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<SEC-DOCUMENT>0001188112-04-001682.txt : 20041101
<SEC-HEADER>0001188112-04-001682.hdr.sgml : 20041101
<ACCEPTANCE-DATETIME>20041101173037
ACCESSION NUMBER:		0001188112-04-001682
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040930
FILED AS OF DATE:		20041101
DATE AS OF CHANGE:		20041101

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-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16263
		FILM NUMBER:		041111041

	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-Q
<SEQUENCE>1
<FILENAME>t10q-3870.txt
<DESCRIPTION>10-Q
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]     Quarterly report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

[ ]     Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934


                           Commission File No. 1-16263


                           MARINE PRODUCTS CORPORATION
             (exact name of registrant as specified in its charter)


DELAWARE                                                      58-2572419
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)


                 2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324
               (Address of principal executive offices) (zip code)

      Registrant's telephone number, including area code -- (404) 321-7910

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

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. Yes  X  No
                                       ---    ---

As of October 15, 2004, Marine Products Corporation had 25,962,074 shares of
common stock outstanding.

<PAGE>
<TABLE>
<CAPTION>

                                                 MARINE PRODUCTS CORPORATION.
                                                      Table of Contents

<S>                                                                                                                     <C>
PART I.   FINANCIAL INFORMATION                                                                                         PAGE
                                                                                                                         NO.
          Item 1.            Financial Statements (Unaudited)
                             Consolidated balance sheets -
                             As of September 30, 2004 and December 31, 2003                                               3

                             Consolidated statements of income - for the three and nine months ended
                             September 30, 2004 and 2003                                                                  4

                             Consolidated statements of cash flows - for the nine months ended September 30, 2004
                             and 2003                                                                                     5

                             Notes to consolidated financial statements                                                  6-11

          Item 2.            Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                                         12

          Item 3.            Quantitative and Qualitative Disclosures About Market Risk                                  19

          Item 4.            Controls and Procedures                                                                     19

PART II.  OTHER INFORMATION

          Item 1.            Legal Proceedings                                                                           20

          Item 2.            Unregistered Sales of Equity Securities and Use of Proceeds                                 20

          Item 3.            Defaults upon Senior Securities                                                             21

          Item 4.            Submission of Matters to a Vote of Security Holders                                         21

          Item 5.            Other Information                                                                           21

          Item 6.            Exhibits                                                                                    21

SIGNATURES                                                                                                               22
</TABLE>

                                                              2
<PAGE>
<TABLE>
<CAPTION>

                                 MARINE PRODUCTS CORPORATION AND SUBSIDIARIES
                                        PART I. FINANCIAL INFORMATION
                                         ITEM 1. FINANCIAL STATEMENTS

                                         CONSOLIDATED BALANCE SHEETS
                                AS OF SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
                                                (In thousands)
                                                 (Unaudited)


                                                              SEPTEMBER 30,                 December 31,
                                                                  2004                          2003
- ------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                           <C>
ASSETS

Cash and cash equivalents                                             $34,757                       $26,244
Marketable securities                                                   5,291                         1,402
Accounts receivable, net                                                4,762                         3,970
Inventories                                                            25,908                        21,770
Income taxes receivable                                                   945                         1,073
Deferred income taxes                                                   2,442                         2,265
Prepaid expenses and other current assets                                 974                           616
- ------------------------------------------------------------------------------------------------------------
   Total current assets                                                75,079                        57,340
Property, plant and equipment, net                                     18,212                        17,761
Intangibles, net                                                        3,788                         3,818
Marketable securities                                                   5,762                         5,930
Other assets                                                            2,488                         1,465
- ------------------------------------------------------------------------------------------------------------
   TOTAL ASSETS                                                      $105,329                       $86,314
============================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                       $7,824                        $2,730
Accrued expenses                                                        9,158                         8,626
- ------------------------------------------------------------------------------------------------------------
   Total current liabilities                                           16,982                        11,356
Pension liabilities                                                     2,323                         2,233
Deferred income taxes                                                     772                         1,160
Other long-term liabilities                                             1,734                         1,599
- ------------------------------------------------------------------------------------------------------------
   Total liabilities                                                   21,811                        16,348
- ------------------------------------------------------------------------------------------------------------
Common stock                                                            2,596                         2,573
Capital in excess of par value                                         35,825                        35,722
Retained earnings                                                      47,609                        32,409
Accumulated other comprehensive loss                                     (515)                         (509)
Deferred compensation                                                  (1,997)                         (229)
- ------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                             83,518                        69,966
- ------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $105,329                       $86,314
============================================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>

