared to $16,223,000 in
2001, an increase of $1,795,000 or 11.1 percent. The Company continued to create
some expense leverage with higher net sales. The increase in selling, general
and administrative expenses resulted from costs that vary with increased sales
and profitability, such as incentive compensation, sales commissions and
warranty expense. This increase in costs was partially offset by a decrease in
goodwill amortization, which was $684,000 in 2001 and was eliminated during all
of 2002 as a result of the implementation of Statement of Financial Accounting
Standard ("SFAS") No. 142.

OPERATING INCOME. Operating income was $19,382,000 in 2002, an increase of
$6,260,000 or 47.7 percent compared to $13,122,000 in 2001. The increase in
operating income resulted from higher net sales and gross profit, partially
offset by the increase in selling, general and administrative expenses.

INTEREST INCOME. Interest income was $600,000 in 2002 compared to $689,000 in
2001. Marine Products generates interest income from investment of its available
cash primarily in overnight and marketable securities. The decrease in interest
income resulted primarily from lower investment returns in 2002, consistent with
lower interest rates and yields offset slightly by a higher balance of available
cash.

                                       19
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

<TABLE>
<CAPTION>
      ----------------------------------------------------------------------------------------------------
      (IN THOUSANDS)                                           2003             2002             2001
      ----------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>              <C>
      Net cash provided by operating activities          $   17,828       $   11,696       $   10,231
      Net cash (used for) provided by investing
        activities                                           (4,432)           2,860           (5,919)
      Net cash used for financing activities             $   (4,432)      $   (2,229)      $     (456)
      ----------------------------------------------------------------------------------------------------
</TABLE>

The Company's decisions about the amount of cash to be used for investing and
financing purposes are influenced by our capital position and the expected
amount of cash to be provided by operations. As the result of being spun-off in
February 2001, the Company became a separate publicly traded company. The
Company's operations historically have generated sufficient cash for its
operations and the excess was transferred to RPC. In connection with the
spin-off from RPC, the Company received $14,447,000 in cash and marketable
securities from RPC. The Company is now able to retain any excess cash it
generates; however, in the event capital is needed to fund operations, capital
expenditures or acquisitions, it is no longer able to rely upon the capital
resources of RPC.

Cash provided by operations increased during 2003 by $6,132,000 compared to
2002. The increase was due to higher operating income in 2003 compared to 2002,
partially offset by higher working capital requirements at December 31, 2003 due
to an increase in accounts receivable correlated with higher sales and related
manufacturing activities, and an increase in income taxes receivable, together
with decreases in accounts payable and income tax payable that were caused by
timing differences in payments.

Cash used for investing activities increased $7,292,000 compared to 2002. This
change was caused by a $7,385,000 net increase in marketable securities in 2003
compared to 2002 due to overall increase in available cash for investment.
Capital expenditures decreased slightly to $3,707,000 in 2003 compared to
$3,800,000 in 2002. Capital expenditures in 2002 included expenditures for
operating equipment and initial expenditures for the construction of a new
administrative building at Chaparral's Nashville, Georgia headquarters. In 2003,
the largest capital expenditures related to the completion of this
administrative office building, the purchase of operating equipment, and the
purchase of additional buildings for warehouse storage space. Management expects
that capital expenditures during 2004 will be approximately $4,000,000, and are
projected to include expenditures for the construction of new warehouse space
and capital expenditures for new operating equipment.

Cash used for financing activities increased $2,203,000 in 2003 compared to
2002. The increase relates to cash used to purchase the Company's common stock
in the open market, and an increase in dividends resulting from the Company's
decision during the first quarter of 2003 to increase its quarterly dividend
from $0.013 per share to $0.027 per share. During 2003, the Company purchased
304,785 shares at an average price of $6.60 per share. The Company has purchased
a total of 447,351 shares in the open market pursuant to a resolution in April
2001 by the Board of Directors and, as of December 31, 2003, can buy back
1,052,649 more shares under the program. At the January 27, 2004 Board of
Directors' Meeting, the Board approved a three-for-two stock split to holders of
record on February 10, 2004 payable March 10, 2004, as well as a 50 percent
increase in the cash dividend, from $0.027 to $0.040 on the split number of
shares.

The Company has an agreement with two employees, which provides for a monthly
payment to each of the employees equal to 10 percent of profits (defined as
pretax income before goodwill amortization and certain allocated corporate
expenses).

Consistent with customary industry practices, the Company has agreements with
selected third-party dealer floor plan lenders to repurchase any of its boats
that are repossessed by the lender. The Company maintains a reserve for
estimated losses on boats repurchased. The Company's obligation under its
guarantee becomes effective in the case of default in payments by the dealer.
The agreements provide for the return of all repossessed boats to the Company in
exchange for the Company's assumption of specified percentages of the dealers'
unpaid debt obligation on those boats based on the original dealer purchase
date. The Company does not currently expect any of its dealers to default in
their obligations to the respective lenders in the near future.

                                       20
<PAGE>

The Company participates in a multiple employer Retirement Income Plan,
sponsored by RPC. This plan is a trusteed defined benefit pension plan that
provides monthly benefits upon retirement at age 65 to eligible employees. In
the first quarter of 2002, the Company's Board of Directors approved a
resolution to cease all future retirement benefit accruals under the Retirement
Income Plan effective March 31, 2002. However, the adverse conditions in the
equity markets, along with the low interest rate environment, have had an
unfavorable impact on the funded status of the defined benefit pension plan. It
is expected that the Company's pension expense will increase in 2004 compared to
2003 primarily because of the decline in the discount rate used to calculate
plan liabilities offset slightly by improved pension asset performance in 2003.
The Company expects to contribute approximately $700,000 to the multiple
employer pension plan in 2004 to achieve its funding objectives.

We believe the liquidity provided by our existing cash, cash equivalents and
marketable securities, our overall strong capitalization including no debt, and
cash expected to be generated from operations, will be sufficient to meet our
requirements for at least the next twelve months. We believe our liquidity will
allow us the ability to continue to grow and provide us the opportunity to take
advantage of strategic business opportunities that may arise.

OFF BALANCE SHEET ARRANGEMENTS

GUARANTEES. To assist dealers in obtaining financing for the purchase of its
boats, the Company has entered into agreements with various dealers and
financing institutions to guarantee varying amounts of qualifying dealers' debt
obligations related to inventory purchases. The Company's obligation under these
guarantees becomes effective in the case of default by the dealer. The
agreements provide for the return of all repossessed boats in "like new"
condition to the Company, in exchange for the Company's assumption of specified
percentages of the unpaid debt obligation on those boats. As of December 31,
2003, the maximum repurchase obligation outstanding under these agreements which
expire in 2004 and 2005 totaled approximately $4,000,000. The Company records
the estimated fair value of the guarantee; at December 31, 2003, this amount is
immaterial.

The Company has no other off balance sheet transactions as defined in the SEC
rules.

CONTRACTUAL OBLIGATIONS

The following table summarizes the Company's contractual obligations as of
December 31, 2003:

<TABLE>
<CAPTION>
                                                                Payments due by period
                                    ---------------------------------------------------------------------------
                                                          Less                                        More
                                                         than 1           1-3           3-5           than 5
     Contractual Obligations              Total           year           years         years          years
- -----------------------------------    ------------   ------------   ------------   ------------   ------------
<S>                                    <C>            <C>            <C>            <C>            <C>
Long-term debt                         $         -    $         -    $         -    $         -    $         -
Capital lease obligation                   150,000              -              -              -        150,000
Operating  leases (1)                       94,844         28,307         53,170         13,367              -
Purchase obligations (2)                         -              -              -              -              -
Other long-term liabilities (3)                  -              -              -              -              -
                                       ------------   ------------   ------------   ------------   ------------
Total                                  $   244,844    $    28,307    $    53,170    $    13,367    $   150,000
                                       ============   ============   ============   ============   ============
</TABLE>

(1). Operating leases represent agreements for various office equipment.

                                       21
<PAGE>

(2). As part of the normal course of business the Company enters into purchase
     commitments to manage its various operating needs. However, the Company
     does not have any obligations that are non-cancelable or subject to a
     penalty if canceled.

(3). Long-term liabilities on the balance sheet primarily represent pension
     obligation and deferred taxes. Minimum pension funding contributions are
     not included as such amounts have not been determined. The Company expects
     to make a contribution to the multiple employer pension plan of
     approximately $700,000 in 2004 which it expects to fund with available cash
     or from cash generated from operating activities.


RELATED PARTY TRANSACTIONS

Effective with the spin-off, RPC established a cash balance at Marine Products
of approximately $15,000,000 by contributing $13,800,000, and cancelled a
remaining receivable from RPC totaling approximately $53,800,000. Effective
February 28, 2001, the Company began receiving certain administrative services
from RPC. The service agreements are more fully described in Note 4 to the
consolidated financial statements. The Company's cost for such services
aggregated approximately $496,000 in 2003, $588,000 in 2002 and $868,000 in
2001. During 2003 and 2002, the Company paid approximately $171,000 and $332,000
to a division of RPC for the purchase, installation and service of overhead
cranes. The Company's directors are also directors of RPC and certain officers
are employees of both the Company and RPC.

The Company participates in a multiple employer plan sponsored by RPC. Following
the spin-off of the Company in 2001, RPC has charged the Company for, and the
Company has been obligated to pay, its allocable share of pension costs and the
associated funding obligation related to the prior service liabilities of
Chaparral employees. Effective December 2003, the related prior service
liabilities totaling $3,314,000 and pension assets totaling $2,517,000 were
transferred within the multiple employer plan by RPC to the Company.

SEASONALITY

Marine Products' quarterly operating results are affected by weather and the
general economic conditions in the United States. Quarterly operating results
for the second quarter have historically recorded the highest sales volume for
the year. The results for any quarter are not necessarily indicative of results
to be expected in any future period.

INFLATION

Inflation has not had a material effect on Marine Products' operations. If
inflation increases, Marine Products will attempt to increase its prices to
offset its increased expenses. No assurance can be given, however, that the
Company will be able to adequately increase its prices in response to inflation.
Inflation can also impact Marine Products' sales and profitability. New boat
buyers typically finance their purchases. Because higher inflation results in
higher interest rates, the cost of boat ownership increases. Prospective buyers
may choose to delay their purchases or buy a less expensive boat.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In December 2002, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities."
The Interpretation requires that a variable interest entity be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. The consolidation requirements of FIN 46
apply immediately to variable interest entities created after January 31, 2003.
The consolidation requirements apply to older entities in the first fiscal year
or interim period ending after December 15, 2003. Certain of the disclosure
requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The Company has
completed an evaluation of its existing relationships with various dealerships
that sell its products and has concluded that none of them are variable interest
entities under the provisions of FIN 46. In addition, the Company has not

                                       22
<PAGE>

entered into any agreements subject to FIN 46 since January 31, 2003. Therefore,
the adoption of the Interpretation will not have a material impact on the
financial position, results of operations or liquidity of the Company.

In March 2003, the Emerging Issues Task Force ("EITF") of the FASB reached a
consensus on EITF Issue No. 02-16, "Accounting by a Customer (Including a
Reseller) for Certain Consideration Received from a Vendor," which addresses how
a reseller of a vendor's products should account for cash consideration received
from the vendor. Marine Products has adopted EITF 02-16 for all arrangements
entered into after December 31, 2002. The Company receives a discount on the
purchase of engines from certain manufacturers to be used by the Company to
promote the respective engines. The discounts are accounted for as a reduction
in cost of inventory acquired. The effect of the adoption of EITF 02-16 did not
have a material impact on the Company's earnings.

In December 2003, the FASB reissued Statement of Financial Accounting Standard
("SFAS") 132, "Employers' Disclosures about Pension and Other Postretirement
Benefits," which replaced the previously existing pronouncement. The revised
SFAS does not change the measurement or recognition provisions; however, it
requires additional disclosures about assets, obligations, cash flows and net
periodic benefit cost of defined benefit pension plans and other post retirement
benefit plans. The disclosure rules apply to annual financial statements for
fiscal years ending after December 15, 2003. In addition, there are additional
disclosure requirements for the interim-period financial reports starting in the
first quarter of 2004. The Company has adopted the provisions of SFAS 132 and
presented the additional disclosures in the notes to the consolidated financial
statements. The adoption of SFAS 132 did not have a material effect on the
financial position, results of operations or liquidity of the Company.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marine Products does not utilize financial instruments for trading purposes and
holds no derivative financial instruments which could expose Marine Products to
significant market risk. Marine Products maintains an investment portfolio,
comprised of United States Government, corporate and municipal debt securities,
which is subject to interest rate risk exposure. This risk is managed through
conservative policies to invest in high-quality obligations. The Company has
been affected by the impact of lower interest rates on interest income from its
short-term investments. Marine Products has performed an interest rate
sensitivity analysis using a duration model over the near term with a 10 percent
change in interest rates. Marine Products' portfolio is not subject to material
interest rate risk exposure based on this analysis. Marine Products does not
expect any material changes in market risk exposures or how those risks are
managed.