                                   MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

                                         CONSOLIDATED STATEMENTS OF INCOME
                          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                       (In thousands except per share data)
                                                    (Unaudited)


                                             Three months ended September 30,     Nine months ended September 30,
                                             -------------------------------      -------------------------------
                                                 2004               2003              2004               2003
- ----------------------------------------------------------------------------      -------------------------------
<S>                                              <C>                <C>              <C>                <C>
NET SALES                                        $63,129            $44,903          $189,734           $146,961
Cost of goods sold                                46,012             33,400           139,923            109,815
                                             ------------       ------------      ------------       ------------
Gross profit                                      17,117             11,503            49,811             37,146
Selling, general and administrative expenses       7,475              4,937            22,130             16,611
                                             ------------       ------------      ------------       ------------
Operating income                                   9,642              6,566            27,681             20,535
Interest  income                                     139                 75               375                410
                                             ------------       ------------      ------------       ------------
Income before income taxes                         9,781              6,641            28,056             20,945
Income tax provision                               3,537              2,182             9,770              7,331
                                             ------------       ------------      ------------       ------------
NET INCOME                                        $6,244             $4,459           $18,286            $13,614
                                             ============       ============      ============       ============

EARNINGS PER SHARE
Basic                                              $0.24              $0.18             $0.71              $0.54
                                             ============       ============      ============       ============
Diluted                                            $0.23              $0.17             $0.67              $0.51
                                             ============       ============      ============       ============


DIVIDENDS PER SHARE                               $0.040             $0.027            $0.120             $0.081
                                             ============       ============      ============       ============


AVERAGE SHARES OUTSTANDING
Basic                                             25,699             25,405            25,618             25,362
                                             ============       ============      ============       ============
Diluted                                           27,202             26,847            27,166             26,788
                                             ============       ============      ============       ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.


                                                      4
<PAGE>
<TABLE>
<CAPTION>

                               MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                              (In thousands)
                                                (Unaudited)


                                                                      Nine months ended September 30
                                                                -----------------------------------------
                                                                      2004                    2003
- ---------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                     <C>
OPERATING ACTIVITES
NET INCOME                                                               $18,286                 $13,614
   Noncash charges (credits) to earnings:
      Depreciation, amortization and other non-cash charges                1,921                   1,741
      Deferred income tax (benefit) provision                               (562)                  2,403
   (Increase) decrease in assets:
      Accounts receivable                                                   (792)                 (5,313)
      Inventories                                                         (4,138)                    795
      Prepaid expenses and other current assets                             (358)                    807
      Income taxes receivable                                              1,002                  (1,265)
      Other non-current assets                                              (979)                   (609)
   Increase (decrease) in liabilities:
      Accounts payable                                                     5,094                   1,120
      Income taxes payable                                                     -                  (1,889)
      Other accrued expenses                                                 532                    (246)
      Other long-term liabilities                                            225                     919
- ---------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                 20,231                  12,077
- ---------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Capital expenditures                                                      (2,146)                 (3,372)
Net purchase of marketable securities                                     (3,774)                   (603)
- ---------------------------------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES                                    (5,920)                 (3,975)
- ---------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Payment of dividends                                                      (3,086)                 (2,051)
Cash paid for common stock purchased and retired                          (3,544)                 (2,271)
Proceeds received upon exercise of stock options                             832                     569
- ---------------------------------------------------------------------------------------------------------
NET CASH USED FOR FINANCING ACTIVITIES                                    (5,798)                 (3,753)
- ---------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                  8,513                   4,349
Cash and cash equivalents at beginning of period                          26,244                  17,280
- ---------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                               $34,757                 $21,629
=========================================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated statements.


                                                     5
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      GENERAL

        The accompanying unaudited condensed financial statements have been
        prepared in accordance with accounting principles generally accepted in
        the United States of America for interim financial information and with
        the instructions to Form 10-Q and Article 10 of Regulation S-X.
        Accordingly, they do not include all of the information and footnotes
        required by generally accepted accounting principles for complete
        financial statements. In the opinion of management, all adjustments
        (consisting of normal recurring accruals) considered necessary for a
        fair presentation have been included. Operating results for the three
        and nine months ended September 30, 2004 are not necessarily indicative
        of the results that may be expected for the year ending December 31,
        2004.

        The balance sheet at December 31, 2003 has been derived from the audited
        financial statements at that date but does not include all of the
        information and footnotes required by generally accepted accounting
        principles for complete financial statements.

        For further information, refer to the consolidated financial statements
        and footnotes thereto included in the Company's annual report on Form
        10-K for the year ended December 31, 2003.

        The Board of Directors, at its 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 on February 10, 2004. Accordingly, the par value of additional
        shares issued has been adjusted between common stock and capital in
        excess of par value, and fractional shares resulting from the stock
        split were settled in cash. All share and per share data appearing
        throughout this Form 10-Q have been retroactively adjusted to reflect
        the impact of this stock split.

2.      EARNINGS PER SHARE

        Basic and diluted earnings per share are computed by dividing net income
        by the weighted average number of shares outstanding during the
        respective periods. A reconciliation of weighted shares outstanding is
        as follows:


                                       6
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
          (In thousands)                             Three months ended         Nine months ended
                                                       September 30,              September 30,
          --------------------------------------------------------------------------------------------
                                                      2004         2003         2004          2003
                                                      ----         ----         ----          ----
<S>                                                  <C>          <C>          <C>           <C>
          Basic                                      25,699       25,405       25,618        25,362
          Dilutive effect of stock
            options and restricted shares             1,503        1,442        1,548         1,426
                                                  ----------------------------------------------------
          Diluted                                    27,202       26,847       27,166        26,788
                                                  ====================================================
</TABLE>

3.      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 Company has completed an evaluation of its
        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. Therefore, the adoption of the Interpretation did
        not have a material impact on the financial position, results of
        operations or liquidity of the Company.

        In March 2004, the Emerging Issues Task Force ("EITF") reached a
        consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary
        Impairment and its Application to Certain Investments." EITF 03-1
        applies to investments accounted for under SFAS No. 115, "Accounting for
        Certain Investments in Debt and Equity Securities," and SFAS No. 124,
        "Accounting for Certain Investments Held by Not-for-Profit
        Organizations." EITF 03-1 provides a basic three-step model to evaluate
        whether the impairment is other than temporary. This model for
        evaluating impairment must be applied to all current and prospective
        investments beginning in the second quarter of 2004. Qualitative and
        quantitative disclosures are effective for the fiscal year ending
        December 31, 2004. The adoption of EITF 03-1 did not have a material
        impact on the financial position, results of operations or liquidity of
        the Company.


                                       7
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.      COMPREHENSIVE INCOME

        The components of comprehensive income are as follows:

<TABLE>
<CAPTION>
        -------------------------------------------------------------------------------------------------------
        (IN THOUSANDS)                                    Three months ended             Nine months ended
                                                             September 30                   September 30
        -------------------------------------------------------------------------------------------------------
                                                         2004            2003           2004           2003
                                                      ---------------------------------------------------------
<S>                                               <C>             <C>             <C>            <C>
        Net income as reported                    $     6,244     $     4,459     $    18,286    $    13,614
        Change in unrealized gain on
          marketable securities, net of
          taxes                                            35               5              (6)           (73)
        -------------------------------------------------------------------------------------------------------
        Comprehensive income                      $     6,279     $     4,464     $    18,280    $    13,541
        =======================================================================================================
</TABLE>