                                       23
<PAGE>
<TABLE>
<CAPTION>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                          CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------------
                                MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------
(in thousands except share information)
- --------------------------------------------------------------------------------------------------------------
DECEMBER 31,                                                                            2003             2002
- --------------------------------------------------------------------------------------------------------------

ASSETS
- --------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>              <C>
Cash and cash equivalents                                                       $       26,244   $      17,280
Marketable securities                                                                    1,402           1,929
Accounts receivable, less allowance for doubtful accounts of $67
  in 2003 and 2002                                                                       3,970           1,471
Inventories                                                                             21,770          20,685
Income taxes receivable                                                                  1,073               -
Deferred income taxes                                                                    2,265           2,419
Prepaid expenses and other current assets                                                  616           1,623
- --------------------------------------------------------------------------------------------------------------
  Current assets                                                                        57,340          45,407
Property, plant and equipment, net                                                      17,761          16,216
Intangibles, net of accumulated amortization
  of $10,469 in 2003 and $10,429 in 2002                                                 3,818           3,858
Marketable securities                                                                    5,930           4,865
Other assets                                                                             1,465             717
- --------------------------------------------------------------------------------------------------------------
  Total assets                                                                  $       86,314   $      71,063
==============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable                                                                $        2,730   $       3,414
Income taxes payable                                                                         -           1,066
Other accrued expenses                                                                   8,626           7,537
- --------------------------------------------------------------------------------------------------------------
  Current liabilities                                                                   11,356          12,017
Pension liabilities                                                                      2,233             626
Deferred income taxes                                                                    1,160             614
Other long-term liabilities                                                              1,599             973
- --------------------------------------------------------------------------------------------------------------
  Total liabilities                                                                     16,348          14,230
Commitments and contingencies
Common stock, $.10 par value, 50,000,000 shares authorized,
  25,728,233 shares issued in 2003, 25,682,076 shares issued in 2002                     2,573           2,568
Capital in excess of par value                                                          35,722          37,422
Retained earnings                                                                       32,409          17,074
Accumulated other comprehensive (loss) income                                             (509)            103
Deferred compensation                                                                     (229)           (334)
- --------------------------------------------------------------------------------------------------------------
  Total stockholders' equity                                                            69,966          56,833
- --------------------------------------------------------------------------------------------------------------
  Total liabilities and stockholders' equity                                    $       86,314   $      71,063
==============================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                                      24
<PAGE>
<TABLE>
<CAPTION>

                                       CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------------------------------------
                                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------
                                                                      (in thousands except per share data)
- --------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,                                                  2003            2002           2001
- --------------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>            <C>
NET SALES                                                          $   193,980     $   162,682    $   134,689
Cost of goods sold                                                     143,663         125,282        105,344
                                                                    -----------     -----------    -----------
Gross profit                                                            50,317          37,400         29,345
Selling, general and administrative expenses                            23,015          18,018         16,223
                                                                    -----------     -----------    -----------
Operating income                                                        27,302          19,382         13,122
Interest income                                                            501             600            689
                                                                    -----------     -----------    -----------
INCOME BEFORE INCOME TAXES                                              27,803          19,982         13,811
Income tax provision                                                     9,731           7,593          5,248
                                                                    -----------     -----------    -----------
NET INCOME                                                         $    18,072     $    12,389    $     8,563
                                                                    ===========     ===========    ===========

EARNINGS PER SHARE (2001 PRO FORMA - UNAUDITED)
         Basic                                                     $      0.71     $      0.49    $      0.34
                                                                    ===========     ===========    ===========
         Diluted                                                   $      0.67     $      0.46    $      0.33
                                                                    ===========     ===========    ===========


DIVIDENDS PAID PER SHARE                                           $      0.11     $      0.05    $      0.04
                                                                    ===========     ===========    ===========

==============================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                                      25
<PAGE>
<TABLE>
<CAPTION>

                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------
                                            MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------------------------------------------------------------
                                                           (IN THOUSANDS)

                                                                                                              Accumulated
                                                           Capital in                            RPC, Inc.      Other
   Three Years Ended      Comprehensive  Common Stock      Excess of    Retained   Deferred      Equity      Comprehensive
   December 31, 2003         Income      Shares   Amount   Par Value    Earnings   Compensation  Investment  Income (Loss)   Total
====================================================================================================================================
<S>                          <C>        <C>       <C>      <C>          <C>        <C>           <C>           <C>          <C>
Balance, December 31, 2000   $      -         -   $    -   $        -   $      -   $         -   $  92,593     $      -     $92,593
Net income (from
  January 1, 2001 through
  February 28, 2001)                                                                                 1,487                    1,487
Cancellation and repayment
  of receivable from RPC, Inc.                                 13,833                              (67,662)                 (53,829)
Spin-off transaction                     17,012    1,701       25,014                     (297)    (26,418)                       -
Stock issued for stock
  incentive plans, net                       13        1           21          1            17           -                       40
Net income (from March 1,
  2001 through December                                                    7,076                                              7,076
  31, 2001)
Dividends declared                                                        (1,022)                                            (1,022)
Three-for-two stock split                 8,513      852        (852)                                                             -

- ------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2001               25,538    2,554       38,016      6,055          (280)           -                  46,345
Stock issued for stock
  incentive plans, net                      238       24          618                      (54)                                 588

Stock purchased and retired                (141)     (14)      (1,208)                                                       (1,222)
Net income                    $12,389                                     12,389                                             12,389
Minimum pension
  liability adjustment,
  net of  taxes of $11            (18)                                                                              (18)        (18)
Unrealized gain on
  securities, net of
  taxes of $74                    121                                                                               121         121
                            ----------

Comprehensive income          $12,492
                            ==========
Dividends declared                                                       (1,370)                                            (1,370)
Three-for-two stock split                    47        4          (4)                                                             -
- ------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2002               25,682    2,568       37,422     17,074          (334)                     103      56,833
Stock issued for stock
  incentive plans, net                      257       26          550          -           105                                  681
Stock purchased and retired                (226)     (23)      (2,248)                                                       (2,271)
Net income                    $18,072                                     18,072                                             18,072
Minimum pension
  liability adjustment,
  net of  taxes of $288          (534)                                                                             (534)       (534)
Unrealized gain on
  securities, net of
  taxes and
  reclassification
  adjustments                     (78)                                                                              (78)        (78)
                            ----------

Comprehensive income          $17,460
                            ==========
Dividends declared                                                        (2,737)                                            (2,737)
Three-for-two stock
  split                                      15        2           (2)                                                            -
- ------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2003               25,728   $2,573      $35,722    $32,409        $(229)                   $(509)     $69,966
====================================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                                                 26
<PAGE>
<TABLE>
<CAPTION>

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------------------------------------------------
                                      MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
- ----------------------------------------------------------------------------------------------------------------------
(in thousands)
- ----------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,                                                  2003              2002              2001
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>                <C>
OPERATING ACTIVITIES
Net income                                                           $    18,072      $     12,389       $     8,563
   Non-cash charges (credits) to earnings:
   Depreciation and amortization                                           2,306             2,079             2,267
   Deferred income tax provision (benefit)                                 1,029              (247)              460
(Increase) decrease in assets:
   Accounts receivable                                                    (2,499)             (293)              568
   Inventories                                                            (1,085)           (6,207)              698
   Prepaid expenses and other current assets                               1,007              (283)           (1,491)
   Income taxes receivable                                                (1,073)              831                 -
   Other non-current assets                                                 (679)             (292)              (40)
Increase (decrease) in liabilities:
   Accounts payable                                                         (684)              985              (481)
   Income taxes payable                                                   (1,066)            1,066                 -
   Other accrued expenses                                                  1,089             1,668              (313)
   Other long-term liabilities                                             1,411                 -                 -
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                 17,828            11,696            10,231
- ----------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Capital expenditures                                                      (3,707)           (3,800)           (5,456)
Net (purchase) sale of marketable securities                                (725)            6,660           (13,259)
Purchase of business                                                           -                 -            (1,037)
Receipt of cash and marketable securities from RPC, Inc.                       -                 -            13,833
- ----------------------------------------------------------------------------------------------------------------------
Net cash (used for) provided by investing activities                      (4,432)            2,860            (5,919)
- ----------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Decrease in receivable from RPC, Inc.                                          -                 -               614
Payment of dividends                                                      (2,737)           (1,370)           (1,022)
Cash paid for common stock purchased and retired                          (2,271)           (1,222)              (65)
Proceeds received upon exercise of stock options                             576               363                17
- ----------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities                                    (4,432)           (2,229)             (456)
- ----------------------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                  8,964            12,327             3,856
Cash and cash equivalents at beginning of year                            17,280             4,953             1,097
- ----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                             $    26,244      $     17,280       $     4,953
======================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       27
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


NOTE 1: SIGNIFICANT ACCOUNTING POLICIES


BASIS OF CONSOLIDATION AND PRESENTATION - The consolidated financial statements
include the accounts of Marine Products Corporation (a Delaware corporation) and
its wholly owned subsidiaries ("Marine Products" or the "Company"). Marine
Products, through Chaparral Boats, Inc. ("Chaparral") and Robalo LLC ("Robalo"),
operates as a manufacturer of fiberglass powerboats and related products and
services to a broad range of consumers worldwide.

The consolidated financial statements included herein may not necessarily be
indicative of the results of operations, financial position and cash flows of
Marine Products in the future or had it operated as a separate, independent
company during all periods presented.

In January 2000, the Board of Directors of RPC, Inc. ("RPC") announced that it
planned to spin-off to RPC stockholders the business conducted through
Chaparral, RPC's powerboat manufacturing segment (the "spin-off"). RPC's Board
of Directors subsequently approved the spin-off on February 12, 2001. RPC
accomplished the spin-off on February 28, 2001 by contributing 100 percent of
the issued and outstanding stock of Chaparral to Marine Products, and then
distributing the common stock of Marine Products to RPC stockholders. RPC
stockholders received 0.6 shares of Marine Products common stock for each share
of RPC common stock owned as of the record date. Based on an Internal Revenue
Service Private Letter ruling, subject to certain assumptions, the spin-off was
tax-free to RPC and RPC's stockholders, except for cash received for any
fractional shares. Immediately after the spin-off was completed, RPC owned no
shares of Marine Products common stock, and Marine Products became an
independent public company. A total of 25,518,416 (restated for the
three-for-two stock split effective March 10, 2004 for shares held on February
10, 2004) shares of Marine Products common stock were distributed in connection
with the spin-off.

The consolidated financial statements have been prepared on the historical cost
basis, and present the Company's financial position, results of operations and
cash flows since the spin-off transaction and prior to the spin-off that related
directly to RPC's powerboat manufacturing segment operations.

The Company has only one reportable segment - its Powerboat Manufacturing
business. The Company's results of operations and its financial condition are
not significantly reliant upon any single customer, product model or the
Company's international operations.

NATURE OF OPERATIONS - Marine Products is principally engaged in manufacturing
powerboats and providing related products and services. Marine Products
distributes fiberglass recreational boats through a network of domestic and
international independent dealers.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS - The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of sales and expenses during the reporting period. Actual
results could differ from those estimates. Significant estimates are used in the
determination of accrued sales incentives and discounts, warranty accruals,
insurance reserves and pension liabilities.

SALES RECOGNITION - The Company recognizes revenue in accordance with the
Securities and Exchange Commission's Staff Accounting Bulletin No. 104, "Revenue
Recognition," that clarifies the basic criteria for recognizing revenue. Marine
Products recognizes sales when a fully executed agreement exists, prices are
determinable, products are delivered to the dealer and collectibility is
reasonably assured.

                                       28
<PAGE>

SHIPPING AND HANDLING CHARGES - The shipping and handling of the Company's
products to dealers is handled through a combination of a third-party marine
transport service and a company owned fleet of delivery trucks. Fees charged to
customers for shipping and handling is included in net sales in the accompanying
consolidated statements of income; the related costs incurred by the Company are
included in cost of goods sold.

ADVERTISING - Advertising expenses are charged to expense during the period in
which they are incurred. Expenses associated with the product brochures and
other inventoriable marketing materials are capitalized and amortized over the
related model year which approximates the consumption of these materials. As of
December 31, 2003 and 2002, the Company had recorded approximately $320,000 and
$655,000 in prepaid expenses related to the capitalized brochure costs. Total
advertising expense recorded was approximately $2,785,000 in 2003, $2,086,000 in
2002 and $1,801,000 in 2001.

SALES INCENTIVES - Sales incentives including dealer discounts and retail sales
promotions are provided for and recorded as a reduction in sales for the period
in which the related sales are recorded. The Company records these incentives at
the later of the recognition of the related sales or the announcement of a
promotional program.

CASH AND CASH EQUIVALENTS - Highly liquid investments with original maturities
of three months or less are considered to be cash equivalents.

MARKETABLE SECURITIES - Marine Products maintains investments held with several
large, well-capitalized financial institutions. Marine Products' investment
policy does not allow investment in any securities rated less than "investment
grade" by national rating services.

Management determines the appropriate classification of debt securities at the
time of purchase and re-evaluates such designations as of each balance sheet
date. Debt securities are classified as available-for-sale because the Company
does not have the intent to hold the securities to maturity. Available-for-sale
securities are stated at their fair values, with the unrealized gains and
losses, net of tax, reported as a separate component of stockholders' equity.
Realized gains and losses and declines in value judged to be other than
temporary on available-for-sale securities are included in interest income.
Realized gains on sales of marketable securities totaled $87,738 for the year
ended December 31, 2003, realized losses for the years ended December 31, 2002
and 2001 totaled $23,400 and $5,066. Of the total gain realized in 2003,
$168,000 was reclassified from other comprehensive income. The cost of
securities sold is based on the specific identification method. Interest and
dividends on securities classified as available-for-sale are included in
interest income. As of December 31, 2003, Marine Products owned approximately
$2,998,000 of corporate obligations with an unrealized loss of $6,215 and
approximately $1,477,000 of municipal obligations with an unrealized gain of
$5,309.

Investments with remaining maturities of less than 12 months are considered to
be current marketable securities. Investments with remaining maturities greater
than 12 months are considered to be non-current marketable securities. Marine
Products' marketable securities generally consist of United States government,
corporate and municipal debt securities. The maturities of the Company's
non-current marketable securities are as follows: $0 in 2004, approximately
$4,750,000 between 2005 and 2009, $894,000 between 2010 and 2014, $286,000 in
2015 and thereafter.