5.      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." If Marine
        Products had accounted for the stock incentive plans in accordance with
        Statement of Financial Accounting Standards ("SFAS") No. 123,
        "Accounting for Stock-Based Compensation" reported net income per share
        would have been as follows:

<TABLE>
<CAPTION>
       ------------------------------------------------------------------------------------------------------------------------
       (IN THOUSANDS)                                             Three months ended                   Nine months ended
                                                                     September 30                         September 30
       ------------------------------------------------------------------------------------------------------------------------
                                                                 2004            2003             2004               2003
                                                                 ----            ----             ----               ----
<S>                                                          <C>         <C>                <C>                 <C>
       Net income - as reported                              $  6,244    $      4,459       $     18,286        $       13,614
       Add:  Stock-based employee compensation
             cost, included in reported net income, net
             of related tax effect                                 65              17                127                    51

       Deduct:  Stock-based employee compensation
                cost, computed using the fair value
                method for all awards, net of related
                tax effect                                       (149)           (101)              (374)                (300)
       ------------------------------------------------------------------------------------------------------------------------
       Pro forma net income                                  $  6,160    $      4,375       $     18,039         $      13,365
       ========================================================================================================================
</TABLE>


                                       8
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                          <C>         <C>                <C>              <C>
       Earnings per share - as reported
         Basic                                               $    0.24   $       0.18       $     0.71       $         0.54
         Diluted                                                  0.23           0.17             0.67                 0.51
       ========================================================================================================================

       Earnings per share - Pro forma
         Basic                                               $    0.24   $       0.17       $     0.70       $         0.53
         Diluted                                                  0.23           0.16             0.66                 0.50
       ========================================================================================================================
</TABLE>

6.      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.

        Activity in the warranty accrual for the nine months ended September 30,
        2004 and 2003 was as follows:

<TABLE>
<CAPTION>
        --------------------------------------------------------------------------------------------
        (IN THOUSANDS)                                                 2004                 2003
        --------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>
        Balances at beginning of year                           $      2,846        $       1,944
        Less: Payments made during the period                         (2,977)              (1,827)
        Add:  Warranties issued during the period                      2,852                2,158
              Changes in estimated expenditures
                for warranties issued in prior periods                   380                  145
        --------------------------------------------------------------------------------------------
        Balances at September 30                                $      3,101        $       2,420
        ============================================================================================
</TABLE>

        The Company is also a party to certain agreements with third party
        lenders that provide financing to the Company's network of dealers. The
        agreements provide for the return of 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, up
        to certain contractually determined dollar limits. As of September 30,
        2004, the maximum repurchase obligation outstanding under these
        agreements, which expire in 2004 and 2005, totaled approximately
        $3,500,000. The Company records the estimated fair value of the
        guarantee; at September 30, 2004, this amount was immaterial.


                                       9
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.      BUSINESS SEGMENT INFORMATION

        The Company has only one reportable segment, its powerboat manufacturing
        business; therefore, the majority of the disclosures required by SFAS
        No. 131 are not relevant to the Company. In addition, the Company's
        results of operations and its financial condition are not significantly
        reliant upon any single customer or on sales to international customers.

8.      INVENTORIES

        Inventories consist of the following:

<TABLE>
<CAPTION>
        -------------------------------------------------------------------------------------------------------
        (IN THOUSANDS)                                   SEPTEMBER 30, 2004             December 31, 2003
        -------------------------------------------------------------------------------------------------------
<S>                                                   <C>                           <C>
        Raw materials and supplies                    $           14,542            $            9,485
        Work in process                                            5,078                         5,889
        Finished goods                                             6,288                         6,396
        -------------------------------------------------------------------------------------------------------
        Total inventories                             $           25,908            $          21,770
        =======================================================================================================
</TABLE>

9.      INCOME TAXES

        The Company determines its periodic income tax provision based upon the
        current period income and the estimated annual effective tax rate for
        the Company. The rate is revised, if necessary, as of the end of each
        successive interim period during the fiscal year to the Company's best
        current estimate of its annual effective tax rate.