ACCOUNTS RECEIVABLE - Accounts receivable are carried at the amount owed by
customers less an allowance for doubtful accounts. The allowance for doubtful
accounts is estimated based upon historical write-off percentages, known problem
accounts and current economic conditions. Accounts are written-off against the
allowance for doubtful accounts when the Company determines that amounts are
uncollectible.

INVENTORIES - Inventories are stated at the lower of cost (determined on a
first-in, first-out basis) or market value. Market value is determined based on
replacement cost for raw materials and net realizable value for work in process
and finished goods.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is carried at
cost. Depreciation is provided principally on a straight-line basis over the
estimated useful lives of the assets. The cost of assets retired or otherwise
disposed of and the related accumulated depreciation are eliminated from the
accounts in the year of disposal with the resulting gain or loss credited or
charged to income. Expenditures for additions, major renewals, and betterments
are capitalized while expenditures for routine maintenance and repairs are
expensed as incurred.

                                       29
<PAGE>

Depreciation expense on operating equipment used in production is included in
cost of goods sold in the accompanying consolidated statements of income. All
other depreciation is included in selling, general and administrative expenses
in the accompanying consolidated statements of income. Property, plant and
equipment are reviewed for impairment when indicators of impairment exist.

INTANGIBLES - Intangibles consist primarily of goodwill and trade names related
to businesses acquired. Goodwill represents the excess of the purchase price
over the fair value of net assets of businesses acquired. The carrying amount of
goodwill was $3,308,000 as of December 31, 2003 and 2002. Pursuant to the
adoption of Statement of Accounting Standard ("SFAS") 142 on January 1, 2002,
goodwill is no longer amortized to earnings but instead is subject to an annual
test for impairment. The Company completed an initial impairment analysis upon
adoption of SFAS No. 142 and a subsequent analysis during the fourth quarter of
2003. Based upon the results of these analyses, the Company has concluded that
no impairment of its goodwill has occurred. Trade names are amortized on a
straight-line basis over the periods of their estimated useful lives, as
straight-line best estimates the ratio that current sales bear to the total of
current and anticipated sales, based on the estimated useful lives. Trade names
are reviewed for impairment when such indicators exist.

The carrying amount and accumulated amortization for trade names are as follows:

December 31,                                         2003                2002
- --------------------------------------------------------------------------------
Trade names                                      $  600,000          $  600,000
Less: accumulated amortization                      (90,000)            (50,000)
- --------------------------------------------------------------------------------
                                                 $  510,000          $  550,000
================================================================================

Had the Company adopted the provisions of SFAS No. 142 as of January 1, 2001,
the effects on net income would have been as follows:

Year ended December 31,                           2003       2002        2001
- ----------------------------------------------- --------- ----------- ----------
(IN THOUSANDS)
Net income (as reported)                        $18,072     $12,389       $8,563
Effect of goodwill amortization, net of taxes         -           -          424
- --------------------------------------------------------------------------------
Pro forma net income                            $18,072     $12,389       $8,987
================================================================================

Pro forma income per share would have been as follows:

         Basic                                    $0.71       $0.49        $0.35
================================================================================
         Diluted                                  $0.67       $0.46        $0.34
================================================================================

Amortization of trade names was approximately $40,000 each in 2003 and 2002 and
$10,000 in 2001. Goodwill amortization was $684,000 in 2001. Estimated
amortization expense for trade names is $40,000 for each of the five succeeding
years from 2004 to 2008.

ALLOWANCE FOR BOAT REPURCHASES - The Company is obligated under certain
circumstances to repurchase boats from selected finance companies through which
its dealers have financed boats under floor-plan financing arrangements. The
Company estimated fair value of the guarantee is immaterial at December 31,
2003.

WARRANTY ACCRUALS - The Company warrants the entire boat, excluding the engine,
against defects in materials and workmanship for a period of one year. The
Company also warrants the entire deck and hull, including its bulkhead and
supporting stringer system, against defects in materials and workmanship for
periods ranging from five to ten years. The Company accrues for estimated future
warranty costs at the time of the sale based on its historical claims
experience. An analysis of the warranty accruals for the years ended December
31, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
     (IN THOUSANDS)                                                     2003              2002
     ---------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>
     Balances at beginning of year                                 $     1,944        $    1,739
     Less:  Payments made during the year                               (2,744)           (2,540)
     Add:   Warranties issued during the year                            3,344             2,441
            Changes in warranties issued in prior years                    302               304
     ---------------------------------------------------------------------------------------------
     Balances at end of year                                       $     2,846        $    1,944
     =============================================================================================
</TABLE>

                                       30
<PAGE>

Changes in warranties issued in prior years are due to updated information about
the frequency and size of claims incurred related to prior year sales.

INSURANCE ACCRUALS - The Company fully insures its risks related to general
liability, product liability, workers' compensation, and vehicle liability,
whereas the health insurance plan is self-funded up to a maximum annual claim
amount for each covered employee and related dependents. The estimated cost of
claims under the self-insurance program is accrued as the claims are incurred
and may subsequently be revised based on developments relating to such claims.

RESEARCH AND DEVELOPMENT COSTS - The Company expenses research and development
costs for new products and components as incurred. Research and development
costs are included in selling, general and administrative expenses and totaled
$1,075,000 in 2003, $1,605,000 in 2002 and $1,955,000 in 2001.

INCOME TAXES - Deferred tax liabilities and assets are determined based on the
difference between the financial and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse. The Company establishes a valuation allowance against the carrying
value of deferred tax assets if the Company concludes that it is more likely
than not that the asset will not be realized through future taxable income.

EARNINGS PER SHARE - SFAS No. 128, "Earnings Per Share," requires a basic
earnings per share and diluted earnings per share presentation. The two
calculations differ as a result of the dilutive effect of stock options and time
lapse restricted and performance restricted shares included in diluted earnings
per share, but excluded from basic earnings per share. A reconciliation of
weighted average shares outstanding is as follows:

- --------------------------------------------------------------------------------
                                                                    UN AUDITED
                                                                    (PRO-FORMA)
                                        2003           2002            2001
- --------------------------------------------------------------------------------
Basic                                25,386,434     25,419,830      25,339,056
Dilutive effect of stock options
   and restricted shares              1,474,956      1,457,254         845,634
- --------------------------------------------------------------------------------
Diluted                              26,861,390     26,877,084      26,184,690
================================================================================

FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company's financial instruments
consist primarily of cash and cash equivalents, accounts receivable, accounts
payable and marketable securities. The carrying value of cash, accounts
receivable and accounts payable approximate their fair values because of the
short-term nature of such instruments. The Company's marketable securities are
classified as available-for-sale securities and are carried at fair value in the
accompanying consolidated balance sheets. The fair value of these securities is
based upon quoted market prices.

CONCENTRATION OF SUPPLIERS - The Company purchases a significant number of its
sterndrive engines from only two available suppliers. This concentration of
suppliers could impact our sales and profitability in the event of a sudden
interruption in the delivery of these engines.

NEW ACCOUNTING STANDARDS - In December 2002, the Financial Accounting Standards
Board ("FASB") issued FASB Interpretation ("FIN") No. 46, "Consolidation of
Variable Interest Entities." The Interpretation requires that a variable
interest entity, as defined, be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns or
both. The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to entities created prior to January 31, 2003 in the first fiscal year or
interim period ending after December 15, 2003. Certain of the disclosure
requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The Company has
completed an evaluation of its existing relationships with various dealerships
that sell its products and has concluded that none of them are variable interest
entities under the provisions of FIN 46.

                                       31
<PAGE>

In addition, the Company has not entered into any agreements subject to FIN 46
since January 31, 2003. Therefore, the adoption of the Interpretation will not
have an impact on the financial position, results of operations, or liquidity of
the Company.

In March 2003, the Emerging Issues Task Force ("EITF") of the FASB reached a
consensus on EITF Issue No. 02-16, "Accounting by a Customer (Including a
Reseller) for Certain Consideration Received from a Vendor," which addresses how
a reseller of a vendor's products should account for cash consideration received
from the vendor. Marine Products has adopted EITF 02-16 for all arrangements
entered into after December 31, 2002. The Company receives a discount on the
purchase of engines from certain manufacturers to be used by the Company to
promote the sale of their respective engines. The discounts are being accounted
for as a reduction in cost of inventory acquired. The effect of the adoption of
EITF 02-16 did not have a material impact on the Company's earnings.

In December 2003, the FASB reissued SFAS No. 132, "Employers' Disclosures about
Pension and Other Postretirement Benefits," that replaced the existing
pronouncement. The revised SFAS does not change the measurement or recognition
provisions; however, it requires additional disclosures about assets,
obligations, cash flows, net periodic benefit cost of defined benefit pension
plans and other post retirement benefit plans. The disclosure rules apply to
annual financial statements for fiscal years ending after December 15, 2003. In
addition, there are additional disclosure requirements for the interim-period
financial reports starting in the first quarter of 2004. The Company has adopted
the provisions of SFAS 132 and presented the additional disclosures in Note 9 to
the consolidated financial statements. The adoption of SFAS 132 did not have a
material effect on the financial position, results of operations or liquidity of
the Company.

STOCK-BASED COMPENSATION - Marine Products accounts for its stock incentive plan
using the intrinsic value method prescribed by Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Marine
Products records deferred compensation related to the restricted stock grants
based on the fair market value of the shares at the issue date and amortizes
such amounts over the vesting period for the shares. Marine Products recorded
amortization of deferred compensation related to these restricted stock grants
totaling $104,000 in 2003, $226,000 in 2002 and $89,000 in 2001.

If Marine Products had accounted for the stock incentives in accordance with the
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", the total
fair value of awards granted under the plan would be amortized over the vesting
period of the awards, and Marine Products' reported net income and diluted net
income per share would have been as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>                 <C>                   <C>
Years ended December 31,                                2003                2002                  2001
- -------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
Net income (as reported)                              $18,072             $12,389               $8,563
Add:  Stock-based employee compensation
expense included in reported net income, net
of related tax                                             68                 140                   55
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effect                                       (405)               (354)                (181)
- -------------------------------------------------------------------------------------------------------------
Pro forma net income                                  $17,735             $12,175               $8,437
- -------------------------------------------------------------------------------------------------------------

Pro forma income per share would have been as follows:
         Basic -  as reported                           $0.71               $0.49                $0.34
         Basic -  pro forma                             $0.70               $0.48                $0.33
=============================================================================================================

         Diluted - as reported                          $0.67               $0.46                $0.33
         Diluted - pro forma                            $0.66               $0.45                $0.32
=============================================================================================================
</TABLE>

                                       32
<PAGE>

Pro forma net income for 2001 noted above is based on the fair value of RPC
options held by Marine Products' employees. The Company has computed for pro
forma disclosure purposes the value of all options granted during 2003, 2002 and
2001 using the Black-Scholes option pricing model as prescribed by SFAS No. 123
using the following weighted average assumptions:

- --------------------------------------------------------------------------------
                                      2003            2002           2001
- --------------------------------------------------------------------------------
Risk free interest rate               1.1%            2.9%           4.6%
Expected dividend yield               1.3%            1.0%           2.0%
Expected lives                        7 years         7 years        7 years
Expected volatility                   33%             39%            45%
- --------------------------------------------------------------------------------

The total fair value of options granted to Marine Products employees during each
of the years was computed as follows:

Years ended December 31,              2003            2002           2001
- --------------------------------------------------------------------------------
(IN THOUSANDS)
Total                                 $1,838          $1,389         $510

RECLASSIFICATION - Certain amounts for previous years have been reclassified to
conform with the 2003 consolidated financial statement presentation.

THREE-FOR-TWO STOCK SPLIT - The Board of Directors, at their quarterly meeting
on January 27, 2004, authorized a three-for-two stock split by the issuance on
March 10, 2004 of one additional common share for every two common shares held
of record at February 10, 2004. Accordingly, the par value of additional shares
issued will be adjusted between common stock and capital in excess of par value,
and fractional shares resulting from the stock split will be settled in cash.
All share and per share data appearing in the consolidated financial statements
and related footnotes have been retroactively adjusted for this split.

NOTE 2: INVENTORIES

Inventories consist of the following:

December 31,                              2003               2002
- ---------------------------------------------------------------------
(IN THOUSANDS)
- ---------------------------------------------------------------------
Raw materials                           $9,485             $6,617
Work in process                          5,889              3,535
Finished goods                           6,396             10,533
- ---------------------------------------------------------------------
Total inventories                      $21,770            $20,685
=====================================================================


NOTE 3: PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are presented at cost, net of accumulated
depreciation and consist of the following:

<TABLE>
<CAPTION>
                                            Estimated
December 31,                               Useful Lives         2003             2002
- ---------------------------------------------------------------------------------------------
(IN THOUSANDS)
- ---------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>
Land                                               N/A      $        495     $        454
Buildings                                        20-39            14,711           11,984
Operating equipment and property                  3-15             7,417            6,940
Furniture and fixtures                             5-7             1,063              950
Vehicles                                           3-5             4,876            4,750
Construction in progress                           N/A                 -              543
- ---------------------------------------------------------------------------------------------
Gross property, plant and equipment                               28,562           25,621
Less:  accumulated depreciation                                   10,801            9,405
- ---------------------------------------------------------------------------------------------
Net property, plant and equipment                           $     17,761     $     16,216
=============================================================================================
</TABLE>

                                       33
<PAGE>

Depreciation expense was $2,162,000 in 2003, $1,814,000 in 2002 and $1,485,000
in 2001. During 2002, the Company entered into and completed a like kind
exchange for operating equipment. The equipment that was traded in had a net
book value of $68,000 with a fair market value of $680,000. The fair market
value of the equipment purchased was $2,456,000. The Company recorded the new
asset at $1,837,000 with no gain or loss being recognized on the transaction.
The consolidated cash flow statement for the year ended December 31, 2002
excludes the value of the operating equipment traded in.


NOTE 4: RELATED PARTY TRANSACTIONS

In conjunction with the spin-off, RPC and Marine Products entered into various
agreements that address the allocation of assets and liabilities between the two
companies and that define the companies' relationship after the separation.
These include the Distribution Agreement and Plan of Reorganization, the
Transition Support Services Agreement, the Employee Benefits Agreement, and the
Tax Sharing and Indemnification Agreement.

The Distribution Agreement and Plan of Reorganization provided for, among other
things, the principal corporate transactions required to effect the spin-off
including the distribution ratio of Marine Products shares to RPC shares, the
contribution of cash by RPC to Marine Products at the date of the spin-off, and
the cancellation of any remaining inter-company balances. Effective with the
spin-off in February 2001, RPC established a cash balance at Marine Products of
approximately $15,000,000 by contributing $13,800,000, and cancelled a remaining
receivable from RPC totaling approximately $53,800,000.

The Transition Support Services Agreement provides for RPC to provide certain
services, including financial reporting and income tax administration,
acquisition assistance, etc., to Marine Products until the agreement is
terminated by either party.

In accordance with the Transition Support Services Agreement, Marine Products
reimbursed RPC for its estimated allocable share of administrative costs
incurred for services rendered on behalf of Marine Products totaling $496,000 in
2003, $588,000 in 2002 and $868,000 in 2001. The Company's directors are also
directors of RPC and certain officers are employees of both the Company and RPC.
Many of the costs previously shared with and allocated from RPC are now incurred
directly by the Company. The allocation of costs prior to the spin-off was based
on Marine Products' revenues as a percent of RPC's total revenues. These
allocated costs are included in selling, general and administrative expenses in
the accompanying consolidated statements of income. Management believes that
such allocation methodology was reasonable. The costs allocated to Marine
Products for these services are not necessarily indicative of the costs that
would have been incurred if Marine Products had been a separate, independent
entity and had otherwise independently managed these functions. The Company paid
$171,000 in 2003 and $332,000 in 2002 to a division of RPC for the purchase,
installation and service of overhead cranes.

The Employee Benefits Agreement provides for, among other things, Marine
Products to continue participating subsequent to the spin-off in two RPC
sponsored benefit plans, specifically, the defined contribution 401(k) plan and
the defined benefit retirement income plan. It also sets forth the method of
handling the stock options, and other stock incentive awards issued to RPC
employees that became Marine Products employees subsequent to the spin-off.

The Tax Sharing and Indemnification Agreement provides for, among other things,
the treatment of income tax matters for periods through the date of the spin-off
and responsibility for any adjustments as a result of audit by any taxing
authority. The general terms provide for the indemnification for any tax
detriment incurred by one party caused by the other party's action.

The Company participates in a multiple employer plan sponsored by RPC. Following
the spin-off of the Company in 2001, RPC has charged the Company for, and the
Company has been obligated to pay, its allocable share of pension costs and the
associated funding obligation related to the prior service liabilities of
Chaparral employees. Effective December 2003, the related prior service
liabilities totaling $3,314,000 and pension assets totaling $2,517,000 were
transferred within the multiple employer plan by RPC to the Company.

                                       34
<PAGE>

NOTE 5: OTHER ACCRUED EXPENSES

Other accrued expenses consist of the following:

<TABLE>
<CAPTION>
December 31,                                                               2003              2002
- -------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
- -------------------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>
Accrued payroll and related expenses                               $      2,280       $     1,933
Accrued sales discounts                                                   2,745             2,431
Accrued warranty expenses                                                 2,846             1,944
Liability for repurchases                                                    50               202
Other                                                                       705             1,027
- -------------------------------------------------------------------------------------------------------
Other accrued expenses                                             $      8,626       $     7,537
=======================================================================================================

NOTE 6: INCOME TAXES

The following table lists the components of the provision for income taxes:

- -------------------------------------------------------------------------------------------------------
Years ended December 31,                                          2003           2002           2001
- -------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
- -------------------------------------------------------------------------------------------------------
Current:
     Federal                                                  $     8,295    $     7,452    $     4,346
     State                                                            407            388            442
Deferred:
     Federal                                                        1,000           (227)           424
     State                                                             29            (20)            36
- -------------------------------------------------------------------------------------------------------
Total income tax provision                                    $     9,731    $     7,593    $     5,248
=======================================================================================================

A reconciliation between the federal statutory rate and Marine Products' effective tax rate is as follows:

Years ended December 31,                       2003            2002           2001
- --------------------------------------------------------------------------------------
Federal statutory rate                         35.0%           35.0%          35.0%
State income taxes                              2.0             1.9            2.0
Goodwill amortization                           0.0             0.0            1.7
Other                                          (2.0)            1.1           (0.7)
- --------------------------------------------------------------------------------------
Effective tax rate                             35.0%           38.0%          38.0%
======================================================================================

Significant components of the Company's deferred tax assets and liabilities are as follows:

December 31,                                                    2003           2002
- --------------------------------------------------------------------------------------
(IN THOUSANDS)
- --------------------------------------------------------------------------------------
Deferred tax assets:
     Warranty                                                $   814           $  738
     Sales discounts                                             557              433
     Self-insurance                                              149              233
     Stock-based compensation                                    250              232
     Pension expense                                             452              137
     Coop advertising                                            138              128
     All others                                                  285              630
- --------------------------------------------------------------------------------------
Gross deferred tax assets                                      2,645            2,531
- --------------------------------------------------------------------------------------

Deferred tax liabilities:
     Depreciation                                             (1,456)            (652)
     All others                                                  (84)             (74)
- --------------------------------------------------------------------------------------
Gross deferred tax liabilities                               $(1,540)          $ (726)
- --------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------
Net deferred tax assets                                      $ 1,105           $1,805
======================================================================================
</TABLE>
                                       35
<PAGE>

Total income tax payments, net of refunds, were $9,751,000 in 2003, $5,455,000
in 2002 and $4,536,000 in 2001. The Company and RPC have entered into a
tax-sharing and indemnification agreement whereby any subsequent income tax
adjustment resulting in a change in income tax assets or liabilities of either
RPC or Marine Products prior to the spin-off will be settled through an exchange
of cash. No settlements occurred in 2003 and approximately $140,000 was
transferred from RPC as a settlement in 2002.

NOTE 7:  ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income consists of the following (in
thousands):

<TABLE>
<CAPTION>
                                                          Minimum      Unrealized
                                                          pension     gain (loss) on
                                                         liability      securities       Total
- -------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>             <C>
Balance at December 31, 2001                             $       -    $           -   $        -
Change during 2002:
  Before-tax amount                                            (29)             195          166
  Tax benefit (expense)                                         11              (74)         (63)
- -------------------------------------------------------------------------------------------------
Total activity in 2002                                         (18)             121          103
- -------------------------------------------------------------------------------------------------
Balance at December 31, 2002                                   (18)             121          103
Change during 2003:
  Before-tax amount                                           (822)            (287)      (1,109)
  Tax benefit                                                  288              100          388
  Reclassification adjustment, net of taxes                      -              109          109
- -------------------------------------------------------------------------------------------------
Total activity in 2003                                        (534)             (78)        (612)
- -------------------------------------------------------------------------------------------------
Balance at December 31, 2003                             $    (552)   $          43   $     (509)
=================================================================================================
</TABLE>

NOTE 8:  COMMITMENTS AND CONTINGENCIES

LAWSUITS - The Company is a defendant in some lawsuits which allege that
plaintiffs have been damaged as a result of the use of the Company's products.
The Company is vigorously contesting these actions. Management, after
consultation with legal counsel, is of the opinion that the outcome of these
lawsuits will not have a material adverse effect on the financial position,
results of operations or liquidity of Marine Products.

DEALER FLOOR-PLAN FINANCING - To assist dealers in obtaining financing for the
purchase of its boats, the Company has entered into agreements with selected
dealers and financing institutions to guarantee varying amounts of qualifying
dealers' inventory debt obligations. The Company's obligation under its
guarantee becomes effective in the case of default financing by the dealer. The
agreements provide for the return of all repossessed boats to the Company, in
exchange for the Company's assumption of specified percentages of the unpaid
debt obligation on those boats. As of December 31, 2003, the maximum repurchase
obligation outstanding under these agreements, which expire in 2004 and 2005,
totaled approximately $4,000,000.

LEASE OBLIGATION - In June 2001, the Company entered into a lease transaction
for existing boat manufacturing space located in Valdosta, Georgia. The lease
has a term of 12 years. This lease has been accounted for as a capital lease and
accordingly, the building, land, and miscellaneous equipment have been recorded
in property, plant and equipment on the consolidated balance sheet at a gross
amount of $859,000 with a lease obligation equal to the estimated present value
of the remaining lease obligation totaling $150,000.

EMPLOYMENT AGREEMENTS - The Company has an agreement with two employees, which
provides for a monthly payment to each of the employees equal to 10 percent of
profits (defined as pretax income before goodwill amortization and certain
allocated corporate expenses). During the years ended December 31, 2003, 2002,
and 2001, the expense associated with this profit-sharing plan totaled
$7,240,000, $5,195,000, and $4,151,000, respectively, and is included in
selling, general and administrative expenses in the accompanying consolidated
statements of income.

                                       36
<PAGE>

NOTE 9:  EMPLOYEE BENEFIT PLANS

RETIREMENT PLAN - Effective with the spin-off, Marine Products began
participating in the tax-qualified, defined benefit, noncontributory, trusteed
retirement income plan sponsored by RPC that covers substantially all employees
with at least one year of service. In the first quarter of 2002, the Company's
Board of Directors approved a resolution to cease all future retirement benefit
accruals under the Retirement Income Plan effective March 31, 2002. In lieu
thereof, the Company began providing enhanced benefits in the form of cash
contributions for certain longer serviced employees that had not reached the
normal retirement age of 65 as of March 31, 2002. These discretionary
contributions are expected to be made over a seven year period beginning in 2002
to either a non-qualified Supplemental Executive Retirement Plan ("SERP")
established by the Company or to the 401(k) plan for each employee that is
entitled to the enhanced benefit. The expenses related to the enhanced benefits
were $126,000 in 2003 and 2002.

Beginning late in 2002, the Company began permitting selected highly compensated
employees to defer a portion of their compensation into the nonqualified SERP.
These employee deferrals are invested in mutual funds set up within a rabbi
trust. The SERP assets are marked to market and are reported as other assets on
the balance sheet. The SERP deferrals and the contributions are recorded on the
balance sheet in pension liabilities with any change in the fair value of the
liabilities recorded to compensation cost in the statement of income.

The following table sets forth the funded status of the retirement income plan
and the amounts recognized in Marine Products' consolidated balance sheets:

December 31,                                         2003           2002
- ----------------------------------------------------------------------------
(IN THOUSANDS)
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year            $    346       $    230
Service cost                                              -             72
Interest cost                                            22             27
Actuarial loss (gain)                                    23             45
Allocation of prior service liabilities               3,314              -
Benefits paid                                            (2)             -
Curtailments                                              -            (28)
- ----------------------------------------------------------------------------
Benefit obligation at end of year                  $  3,703       $    346
- ----------------------------------------------------------------------------

CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year     $     56       $      -
Actual return on plan assets                              8              -
Allocation of plan assets                             2,517              -
Employer contribution                                    25             56
Benefits paid                                            (2)             -
- ----------------------------------------------------------------------------
Fair value of plan assets at end of year           $  2,604       $     56
- ----------------------------------------------------------------------------

Funded status                                      $ (1,099)      $   (290)
Unrecognized net loss                                   851             29
- ----------------------------------------------------------------------------
Net accrued benefit cost                           $   (248)      $   (261)
- ----------------------------------------------------------------------------

The accumulated benefit obligation for the defined benefit pension plan at
December 31, 2003 and 2002, has been disclosed above. The Company uses a
December 31 measurement date for its qualified plan.

Marine Products' funding policy is to contribute to the retirement income plan
the amount required, if any, under the Employee Retirement Income Security Act
of 1974. Marine Products contributed $25,000 in 2003 and $56,174 in 2002. No
contributions were required in 2001. Following the spin-off of the Company in
2001, RPC has charged the Company for, and the Company has been obligated to
pay, its allocable share of pension costs and the associated funding obligation
related to the prior service liabilities of Chaparral employees. Effective
December 2003, the related prior service liabilities totaling $3,314,000 and
pension assets totaling $2,517,000 were transferred within the multiple employer
plan by RPC to the Company.

                                       37
<PAGE>

Pursuant to the provisions of SFAS No. 87, "Employers' Accounting for Pensions,"
the Company recorded pre-tax minimum pension liability adjustments of $822,000
in 2003 and $29,000 in 2002. As there were no previously unrecognized prior
service costs as of December 31, 2003 and 2002, the full amount of the
adjustments, net of related deferred tax benefit, are reflected as a reduction
to stockholders' equity.