                                       10
<PAGE>

10.     EMPLOYEE BENEFIT PLAN

        The following represents the net periodic defined benefit cost and
        related components for the Company's pension plan.

<TABLE>
<CAPTION>

        (IN THOUSANDS)                                 Three months ended                 Nine months ended
                                                          September 30                       September 30
        --------------------------------------------------------------------------------------------------------
                                                      2004            2003               2004            2003
        --------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>                <C>             <C>
        Service cost                              $          -     $        -         $        -      $      -
        Interest cost                                       60              7                180             17
        Expected return on plan assets                     (57)            (3)              (173)            (7)
        Amortization of:
             Unrecognized net (gains)
             and losses                                     20              -                 64              -
        --------------------------------------------------------------------------------------------------------
        Net periodic benefit cost                 $         23     $        4         $       71      $      10
        ========================================================================================================
</TABLE>

        As of September 30, 2004, the Company contributed approximately $630,000
        to the pension plan. The Company does not currently expect to make any
        additional contribution to the defined benefit plan in 2004.


                                       11
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

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 sell
the products to retail customers. These dealers are located throughout the
continental United States and in several international markets.

The Company operates under a single business segment, its Powerboat
Manufacturing business. Marine Products' mission is to maximize the boating
experience by providing its customers with high-quality, innovative powerboats
and related products and services. Chaparral competes in the sterndrive and
inboard engine-powered sportboat, deckboat and cruiser markets, manufacturing
boats from 18 to 35 feet in length. The Company's Robalo brand competes in the
outboard engine-powered sport fishing boat market, manufacturing boats from 19
to 26 feet in length.

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 that may lead to a
decline in consumer confidence or consumers' discretionary income, both of which
could negatively impact sales of the Company's powerboats.

CRITICAL ACCOUNTING POLICIES

The discussion of Critical Accounting Policies is incorporated herein by
reference from the Company's annual report on Form 10-K for the fiscal year
ended December 31, 2003. There have been no significant changes in the critical
accounting policies since year-end.


                                       12
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


RESULTS OF OPERATIONS

Key operating and financial statistics for the three and nine months ended
September 30, 2004 and 2003 follow:

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------------------------------------------
     ($ IN THOUSANDS)                                          THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                                  SEPTEMBER 30                       SEPTEMBER 30
     ---------------------------------------------------------------------------------------------------------------------
                                                              2004              2003                 2004             2003
     ---------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>                  <C>                <C>
     Total number of boats sold                              1,804             1,387                5,546            4,802
     Average sales price per boat                      $      30.1     $        27.9        $        29.6      $      26.7
     Net sales                                         $    63,129     $      44,903        $     189,734      $   146,961
     Percentage of cost of goods sold to
        net sales                                             72.9%             74.4%                73.7%            74.7%
     Gross profit margin percent                              27.1%             25.6%                26.3%            25.3%
     Percentage of selling, general and
        administrative expense to net sales                   11.8%             11.0%                11.7%            11.3%
     Operating income                                  $     9,642     $       6,566        $      27,681      $    20,535
     Warranty expense                                  $     1,073     $         657        $       3,232      $     2,303
     ---------------------------------------------------------------------------------------------------------------------
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2003

NET SALES for the three months ended September 30, 2004 increased $18,226,000 or
40.6 percent. The increase in net sales was due to a 7.9 percent increase in the
average sales price per boat and a 30.1 percent increase in the number of boats
sold and an increase in parts and accessories sales. The increase in average
sales price per boat was due to higher sales of larger SSi sportboats, and a
favorable model mix at Robalo in addition to overall price increases that were
implemented for the 2005 model year, which began in July 2004. All four lines
experienced increased unit sales and higher average sales prices. The increase
in unit sales was highlighted by enhanced sales of SSi sportboats and Robalo
sport fishing boats. The third quarter of 2004 was marked by several severe
hurricanes in Florida, which is a large boating market. The storms did not have
a material negative impact on the financial results for the quarter, due to the
backlog of orders from dealers in the other markets served by the Company. All
of the Company's dealers that were impacted by the storms have resumed normal
operations.