Amounts recognized in the consolidated balance sheets and reflected as pension
liabilities consist of:

<TABLE>
<CAPTION>
     December 31,                                                 2003         2002
     ------------------------------------------------------------------------------------
     (IN THOUSANDS)
     <S>                                                        <C>          <C>
     Net accrued benefit cost                                   $     248    $     261
     Minimum pension liability adjustment                             851           29
     SERP employer contributions                                      136           68
     SERP employee deferrals                                          998          268
     ------------------------------------------------------------------------------------
     Net amount recognized                                      $   2,233    $     626
     ------------------------------------------------------------------------------------

The components of net periodic benefit cost are summarized as follows:

Years Ended December 31,                                       2003              2002
- -------------------------------------------------------------------------------------------
(IN THOUSANDS)
- -------------------------------------------------------------------------------------------
Service cost for benefits earned
   during the period                                         $      -          $     72
Interest cost on projected
   benefit obligation                                              22                27
Expected return on plan assets                                     (9)               (2)
- -------------------------------------------------------------------------------------------
Net periodic benefit cost                                    $     13          $     97
===========================================================================================

The weighted average assumptions as of December 31 used to determine the
projected benefit obligation and net benefit cost were as follows:

December 31,                                                   2003              2002
- -------------------------------------------------------------------------------------------
PROJECTED BENEFIT OBLIGATION:
Discount rate                                                  6.250%            6.875%
Rate of compensation increase                                     N/A               N/A

NET BENEFIT COST:
Discount rate                                                  6.875%            7.375%
Expected return on plan assets                                 8.000%            8.000%
Rate of compensation increase                                     N/A               N/A
===========================================================================================
</TABLE>

The Company's expected return on assets assumption is derived from a detailed
periodic assessment by its management and investment adviser. It includes a
review of anticipated future long-term performance of individual asset classes
and consideration of the appropriate asset allocation strategy given the
anticipated requirements of the plan to determine the average rate of earnings
expected on the funds invested to provide for the pension plan benefits. While
the assessment gives appropriate consideration to recent fund performance and
historical returns, the rate of return assumption is derived primarily from a
long-term, prospective view. Based on its recent assessment, the Company has
concluded that its expected long-term return assumption of eight percent is
reasonable.

At December 31, 2003 and 2002, the Plan's assets were comprised of listed common
stocks and U.S. government and corporate securities. The plan's weighted average
asset allocation at December 31, 2003 and 2002 by asset category along with the
target allocation for 2004 are as follows:

                                       38
<PAGE>
<TABLE>
<CAPTION>
                                                       TARGET       Percentage of      Percentage of
                                                    ALLOCATIONS   Plan Assets as of  Plan Assets as of
                                                      FOR 2004       December 31,        December 31,
      Asset Category                                                     2003               2002
      ------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                <C>
      Equity Securities                                  52.0%              53.2%              51.1%
      Debt Securities - core fixed income                41.0%              41.4%              42.6%
      Debt Securities - high yield                          0%                 0%                 0%
      Real Estate                                           0%                 0%                 0%
      Other                                               7.0%               5.4%               6.3%
      ------------------------------------------------------------------------------------------------
      Total                                             100.0%             100.0%             100.0%
      ================================================================================================
</TABLE>

The Company's investment strategy for its pension plan is to maximize the
long-term rate of return on plan assets within an acceptable level of risk in
order to minimize the cost of providing pension benefits. The investment policy
establishes a target allocation for each asset class, which is rebalanced as
required. The Company utilizes a number of investment approaches, including
individual market securities, equity and fixed income funds in which the
underlying securities are marketable, and debt funds to achieve this target
allocation. The Company expects to contribute approximately $700,000 to the
pension plan in 2004.

401(K) PLAN - Marine Products participates in a defined contribution 401(k) plan
sponsored by RPC that is available to substantially all full-time employees with
more than six months of service. This plan allows employees to make tax-deferred
contributions of up to 25 percent of their annual compensation, not exceeding
the permissible deduction imposed by the Internal Revenue Code. The Company
matches 50 percent of each employee's contributions that do not exceed six
percent of the employee's compensation contributed to the plan. Employees vest
in the Company's contributions after three years of service. The charges to
expense for Marine Products' contributions to the 401(k) plan were $147,000 in
2003, $136,000 in 2002 and $61,000 in 2001.

STOCK INCENTIVE PLAN - Historically, certain RPC employees, including employees
of Marine Products, participated in the RPC, Inc. Employee Stock Incentive Plan
(the "Plan"). In conjunction with the spin-off, Marine Products adopted a 10
year Employee Stock Incentive Plan ("2001 Plan") under which 2,000,000 shares of
common stock had been reserved for issuance to Marine Products employees.
Following the spin-off, outstanding stock option grants under the Plan held by
Marine Products employees were replaced with stock option grants under the 2001
Plan. On January 27, 2004, the Marine Products Board recommended adopting a new
10 year Employee Stock Incentive Plan (the "2004 Plan") under which 1,500,000
shares of common stock have been reserved for issuance. The 2004 Plan is to be
voted upon at the Annual Meeting of Shareholders to be held on April 27, 2004.
This plan provides for the issuance of various forms of stock incentives,
including, among others, incentive and non-qualified stock options and
restricted stock. As of December 31, 2003, approximately 113,000 shares were
available for grants under the 2001 Plan.

STOCK OPTIONS - Stock options are granted at an exercise price equal to the fair
market value of the Company's common stock at the date of grant except for
grants of incentive stock options to owners of greater than 10 percent of the
Company's voting securities which must be made at 110 percent of the fair market
value of the Company's common stock. Options generally vest ratably over a
period of five years and expire in 10 years, except to owners of greater than
10 percent of the Company's voting securities, which expire in five years.

Transactions involving the Marine Products stock options were as follows:

                                       39
<PAGE>
<TABLE>
<CAPTION>
                                               Total Options Outstanding      Exercisable Options
- ----------------------------------------------------------------------------------------------------
                                                              Weighted                    Weighted
                                                               Average                     Average
                                                              Exercise                    Exercise
                                                    Shares       Price         Shares       Price
- ----------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>            <C>         <C>
Outstanding December 31, 2000                            -     $     -
Granted                                          1,671,840        1.43
Exercised                                          (15,750)       0.99
- ----------------------------------------------------------------------------------------------------
Outstanding December 31, 2001                    1,656,090     $  1.43        875,514     $ 1.13
Granted                                            583,500        4.01
Canceled                                           (29,925)       2.60
Exercised                                         (284,335)       1.28
- ----------------------------------------------------------------------------------------------------
Outstanding December 31, 2002                    1,925,330     $  2.21        865,748     $ 1.23
Granted                                            507,000        6.91
Canceled                                            (2,700)       2.57
Exercised                                         (384,629)       1.50
- ----------------------------------------------------------------------------------------------------
Outstanding December 31, 2003                    2,045,001     $  3.51        846,173     $ 1.75
- ----------------------------------------------------------------------------------------------------

As of December 31, 2003, the options outstanding and the exercise prices together with the weighted
average remaining contractual life are as follows:

                                                                                    Weighted
                                                                                    average
                                                          Weighted average        remaining
     Exercise Prices               Number of Options       exercise prices     contractual life
     -------------------------------------------------------------------------------------------
                                 Total    Exercisable    Total    Exercisable
                                 -----    -----------    -----    -----------
     $  0.53                     80,993      80,993     $  0.53     $  0.53        0.4 years
     $  0.59                    101,243     101,243     $  0.59     $  0.59        2.1 years
     $  0.99                     81,000      81,000     $  0.99     $  0.99        3.1 years
     $  1.68                    190,930     190,930     $  1.68     $  1.68        4.1 years
     $  0.91                    259,435     179,456     $  0.91     $  0.91        5.1 years
     $  2.57                    248,100      84,450     $  2.57     $  2.57        7.3 years
     $  4.01                    576,300      98,101     $  4.01     $  4.01        8.1 years
     $  6.81 - 7.49             507,000      30,000     $  6.91     $  7.15        9.1 years
     -------------------------------------------------------------------------------------------
                              2,045,001      846,173    $  3.51     $  1.75        6.7 years
     ===========================================================================================
</TABLE>

RESTRICTED STOCK - Marine Products has granted employees two forms of restricted
stock; performance restricted and time lapse restricted. The performance
restricted shares are granted, but not earned and issued, until certain
five-year tiered performance criteria are met. The performance criteria are
predetermined market prices of Marine Products' common stock. On the date the
common stock appreciates to each level (determination date), 20 percent of
performance shares are earned. Once earned, the performance shares vest five
years from the determination date. Time lapse restricted shares vest 10 years
from the grant date. There were no restricted shares granted under these stock
programs in 2003, 2002 and 2001. There were 48,600 and 18,231 performance shares
earned and issued under the plans in 2002 and 2001. Compensation cost on
restricted shares is valued at the date of issuance and amortized over the
respective vesting period. As of December 31, 2003, there were 184,431 shares of
unvested restricted stock outstanding. During 2003, 2002 and 2001, no shares of
restricted stock vested.

NOTE 10: PURCHASE OF BUSINESS

Effective June 2001, Marine Products purchased certain operating and intangible
assets of the Robalo Marine segment of the U.S. Marine Division of Brunswick
Corporation ("Brunswick") for total consideration of $1,037,000. Robalo is a
manufacturer of sport fishing boats. The purchase was funded by cash and has
been accounted for using the purchase method of accounting. The purchase cost
has been allocated to the assets acquired based on estimated fair values as
follows:
                                            (in thousands)
                                            --------------
              Inventory                           $  112
              Prepaid Assets                          12
              Equipment                              313
              Trade name                             600
                                             -----------
                    Total Cost                    $1,037
                                             -----------

Results of operations from the Robalo acquisition have been included in the
accompanying statements of income from the acquisition date. Pro forma results
of operations have not been presented for the acquisition because the effects of
this acquisition were not material to the Company.

                                       40
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES - The Company maintains
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in its Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

As of the end of the period covered by this report, December 31, 2003 (the
"Evaluation Date"), the Company carried out an evaluation, under the supervision
and with the participation of its management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of its disclosure controls and procedures. Based upon this evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of the Evaluation
Date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING - There were no changes in
the Company's internal control over financial reporting that occurred during the
Company's most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning directors and executive officers is included in the
Marine Products Proxy Statement for its 2004 Annual Meeting of Stockholders, in
the section titled "Election of Directors." This information is incorporated
herein by reference. Information about executive officers is contained on page
13 of this document.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Information concerning the Audit Committee of the Company and the Audit
Committee Financial Expert(s) is included in the Marine Products Proxy Statement
for its 2004 Annual Meeting of Stockholders, in the section titled "Corporate
Governance and Board of Directors Compensation, Committees and Meetings." This
information is incorporated herein by reference.

CODE OF ETHICS
Marine Products has adopted a Code of Business Conduct that applies to all
employees. In addition, the Company has adopted a Supplemental Code of Business
Conduct and Ethics for directors, the Principal Executive Officer and Principal
Financial and Accounting Officer. Both of these documents are available on the
Company's website at WWW.MARINEPRODUCTSCORP.COM.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Information regarding compliance with Section 16(a) of the Exchange Act is
included under "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Company's Proxy Statement for its 2004 Annual Meeting of Stockholders, which is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information concerning executive compensation is included in the Marine Products
Proxy Statement for its 2004 Annual Meeting of Stockholders, in the section
titled "Executive Compensation." This information is incorporated herein by
reference.

                                       41
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information concerning security ownership is included in the Marine Products
Proxy Statement for its 2004 Annual Meeting of Stockholders, in the sections
titled, "Capital Stock" and "Election of Directors." This information is
incorporated herein by reference.

Information regarding Marine Products' equity compensation plans including plans
approved by security holders and plans not approved by security holders is
included in the section titled, "Executive Compensation" in the Marine Products
Proxy Statement for its 2004 Annual Meeting of Stockholders, which is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Information concerning certain relationships and related party transactions is
included in the Marine Products Proxy Statement for its 2004 Annual Meeting of
Stockholders, in the sections titled, "Certain Relationships and Related Party
Transactions" and "Compensation Committee Interlocks and Insider Participation."
This information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services is included in the
section titled, "Independent Public Accountants" in the Marine Products Proxy
Statement for its 2004 Annual Meeting of Stockholders. This information is
incorporated herein by reference.


                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

CONSOLIDATED FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS.

     1.   Consolidated financial statements listed in the accompanying Index to
          Consolidated Financial Statements and Schedule are filed as part of
          this report.

     2.   The financial statement schedule listed in the accompanying Index to
          Consolidated Financial Statements and Schedule is filed as part of
          this report.

     3.   Exhibits listed in the accompanying Index to Exhibits are filed as
          part of this report. The following such exhibits are management
          contracts or compensatory plans or arrangements:

            10.1       Marine Products Corporation 2001 Employee Stock Incentive
                       Plan (incorporated herein by reference to Exhibit 10.1 to
                       the Form 10 filed on February 13, 2001)

            10.6       Compensation Agreement between James A. Lane, Jr. and
                       Chaparral Boats, Inc. (incorporated herein by reference
                       to Exhibit 10.6 to the Form 10 filed on February 13,
                       2001).

            10.7       Form of stock option grant agreement (incorporated
                       herein by reference to Exhibit 10.7 to the Form 10-K
                       filed on March 21, 2003).

            10.8       Form of time lapse restricted stock grant agreement
                       (incorporated herein by reference to Exhibit 10.8 to the
                       Form 10-K filed on March 21,2003).

            10.9       Form of performance restricted stock grant agreement
                       (incorporated herein by reference to Exhibit 10.9 to the
                       Form 10-K filed on March 21, 2003).

                                       42
<PAGE>

EXHIBITS (INCLUSIVE OF ITEM 3 ABOVE):

   Exhibit
    Number                              Description
- -------------    ---------------------------------------------------------------

      3.1         Articles of Incorporation of Marine Products Corporation
                  (incorporated herein by reference to Exhibit 3.1 to the Form
                  10 filed on February 13, 2001).

      3.2         Bylaws of Marine Products Corporation

       4          Form of Common Stock Certificate of Marine Products
                  Corporation (incorporated herein by reference to Exhibit 4.1
                  to the Form 10 filed on February 13, 2001).

     10.1         Marine Products Corporation 2001 Employee Stock Incentive
                  Plan (incorporated herein by reference to Exhibit 10.1 to the
                  Form 10 filed on February 13, 2001).

     10.2         Agreement Regarding Distribution and Plan of Reorganization,
                  dated February 12, 2001, by and between RPC, Inc. and Marine
                  Products Corporation (incorporated herein by reference to
                  Exhibit 10.2 to the Form 10 filed on February 13, 2001).

     10.3         Employee Benefits Agreement, dated February 12, 2001, by and
                  between RPC, Inc., Chaparral Boats, Inc. and Marine Products
                  Corporation (incorporated herein by reference to Exhibit 10.3
                  to the Form 10 filed on February 13, 2001).

     10.4         Transition Support Services Agreement, dated February 12,
                  2001, by and between RPC, Inc. and Marine Products Corporation
                  (incorporated herein by reference to Exhibit 10.4 to the Form
                  10 filed on February 13, 2001).

     10.5         Tax Sharing Agreement, dated February 12, 2001, by and between
                  RPC, Inc. and Marine Products Corporation (incorporated herein
                  by reference to Exhibit 10.5 to the Form 10 filed on February
                  13, 2001).

     10.6         Compensation Agreement between James A. Lane, Jr. and
                  Chaparral Boats, Inc. (incorporated herein by reference to
                  Exhibit 10.6 to the Form 10 filed on February 13, 2001).

     10.7         Form of stock option grant agreement (incorporated herein by
                  reference to Exhibit 10.7 to the Form 10-K filed on March 21,
                  2003).

     10.8         Form of time lapse restricted stock grant agreement
                  (incorporated herein by reference to Exhibit 10.8 to the Form
                  10-K filed on March 21, 2003).

     10.9         Form of performance restricted stock grant agreement
                  (incorporated herein by reference to Exhibit 10.9 to the Form
                  10-K filed on March 21, 2003).

      21          Subsidiaries of Marine Products Corporation

      23          Consent of Ernst & Young LLP

      24          Powers of Attorney for Directors

     31.1         Section 302 certification for Chief Executive Officer

     31.2         Section 302 certification for Chief Financial Officer

     32.1         Section 906 certification for Chief Executive Officer and
                  Chief Financial Officer

                                       43

<PAGE>

REPORTS ON FORM 8-K

The following reports on Form 8-K were filed by Marine Products for the quarter
ended December 31, 2003.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                      Date of earliest event
Date filed            reported                  Description of event
- -----------------------------------------------------------------------------------------------------------
<S>                   <C>                       <C>
October 10, 2003      October 10, 2003          Item 5 and Item 7: Registrant issued a press release
                                                titled "Marine Products Corporation Reports Stock Buyback"
- -----------------------------------------------------------------------------------------------------------
October 29, 2003      October 29, 2003          Item 5 and Item 7: Registrant issued a press release
                                                titled "Marine Products Corporation Reports 2003 Third
                                                quarter Results"
- -----------------------------------------------------------------------------------------------------------
October 29, 2003      October 29, 2003          Item 5 and Item 7: Registrant issued a press release
                                                titled "Marine Products Corporation Announces Third
                                                quarter Cash Dividend"
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Any schedules or exhibits not shown above have been omitted because they are not
applicable.

SIGNATURES

Pursuant to the requirements of Section 13 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.

                                      Marine Products Corporation
                                      By: /s/ RICHARD A. HUBBELL
                                          --------------------------
                                          Richard A. Hubbell
                                          President and Chief Executive Officer

                                          March 5, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
         NAME                                TITLE                                DATE
         ----                                -----                                ----
<S>                           <C>                                             <C>
/s/ RICHARD A. HUBBELL        President and Chief Executive Officer           March 5, 2004
- --------------------------    (Principal Executive Officer)
Richard A. Hubbell

/s/ BEN M. PALMER             Chief Financial Officer
- --------------------------    (Principal Financial and Accounting Officer)    March 5, 2004
Ben M. Palmer
</TABLE>

The Directors of Marine Products (listed below) executed a power of attorney,
appointing Richard A. Hubbell their attorney-in-fact, empowering him to sign
this report on their behalf.

R. Randall Rollins, Director                  James B. Williams, Director
Wilton Looney, Director                       James A. Lane, Jr., Director
Gary W. Rollins, Director                     Linda H. Graham, Director
Henry B. Tippie, Director

/s/ RICHARD A. HUBBELL
- --------------------------------------
Richard A. Hubbell
Director and as Attorney-in-fact
March 5, 2004

                                       44
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE (ITEM 15(a))

The following documents are filed as part of this report.

<TABLE>
<CAPTION>
FINANCIAL STATEMENTS                                                                            PAGE

<S>                                                                                            <C>
Consolidated Balance Sheets as of December 31, 2003 and 2002                                     24
Consolidated Statements of Income for the three years ended December 31, 2003                    25
Consolidated Statements of Stockholders' Equity for the three years ended December 31, 2003      26
Consolidated Statements of Cash Flows for the three years ended December 31, 2003                27
Notes to Consolidated Financial Statements                                                     28-40

SCHEDULES

Schedule II - Valuation and Qualifying Accounts                                                  45

Schedules not listed above have been omitted because they are not applicable or
the required information is included in the consolidated financial statements or
notes thereto.

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

- --------------------------------------------------------------------------------------------------------------

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES (in thousands of dollars)
- --------------------------------------------------------------------------------------------------------------

For the years ended December 31, 2003, 2002 and 2001
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
                                                   Balance at      Charged to         Net            Balance
                                                   Beginning       Costs and      (Write-Offs)/     at End of
Description                                        of Period       Expenses        Recoveries        Period
- --------------------------------------------------------------------------------------------------------------
Year ended December 31, 2003
         Allowance for doubtful accounts           $      67       $       -       $        -       $      67
- --------------------------------------------------------------------------------------------------------------

Year ended December 31, 2002
         Allowance for doubtful accounts           $      67       $       -       $        -       $      67
- --------------------------------------------------------------------------------------------------------------

Year ended December 31, 2001
         Allowance for doubtful accounts           $      67       $       -       $        -       $      67
- --------------------------------------------------------------------------------------------------------------
</TABLE>

                                       45

<PAGE>

                         Report of Independent Auditors


The Board of Directors and Stockholders
Marine Products Corporation

We have audited the accompanying consolidated balance sheet of Marine Products
Corporation and Subsidiaries as of December 31, 2003 and 2002, and the related
consolidated statements of income, stockholders' equity and comprehensive income
and cash flows for the two years then ended. Our audit also included the
financial statement schedule for the two years ended December 31, 2003 and 2002,
listed in the Index at Item 15(a). These financial statements and schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audit. The
consolidated financial statements and schedule of Marine Products Corporation
and Subsidiaries for the year ended December 31, 2001, were audited by other
auditors who have ceased operations and whose report dated February 28, 2002
expressed an unqualified opinion on those statements and schedule before the
restatement adjustments included in Notes 1 and 6.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the 2003 and 2002 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Marine
Products Corporation and Subsidiaries at December 31, 2003 and 2002, and the
consolidated results of their operations and their cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule for the
two years ended December 31, 2003 and 2002, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

As described in Note 1 to the consolidated financial statements, effective
January 1, 2002, the Company changed its method of accounting for goodwill and
other intangible assets to conform with Statement of Financial Accounting
Standard No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS.

As discussed above, the consolidated financial statements and schedule of Marine
Products Corporation and Subsidiaries for the year ended December 31, 2001 were
audited by other auditors who have ceased operations. As described in Note 1,
the consolidated financial statements of Marine Products Corporation and
Subsidiaries for the year ended December 31, 2001 have been revised to include
the transitional disclosures required by Statement of Financial Accounting
Standards No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS, which was adopted by
the Company as of January 1, 2002. Our audit procedures with respect to the
disclosures in Note 1 with respect to 2001 included (a) agreeing the previously
reported net income to the previously issued financial statements, (b) agreeing
the adjustments to reported net income representing amortization expense
(including any related tax effects) recognized in 2001 related to goodwill that
is no longer being amortized as a result of initially applying Statement No. 142
to the Company's underlying records obtained from management, (c) agreeing all
2001 expense balances as disclosed for individual intangibles to the Company's
underlying accounting records obtained from management, and (d) testing the
mathematical accuracy of the reconciliation of pro forma net income to reported
net income and related earnings per share amounts.

As also discussed in Note 1, the consolidated financial statements of Marine
Products Corporation and Subsidiaries for the year ended December 31, 2001 have
been revised to include the disclosures required by Statement of Financial
Accounting Standards No. 148, ACCOUNTING FOR STOCK-BASED COMPENSATION-TRANSITION
AND DISCLOSURE, which was adopted by the Company as of December 31, 2002. Our
audit procedures with respect to the disclosures in Note 1 with respect to 2001
included (a) agreeing the previously reported net

                                       46
<PAGE>

income to the previously issued financial statements, (b) agreeing the
adjustments to reported net income representing compensation expense and pro
forma compensation expense (including any related tax effects) related to 2001
to the Company's underlying records obtained from management and (c) testing the
mathematical accuracy of the reconciliation of pro forma net income to reported
net income and related earnings per share amounts.

As also discussed in Note 1, the consolidated financial statements of Marine
Products Corporation and Subsidiaries for the year ended December 31, 2001 have
been revised to include the disclosures required by FASB Interpretation No. 45,
GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING
DIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS, which was adopted by the Company as
of December 31, 2002. Our audit procedures with respect to the disclosures in
Note 1 with respect to 2001 included (a) agreeing the previously reported
warranty accrual balances to the previously issued financial statements and
agreeing the adjustments to the warranty accrual balance to the Company's
underlying records obtained from management and (c) testing the mathematical
accuracy of the reconciliation of the warranty accrual.

The disclosures in Note 6 of the consolidated financial statements of Marine
Products Corporation and Subsidiaries for the year ended December 31, 2001 have
been revised to disclose additional detail with respect to the components of the
provision for income taxes. Our audit procedures with respect to the disclosures
in Note 6 with respect to 2001 included agreeing the components of the provision
for income taxes to the Company's underlying records obtained from management.

In our opinion, the disclosures for 2001 in Notes 1 and 6 with respect to the
matters referred to in the preceding three paragraphs are appropriate. However,
we were not engaged to audit, review, or apply any procedures to the 2001
consolidated financial statements of the Company other than with respect to such
disclosures and, accordingly, we do not express an opinion or any other form of
assurance on the 2001 consolidated financial statements taken as a whole.

Atlanta, Georgia                             Ernst & Young LLP
February 27, 2004

                                       47

<PAGE>

THE FOLLOWING REPORT OF ARTHUR ANDERSEN LLP ("ANDERSEN") IS A COPY OF THE REPORT
PREVIOUSLY ISSUED BY ANDERSEN ON FEBRUARY 28, 2002. THE REPORT OF ANDERSEN IS
INCLUDED IN THIS ANNUAL REPORT ON FORM 10-K PURSUANT TO RULE 2-02(e) OF
REGULATION S-X. THE COMPANY HAS NOT BEEN ABLE TO OBTAIN A REISSUED REPORT FROM
ANDERSEN. ANDERSEN HAS NOT CONSENTED TO THE INCLUSION OF ITS REPORT IN THIS
ANNUAL REPORT ON FORM 10-K. BECAUSE ANDERSEN HAS NOT CONSENTED TO THE INCLUSION
OF ITS REPORT IN THIS ANNUAL REPORT, IT MAY BE DIFFICULT TO SEEK REMEDIES
AGAINST ANDERSEN, AND THE ABILITY TO SEEK RELIEF AGAINST ANDERSEN MAY BE
IMPAIRED.


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Marine Products Corporation:

     We have audited the accompanying consolidated balance sheets of Marine
Products Corporation (a Delaware corporation) and subsidiaries as of December
31, 2001 and 2000, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedule based on our
audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Marine Products Corporation
and Subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.

     Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in Item 14 is
presented for the purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in our audit of
the basic financial statements and, in our opinion, fairly states in all
material respects, the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



Atlanta, Georgia
                                        Arthur Andersen LLP
February 28, 2002

                                       48
<PAGE>

UNAUDITED QUARTERLY DATA

- --------------------------------------------------------------------------------
                                    First      Second       Third     Fourth
- --------------------------------------------------------------------------------
                                      (IN THOUSANDS EXCEPT PER SHARE DATA)

Restated for the three-for-two stock split effective March 10, 2004 for shares
held on February 10, 2004

2003
Net sales                           $50,107    $51,951     $44,903    $47,019
Gross profit                         12,092     13,551      11,503     13,171
Net income                            4,194      4,961       4,459      4,458
Earnings per share - basic (a)         0.17       0.19        0.17       0.18
Earnings per share - diluted (a)       0.15       0.19        0.17       0.17

2002
Net sales                           $38,324    $47,193     $41,551    $35,614
Gross profit                          8,139     10,442       9,698      9,121
Net income                            2,487      3,611       3,340      2,951
Earnings per share - basic (a)         0.10       0.14        0.13       0.11
Earnings per share - diluted (a)       0.09       0.13        0.13       0.11


(a) The sum of the earnings per share for the four quarters differs from annual
earnings per share due to the required method of computing the weighted average
shares in interim periods.

                                       49

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3..2
<SEQUENCE>3
<FILENAME>tex3_2-1773b.txt
<DESCRIPTION>EX-3..2
<TEXT>
<PAGE>

EXHIBIT 3.2

                           MARINE PRODUCTS CORPORATION

                                     BYLAWS


                               ARTICLE I - OFFICES


              SECTION 1.    The executive offices of MARINE PRODUCTS CORPORATION
(the "CORPORATION") shall be located at 2170 Piedmont Road, N.E., Atlanta,
Georgia, 30324. The Corporation's registered office in the State of Delaware is
located at 1013 Centre Road, Wilmington, Delaware 19805, County of New Castle,
and the registered agent at such location shall be the Corporation Service
Company.