COST OF GOODS SOLD for the three months ended September 30, 2004 was $46,012,000
compared to $33,400,000 for the three months ended September 30, 2003, an
increase of $12,612,000 or 37.8 percent. The increase in cost of goods sold was
due to increases in sales. Cost of goods sold, as a percentage of net sales,
decreased slightly in 2004 compared to 2003, due to higher unit sales of larger
boats, which generate higher profit margins, and improvements in manufacturing
efficiencies realized at higher production volumes.


                                       13
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES for the three months ended
September 30, 2004 were $7,475,000 compared to $4,937,000 for the three months
ended September 30, 2003, an increase of $2,538,000, or 51.4 percent. The
increase in selling, general and administrative expenses was due to incremental
costs that vary with sales and profitability, such as sales commissions, other
incentive compensation and warranty expense, as well as increased costs
associated with public company compliance. Warranty expense for the three months
ended September 30, 2004 was 1.7 percent of net sales compared to 1.5 percent of
net sales for the three months ended September 2003. Warranty expense tends to
be higher for larger sportboats and cruisers compared to the other lines and the
Company sold a higher volume of the larger boats in the third quarter of 2004
compared to the third quarter of 2003.

OPERATING INCOME for the three months ended September 30, 2004 increased
$3,076,000 or 46.8 percent compared to operating income for the comparable
period in 2003. Operating income was higher due to higher net sales, partially
offset by higher cost of goods sold and selling, general and administrative
expenses during the period, as discussed above.

INTEREST INCOME was $139,000 during the three months ended September 30, 2004
compared to $75,000 in the prior year period, an increase of $64,000 or 85.3
percent. This increase resulted from higher investment returns, coupled with
higher average investable balances of cash and marketable securities in the
third quarter of 2004 compared to the third quarter of 2003. Marine Products
generates interest income from investment of its available cash primarily in
overnight and marketable debt securities.

INCOME TAX PROVISION for the three months ended September 30, 2004 reflects an
effective tax rate of 36.2 percent, compared to 32.9 percent for the three
months ended September 30, 2003. The income tax provision in the third quarter
of 2003 included an adjustment to reduce the estimated effective tax rate from
36 percent to 35 percent. The effective tax rate change increased 2003 third
quarter net income by approximately $140,000. The income tax provision of
$3,537,000 was $1,355,000 or 62.1 percent higher than the income tax provision
of $2,182,000 for the three months ended September 30, 2003 as a result of
higher operating income, together with the higher effective tax rate.

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2003

NET SALES for the nine months ended September 30, 2004 increased $42,773,000 or
29.1 percent. The increase in net sales was due to a 10.8 percent increase in
the average sales price per boat and a 15.5 percent increase in the number of
boats sold and an increase in parts and accessories sales. The increase in
average sales price per boat was due to a favorable model mix, highlighted by
volume increases in cruisers, sales of larger sportboats, and increases in sales
of sport fishing boats, in addition to overall price increases that were
implemented for the 2004 and 2005 model years. All four lines experienced an
increase in unit sales.


                                       14
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


COST OF GOODS SOLD for the nine months ended September 30, 2004 was $139,923,000
compared to $109,815,000 for the nine months ended September 30, 2003, an
increase of $30,108,000 or 27.4 percent. The increase in cost of goods sold was
due to increases in sales. Cost of goods sold, as a percentage of net sales,
decreased in 2004 compared to 2003, due to higher unit sales of larger boats,
which generate higher profit margins, and improvements in manufacturing
efficiencies realized at higher production volumes.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES for the nine months ended September
30, 2004 were $22,130,000 compared to $16,611,000 for the nine months ended
September 30, 2003, an increase of $5,519,000, or 33.2 percent. The increase in
selling, general and administrative expenses was due to incremental costs that
vary with sales and profitability, such as sales commissions, other incentive
compensation and warranty expense, as well as increased costs associated with
public company compliance. Warranty expense for the nine months ended September
30, 2004 was 1.7 percent of net sales, compared to 1.6 percent of net sales for
the nine months ended September 30, 2003. Warranty expenses tend to be higher
for larger sportboats and cruisers compared to smaller models and the Company
sold a higher volume of larger boats in the first nine months of 2004 as
compared to the comparable period of 2003.