                            ARTICLE II - STOCKHOLDERS

              SECTION 1.    ANNUAL MEETING.

              An annual meeting of the stockholders, for the election of
directors to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting, shall be held at such
place, on such date, and at such time as the Board of Directors shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders.

              SECTION 2.    SPECIAL MEETINGS.

              Special meetings of the stockholders, other than those required by
statute, may be called only by the Chairman of the Board of Directors or the
President of the Corporation or by the Board of Directors acting pursuant to a
resolution approved by a majority of the Whole Board. As used in these Bylaws,
"WHOLE BOARD" shall mean the total number of authorized directors at the

<PAGE>

relevant point in time, whether or not there exist any vacancies in previously
authorized directorships. The Chairman or President of the Corporation or the
Board of Directors, acting pursuant to a resolution approved by the majority of
the Whole Board, may postpone or reschedule any previously scheduled special
meeting.

              SECTION 3.    NOTICE OF MEETINGS.

              Written notice of the place, date, and time of all meetings of the
stockholders, whether annual or special, shall be mailed, postage prepaid, not
less than ten (10) nor more than sixty (60) days before the date on which the
meeting is to be held, to each stockholder entitled to vote at such meeting at
the address on record at the Corporation for such stockholder, except as
otherwise provided in this Section or required by law ("required by law"
meaning, as required by these Bylaws, as required from time to time by the
Delaware General Corporation Law or as required from time to time by the
Certificate of Incorporation of the Corporation).

              When a meeting is adjourned to another place, date, or time,
written notice need not be given of the adjourned meeting if the place, date,
and time thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

              SECTION 4.    QUORUM.

              At any meeting of the stockholders, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by

                                       -2-
<PAGE>

law. Where a separate vote by a class or classes is required, a majority of the
shares of such class or classes present in person or represented by proxy shall
constitute a quorum entitled to take action with respect to that vote on that
matter.

              If a quorum shall fail to attend any meeting, the chairman of the
meeting may adjourn the meeting to another place, date, or time.

              SECTION 5.    ORGANIZATION.

              Such person as the Board of Directors may have designated or, in
the absence of such a person, the Chairman of the Board or, in his or her
absence, the President of the Corporation or, in his or her absence, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman of the meeting appoints.

              SECTION 6.    CONDUCT OF BUSINESS.

              The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him or her in
order. The chairman shall have the power to adjourn the meeting to another
place, date, and time. The date and time of the opening and closing of the polls
for each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.

              SECTION 7.    PROXIES AND VOTING.

              At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile

                                       -3-
<PAGE>

telecommunication, or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication, or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

              All voting, including on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefore by a stockholder entitled to vote or by his or her proxy,
a stock vote shall be taken. Every stock vote shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.

              The Corporation may, and to the extent required by law, shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting may, and to the extent required by law,
shall, appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. Every vote taken by ballots shall be
counted by a duly appointed inspector or inspectors.

              All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast affirmatively or negatively.

                                       -4-
<PAGE>

              SECTION 8.    LIST OF STOCKHOLDERS. The Secretary of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten (10) days prior to the
meeting: (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the Corporation. In the event that the Corporation determines to
make the list available on an electronic network, the Corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting.

              Section 9.    ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS AND
PROPOSALS.

              Nominations of persons for election to the Board of Directors and
proposals of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors,
or (c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section.

                                       -5-
<PAGE>

              For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the Delaware General Corporation Law, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in this paragraph, such stockholder or beneficial owner
must, in the case of a proposal, have delivered a proxy statement and form of
proxy to holders of at least the percentage of the Corporation's voting shares
required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation's voting shares reasonably believed
by such stockholder or beneficial holder to be sufficient to elect the nominee
or nominees proposed to be nominated by such stockholder, and must, in either
case, have included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
Section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice, under this Section. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than forty-five (45) nor
more than seventy-five (75) days prior to the first anniversary (the
"ANNIVERSARY") of the date on which the Corporation first mailed its proxy
materials for the preceding year's annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than thirty
(30) days prior to or delayed by more than thirty (30) days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not later than the close of business on the later
of (i)

                                       -6-
<PAGE>

the 90th day prior to such annual meeting or (ii) the 10th day following the day
on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
and such person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, and of such beneficial owner, as they appear on the Corporation's
books, (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether such stockholder or beneficial owner intends to deliver a proxy
statement and form of proxy to holders of, in the case of a proposal, at least
the percentage of the Corporation's voting shares required under applicable law
to carry the proposal or, in the case of a nomination or nominations, a
sufficient number of holders of the Corporation's voting shares to elect such
nominee or nominees (the notice described in this sentence, a "SOLICITATION
NOTICE").

              Notwithstanding anything in the second sentence of the second
paragraph of this Section 9 to the contrary, in the event that the number of
directors to be elected to the Board is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least fifty-five (55) days prior
to the

                                       -7-
<PAGE>

Anniversary, a stockholder's notice required by this Section shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

              Only persons nominated in accordance with the procedures set forth
in this Section 9 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

              Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board or (b) by any stockholder of record of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this paragraph, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 9. Nominations
by stockholders of persons for election to the Board may be made at such a
special meeting of stockholders if the stockholder's notice required by the
second paragraph of this Section 9 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later

                                       -8-
<PAGE>

than the close of business on the later of the 90th day prior to such special
meeting or the 10th day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board to be elected at such meeting.

              For purposes of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

              Notwithstanding the foregoing provisions of this Section 9, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 9. Nothing in this Section 9 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.


                        ARTICLE III - BOARD OF DIRECTORS

              SECTION 1.    NUMBER, ELECTION AND TERM OF DIRECTORS.

              Subject to the rights of the holders of any series of preferred
stock to elect directors under specified circumstances, the number of directors
shall be fixed from time to time exclusively by the Board of Directors pursuant
to a resolution adopted by a majority of the Whole Board. The directors, other
than the initial sole director and other than those who may be elected by the
holders of any series of preferred stock under specified circumstances, shall be
divided, with respect to the time for which they severally hold office, into
three classes with the term of office of the first class to expire at the
Corporation's first annual meeting of stockholders, the term of office of the
second class to expire at the Corporation's second annual meeting of
stockholders, and the term of office of the third class to expire at the
Corporation's third annual meeting of stockholders, with each director

                                       -9-
<PAGE>

to hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of stockholders, commencing with the first
annual meeting, (i) directors elected to succeed those directors whose terms
then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified, and (ii) if authorized by a resolution of the Board of Directors,
directors may be elected to fill any vacancy on the Board of Directors,
regardless of how such vacancy shall have been created.

              SECTION 2.    NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

              Subject to applicable law and to the rights of the holders of any
series of preferred stock with respect to such series of preferred stock, and
unless the Board of Directors otherwise determines, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office, or other cause shall be
filled only by a majority vote of the directors then in office, though less than
a quorum, and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such director's successor shall have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the entire Board of Directors shall shorten the term of
any incumbent director.

              SECTION 3.    REGULAR MEETINGS.

              Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times as shall have
been established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.

                                      -10-
<PAGE>

              SECTION 4.    SPECIAL MEETINGS.

              Special meetings of the Board of Directors may be called by the
President of the Corporation or by two or more directors then in office and
shall be held at such place, on such date, and at such time as they or he or she
shall fix. Notice of the place, date, and time of each such special meeting
shall be given each director by whom it is not waived by mailing written notice
not less than five (5) days before the meeting or by telephone or by
telegraphing or telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.

              SECTION 5.    QUORUM.

              At any meeting of the Board of Directors, a majority of the total
number of the Whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may adjourn
the meeting to another place, date, or time, without further notice or waiver
thereof.

              SECTION 6.    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

              Members of the Board of Directors, or of any committee thereof,
may participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

              SECTION 7.    CONDUCT OF BUSINESS.

              At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to time
determine, and all matters shall be determined by the vote of a majority of the
directors present, except as otherwise provided herein or required by law.
Action may be taken by the Board of Directors without a meeting if all members
thereof

                                      -11-
<PAGE>

consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.

              SECTION 8.    POWERS.

              The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, including, without limiting the generality of the
foregoing, the unqualified power:

                            (1)   To declare dividends from time to time in
       accordance with law;

                            (2)   To purchase or otherwise acquire any property,
       rights or privileges on such terms as it shall determine;

                            (3)   To authorize the creation, making and
       issuance, in such form as it may determine, of written obligations of
       every kind, negotiable or non-negotiable, secured or unsecured, and to do
       all things necessary in connection therewith;

                            (4)   To remove any officer of the Corporation with
       or without cause, and from time to time to devolve the powers and duties
       of any officer upon any other person for the time being;

                            (5)   To confer upon any officer of the Corporation
       the power to appoint, remove and suspend subordinate officers, employees
       and agents;

                            (6)   To adopt from time to time such stock option,
       stock purchase, bonus or other compensation plans for directors,
       officers, employees and agents of the Corporation and its subsidiaries as
       it may determine;

                            (7)   To adopt from time to time such insurance,
       retirement, and other benefit plans for directors, officers, employees
       and agents of the Corporation and its subsidiaries as it may determine;
       and

                                      -12-
<PAGE>

                            (8)   To adopt from time to time regulations, not
       inconsistent with these Bylaws, for the management of the Corporation's
       business and affairs.

              SECTION 9.    COMPENSATION OF DIRECTORS.

              Unless otherwise restricted by the Certificate of Incorporation,
the Board of Directors shall have the authority to fix the compensation of the
directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or paid a stated salary or
paid other compensation as director. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.


                             ARTICLE IV - COMMITTEES

              SECTION 1.    COMMITTEES OF THE BOARD OF DIRECTORS.

              The Board of Directors may from time to time designate committees
of the Board of Directors, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall, for those
committees and any others provided for herein, elect a director or directors to
serve as the member or members, designating, if it desires, other directors as
alternate members who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any committee and any alternate member in his or her place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.

                                      -13-
<PAGE>

              SECTION 2.    CONDUCT OF BUSINESS.

              Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all committee meetings; one-third (1/3) of the members
shall constitute a quorum unless the committee shall consist of one (1) or two
(2) members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.


                              ARTICLE V - OFFICERS

              SECTION 1.    GENERALLY.

              The officers of the Corporation shall consist of a President, one
or more Vice Presidents, a Secretary, a Treasurer, and such other officers as
may from time to time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors. Each officer shall hold office until his or
her successor is elected and qualified or until his or her earlier resignation
or removal. Any number of offices may be held by the same person. The salaries
of officers elected by the Board of Directors shall be fixed from time to time
by the Board of Directors or by such officers as may be designated by resolution
of the Board.

              SECTION 2.    CHAIRMAN OF THE BOARD.

              It shall be the duty of the Chairman to preside at all of the
meetings of stockholders and directors; to have general and active management of
the business of the Corporation; and to see that all orders and resolutions of
the board of directors are carried into effect. The Chairman of the Board shall
be vested with all the powers and be required to perform all the duties of the
President

                                      -14-
<PAGE>

in his absence or disability. The Chairman of the Board shall perform such other
duties as shall be assigned to him by the Board of Directors.

              SECTION 3.    PRESIDENT.

              The President shall be the Chief Executive Officer of the
Corporation. Subject to the provisions of these Bylaws and to the direction of
the Board of Directors, he or she shall have the responsibility for the general
management and control of the business and affairs of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of chief executive or which are delegated to him or her by the Board of
Directors. He or she shall have power, unless otherwise delegated, to sign all
stock certificates, contracts, and other instruments of the Corporation which
are authorized and shall have general supervision and direction of all of the
other officers, employees, and agents of the Corporation.

              SECTION 4.    VICE PRESIDENT.

              Each Vice President shall have such powers and duties as may be
delegated to him or her by the Board of Directors. If there is more than one (1)
Vice President then one (1) Vice President may be designated by the Board to
perform the duties and exercise the powers of the President in the event of the
President's absence or disability.

              SECTION 5.    TREASURER.

              The Treasurer shall have the responsibility for maintaining the
financial records of the Corporation. He or she shall make such disbursements of
the funds of the Corporation as are authorized and shall render from time to
time an account of all such transactions and of the financial condition of the
Corporation. The Treasurer shall also perform such other duties as the Board of
Directors may from time to time prescribe.

                                      -15-
<PAGE>

              SECTION 6.    SECRETARY.

              The Secretary shall issue all authorized notices for, and shall
keep minutes of, all meetings of the stockholders and the Board of Directors. He
or she shall have charge of the corporate books and shall perform such other
duties as the Board of Directors may from time to time prescribe.

              SECTION 7.    DELEGATION OF AUTHORITY.

              The Board of Directors may from time to time delegate the powers
or duties of any officer to any other officers or agents, notwithstanding any
provision hereof.

              SECTION 8.    REMOVAL.

              Any officer of the Corporation may be removed at any time, with or
without cause, by the Board of Directors.

              SECTION 9.    ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS.

              Unless otherwise directed by the Board of Directors, the President
or any officer of the Corporation authorized by the President shall have power
to vote and otherwise act on behalf of the Corporation, in person or by proxy,
at any meeting of stockholders of or with respect to any action of stockholders
of any other corporation in which the Corporation may hold securities and
otherwise to exercise any and all rights and powers which the Corporation may
possess by reason of its ownership of securities in such other corporation.


                               ARTICLE VI - STOCK

              SECTION 1.    CERTIFICATES OF STOCK.

              Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the Chairman or Vice-chairman of the Board of
Directors or the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer,

                                      -16-
<PAGE>

certifying the number of shares owned by him or her. Any or all of the
signatures on the certificate may be by facsimile.

              SECTION 2.    TRANSFERS OF STOCK.

              Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article VI of these
Bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

              SECTION 3.    RECORD DATE.

              In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive
payment of any dividend or other distribution or allotment of any rights or to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may,
except as otherwise required by law, fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
and which record date shall

                                      -17-
<PAGE>

not be more than sixty (60) nor less than ten (10) days before the date of any
meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other distribution
or allotment of rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto.

              A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

              SECTION 4.    LOST, STOLEN OR DESTROYED CERTIFICATES.

              In the event of the loss, theft, or destruction of any certificate
of stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft, or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

              SECTION 5.    REGULATIONS.

              The issue, transfer, conversion and registration of certificates
of stock shall be governed by such other regulations as the Board of Directors
may establish.


                              ARTICLE VII - NOTICES

              SECTION 1.    NOTICES.

              Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder, director, officer,
employee, or agent shall be in writing and may in every instance be effectively
given by hand delivery to the recipient thereof, by depositing such notice in
the mails, postage paid, recognized overnight delivery service or by sending
such notice by facsimile, receipt acknowledged, or by prepaid telegram or
mailgram. Any such notice shall be addressed to such stockholder, director,
officer, employee, or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails or by telegram or
mailgram, shall be the time of the giving of the notice.

                                      -18-
<PAGE>

              SECTION 2.    WAIVERS.

              A written waiver of any notice, signed by a stockholder, director,
officer, employee, or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, director, officer, employee, or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.
Attendance at any meeting shall constitute waiver of notice except attendance
for the sole purpose of objecting to the timeliness of notice.


                          ARTICLE VIII - MISCELLANEOUS

              SECTION 1.    FACSIMILE SIGNATURES.

              In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of any
officer or officers of the Corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.

              SECTION 2.    CORPORATE SEAL.

              The Board of Directors may provide a suitable seal, containing the
name of the Corporation, which seal shall be in the charge of the Secretary. If
and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.

              SECTION 3.    RELIANCE UPON BOOKS, REPORTS AND RECORDS.

              Each director, each member of any committee designated by the
Board of Directors, and each officer of the Corporation shall, in the
performance of his or her duties, be fully protected in relying in good faith
upon the books of account or other records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or committees of the Board of Directors so
designated, or by any other person as to

                                      -19-
<PAGE>

matters which such director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

              SECTION 4.    FISCAL YEAR.

              The fiscal year of the Corporation shall be as fixed by the Board
of Directors.

              SECTION 5.    TIME PERIODS.

              In applying any provision of these Bylaws which requires that an
act be done or not be done a specified number of days prior to an event or that
an act be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.

              SECTION 6.    ELECTRONIC COMMUNICATIONS. Notwithstanding anything
else herein contained, these Bylaws shall not prohibit or restrict the taking of
any action by the Corporation, the Board of Directors or any directors, officers
or stockholders by electronic transmission or remote communication to the
fullest extent permitted by the Delaware General Corporation Law, provided that
this section shall in no way limit the discretion conferred on the Board by the
Delaware General Corporation Law to determine whether or not such means are to
be employed or permitted.


             ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND OFFICERS

              SECTION 1.    RIGHT TO INDEMNIFICATION.

              Each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "PROCEEDING"),
by reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another Corporation or of a
partnership, joint venture, trust, or other

                                      -20-
<PAGE>

enterprise, including service with respect to an employee benefit plan
(hereinafter an "INDEMNITEE"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee, or agent or in
any other capacity while serving as a director, officer, employee, or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability, and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes, or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
ARTICLE IX with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

              SECTION 2.    RIGHT TO ADVANCEMENT OF EXPENSES.

              The right to indemnification conferred in Section 1 of this
ARTICLE IX shall include the right to be paid by the Corporation the expenses
(including attorney's fees) incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "ADVANCEMENT OF EXPENSES"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "UNDERTAKING"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from

                                      -21-
<PAGE>

which there is no further right to appeal (hereinafter a "FINAL ADJUDICATION")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall
be contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

              SECTION 3.    RIGHT OF INDEMNITEE TO BRING SUIT.

              If a claim under Section 1 or 2 of this ARTICLE IX is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the

                                      -22-
<PAGE>

applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this ARTICLE IX or otherwise, shall be on the
Corporation.

              SECTION 4.    NON-EXCLUSIVITY OF RIGHTS.

              The rights to indemnification and to the advancement of expenses
conferred in this ARTICLE IX shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested directors, or otherwise.

              SECTION 5.    INSURANCE.

              The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under the Delaware General Corporation Law.

              SECTION 6.    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
CORPORATION.

              The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or

                                      -23-
<PAGE>

agent of the Corporation to the fullest extent of the provisions of this Article
with respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.


                             ARTICLE X - AMENDMENTS

              In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized to make, alter, amend, and
repeal these Bylaws subject to the power of the holders of capital stock of the
Corporation to alter, amend or repeal the Bylaws; provided, however, that, with
respect to the powers of holders of capital stock to make, alter, amend, and
repeal Bylaws of the Corporation, notwithstanding any other provision of these
Bylaws or any provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any affirmative vote of the holders of any particular
class or series of the capital stock of the Corporation required by law, these
Bylaws or any preferred stock, the affirmative vote of the holders of at least
sixty-six and 7/10 percent (66.7%) of the voting power of all of the
then-outstanding shares entitled to vote generally in the election of directors,
voting together as a single class, shall be required to make, alter, amend, or
repeal any provision of these Bylaws.

                     ARTICLE XI - EQUAL OPPORTUNITY POLICY

              Consistent with the Corporation's equal employment opportunity
policy, nominations for the election of directors shall be made by the Board of
Directors and voted upon by the stockholders in a manner consistent with these
By-Laws and without regard to the nominee's race, color, ethnicity, religion,
sex, age, national origin, veteran status, or disability.

                                      -24-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>tex21-1773b.txt
<DESCRIPTION>EX-21
<TEXT>
<PAGE>

EXHIBIT 21

SUBSIDIARIES OF MARINE PRODUCTS CORPORATION


NAME                                                  STATE OF INCORPORATION

Chaparral Boats, Inc.                                         Georgia

Chaparral Marine Inc.                                         Georgia

Robalo Acquisition Company, LLC                               Georgia

Marine Products Investment Company, LLC                       Delaware


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>tex23-1773b.txt
<DESCRIPTION>EX-23
<TEXT>
<PAGE>

EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-59886) pertaining to the 2001 Employee Stock Incentive Plan of
Marine Products Corporation of our report dated February 27, 2004, with respect
to the consolidated financial statements and schedule of Marine Products
Corporation included in the Annual Report (Form 10-K) for the year ended
December 31, 2003.

                                        /s/ Ernst & Young LLP

Atlanta, Georgia
March 8, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>tex24-1773b.txt
<DESCRIPTION>EX-24
<TEXT>
<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY





Know All Men By These Presents, that the undersigned constitutes and appoints
Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and
all capacities to sign filings by Marine Products Corporation on Form 10-K,
Annual Reports and any and all amendments thereto (including post-effective
amendments) and to file the same, with all exhibits, and any other documents in
connection therewith, with the Securities and Exchange Commission.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this     22      day of      JAN      2004.
                                 -----------        -------------



                                               /s/ Wilton Looney
                                               ---------------------------------
                                                   Wilton Looney, Director



Witness:

/s/ Martha S. Looney
- -------------------------------------



<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY





Know All Men By These Presents, that the undersigned constitutes and appoints
Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and
all capacities to sign filings by Marine Products Corporation on Form 10-K,
Annual Reports and any and all amendments thereto (including post-effective
amendments) and to file the same, with all exhibits, and any other documents in
connection therewith, with the Securities and Exchange Commission.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this     9th     day of      FEB      2004.
                                 -----------        -------------



                                             /s/ R. Randall Rollins
                                             -----------------------------------
                                                 R. Randall Rollins, Director



Witness:


/s/ Linda H. Graham
- -------------------------------------

<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY





Know All Men By These Presents, that the undersigned constitutes and appoints
Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and
all capacities to sign filings by Marine Products Corporation on Form 10-K,
Annual Reports and any and all amendments thereto (including post-effective
amendments) and to file the same, with all exhibits, and any other documents in
connection therewith, with the Securities and Exchange Commission.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this    20th     day of      JAN      2004.
                                 -----------        -------------



                                             /s/ Linda H. Graham
                                             -----------------------------------
                                                 Linda H. Graham, Director



Witness:

/s/ Amy Gillis
- -------------------------------------

<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY





Know All Men By These Presents, that the undersigned constitutes and appoints
Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and
all capacities to sign filings by Marine Products Corporation on Form 10-K,
Annual Reports and any and all amendments thereto (including post-effective
amendments) and to file the same, with all exhibits, and any other documents in
connection therewith, with the Securities and Exchange Commission.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this     23      day of    January    2004.
                                 -----------        -------------



                                             /s/ James A. Lane Jr.
                                             -----------------------------------
                                                 James A. Lane, Jr., Director



Witness:

/s/ Donna R. Giddens
- -------------------------------------


<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY





Know All Men By These Presents, that the undersigned constitutes and appoints
Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and
all capacities to sign filings by Marine Products Corporation on Form 10-K,
Annual Reports and any and all amendments thereto (including post-effective
amendments) and to file the same, with all exhibits, and any other documents in
connection therewith, with the Securities and Exchange Commission.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this    26th     day of    January    2004.
                                 -----------        -------------



                                              /s/ James B. Williams
                                              ----------------------------------
                                                  James B. Williams, Director



Witness:

/s/ Louise M. Talliver
- -------------------------------------

<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY





Know All Men By These Presents, that the undersigned constitutes and appoints
Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and
all capacities to sign filings by Marine Products Corporation on Form 10-K,
Annual Reports and any and all amendments thereto (including post-effective
amendments) and to file the same, with all exhibits, and any other documents in
connection therewith, with the Securities and Exchange Commission.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this     13      day of    JANUARY    2004.
                                 -----------        -------------


                                             /s/ Henry B. Tippie
                                             -----------------------------------
                                                 Henry B. Tippie, Director



Witness:

/s/ Terri Whetstone
- -------------------------------------

<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY





Know All Men By These Presents, that the undersigned constitutes and appoints
Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and
all capacities to sign filings by Marine Products Corporation on Form 10-K,
Annual Reports and any and all amendments thereto (including post-effective
amendments) and to file the same, with all exhibits, and any other documents in
connection therewith, with the Securities and Exchange Commission.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this     3rd     day of    February    2004.
                                 -----------        --------------



                                               /s/ Gary W. Rollins
                                               ---------------------------------
                                                   Gary W. Rollins, Director



Witness:


/s/ Kathleen Gray
- -------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>7
<FILENAME>tex31_1-1773b.txt
<DESCRIPTION>EX-31.1
<TEXT>
<PAGE>

EXHIBIT 31.1

                                 CERTIFICATIONS

I, Richard A. Hubbell, President and Chief Executive Officer of registrant,
certify that:

     1.   I have reviewed this annual report on Form 10-K of Marine Products
          Corporation;
     2.   Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;
     3.   Based on my knowledge, the financial statements, and other financial
          information included in this report, fairly present in all material
          respects the financial condition, results of operations and cash flows
          of the registrant as of, and for, the periods presented in this
          report;
     4.   The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
          control over financial reporting (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have:
               a.   designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;
               c.   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
               d.   disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and
     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the equivalent
          function):
               a.   all significant deficiencies in the design or operation of
                    internal control over financial reporting which are
                    reasonably likely to adversely affect the registrant's
                    ability to record, process, summarize and report financial
                    information; and
               b.   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.


                                    /s/ RICHARD A. HUBBELL
                                    --------------------------------
Date:  March 5, 2004                Richard A. Hubbell
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)

                                       51

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>8
<FILENAME>tex31_2-1773b.txt
<DESCRIPTION>EX-31.2
<TEXT>
<PAGE>

EXHIBIT 31.2

I, Ben M. Palmer, Vice President, Chief Financial Officer, and Treasurer certify
that:

     1.   I have reviewed this annual report on Form 10-K of Marine Products
          Corporation;
     2.   Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;
     3.   Based on my knowledge, the financial statements, and other financial
          information included in this report, fairly present in all material
          respects the financial condition, results of operations and cash flows
          of the registrant as of, and for, the periods presented in this
          report;
     4.   The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
          control over financial reporting (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and we have:
               a.   designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;
               c.   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
               d.   disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and
     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the equivalent
          function):
               a.   all significant deficiencies in the design or operation of
                    internal control over financial reporting which are
                    reasonably likely to adversely affect the registrant's
                    ability to record, process, summarize and report financial
                    information; and
               b.   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.

                          /s/ BEN M. PALMER
                          -----------------------------------
Date:  March 5, 2004      Ben M. Palmer
                          Vice President, Chief Financial Officer, and Treasurer
                          (Principal Financial and Accounting Officer)

                                       52

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>9
<FILENAME>tex32_1-1773b.txt
<DESCRIPTION>EX-32.1
<TEXT>
<PAGE>

EXHIBIT 32.1


CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002



To the best of their knowledge the undersigned hereby certify that the Annual
Report on Form 10-K of Marine Products Corporation for the period ended December
31, 2003, fully complies with the requirements of Section 13(a) of The
Securities Exchange Act of1934 (15 U.S.C.78m) and that the information contained
in the Annual Report fairly presents, in all material respects, the financial
condition and results of operations of Marine Products Corporation.




Date:  March 5, 2004
                           /s/ Richard A. Hubbell
                           -----------------------------------------------------
                           Richard A. Hubbell
                           President and Chief Executive Officer
                           (Principal Executive Officer)




Date:  March 5, 2004
                           /s/ Ben M. Palmer
                           -----------------------------------------------------
                           Ben M. Palmer
                           Vice President, Chief Financial Officer and Treasurer
                           (Principal Financial and Accounting Officer)

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