OPERATING INCOME for the nine months ended September 30, 2004 increased
$7,146,000 or 34.8 percent compared to operating income for the comparable
period in 2003. Operating income was higher due to higher net sales, partially
offset by higher cost of goods sold and selling, general and administrative
expenses during the period, as discussed above.

INTEREST INCOME was $375,000 during the nine months ended September 30, 2004
compared to $410,000 in the prior year period, a decrease of $35,000 or 8.5
percent. This decrease resulted from lower investment returns due to lower
market interest rates, partially offset by higher average investable balances of
cash and marketable securities during the nine months ended September 30, 2004
compared to the nine months ended September 30, 2003. Marine Products generates
interest income from investment of its available cash primarily in overnight and
marketable debt securities.

INCOME TAX PROVISION for the nine months ended September 30, 2004 reflects an
effective tax rate of 34.8 percent, compared to 35.0 percent for the nine months
ended September 30, 2003. The income tax provision of $9,770,000 was $2,439,000
or 33.3 percent higher than the income tax provision of $7,331,000 for the nine
months ended September 30, 2003 as a result of higher operating income.


LIQUIDITY AND CAPITAL RESOURCES


                                       15
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
     ------------------------------------------------------------------------------------------------------------------
     (IN THOUSANDS)                                                        NINE MONTHS ENDED SEPTEMBER 30
     ------------------------------------------------------------------------------------------------------------------
                                                                                   2004                   2003
     ------------------------------------------------------------------------------------------------------------------

<S>                                                                       <C>                   <C>
     Net cash provided by operating activities                            $      20,231         $       12,077
     Net cash used for investing activities                                      (5,920)                (3,975)
     Net cash used for financing activities                               $      (5,798)        $       (3,753)
     ------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company's decisions about the amount of cash to be used for investing and
financing purposes are influenced by its capital position and the expected
amount of cash to be provided by operations. During the nine months ended
September 30, 2004, cash and cash equivalents increased by $8,513,000.

Cash provided by operating activities for the nine months ended September 30,
2004 increased $8,154,000 compared to the nine months ended September 30, 2003.
The increase resulted primarily from higher net income coupled with increases in
accounts payable, increases in other accrued expenses and smaller increases in
accounts receivable, all due to timing differences. These increases in cash were
partially offset by higher inventories correlated with higher sales and related
manufacturing activities.

Cash used for investing activities for the nine months ended September 30, 2004
increased $1,945,000 compared to the nine months ended September 30, 2003. The
increase in cash used resulted from higher investments in marketable securities
partially offset by lower capital expenditures in 2004 compared to the prior
year. The Company has invested $2,146,000 in capital expenditures as of
September 30, 2004 and expects that capital expenditures for all of 2004 will be
approximately $2,500,000.

Cash used for financing activities for the nine months ended September 30, 2004
increased $2,045,000. The increase in cash used was due to a higher cost of
share repurchases, primarily due to higher prices paid per share in 2004
compared to 2003, and an increase in dividend payments resulting from the
Company's decision during the first quarter of 2004 to increase its quarterly
dividend by 50 percent to $0.04 per share. Details regarding the shares
repurchased during the quarter have been disclosed in Part II, Item 2 of this
document.

The Company believes that the liquidity provided by existing cash, cash
equivalents and marketable securities, its overall strong capitalization, and
cash expected to be generated from operations, will provide sufficient capital
to meet the Company's requirements for at least the next twelve months. The
Company believes that the liquidity will allow it the ability to continue to
grow and provide the opportunity to take advantage of business opportunities
that may arise.

The Company participates in a multiple employer Retirement Income Plan,
sponsored by RPC, Inc. The Company contributed approximately $630,000 to the
multiple employer pension plan in


                                       16
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


the first quarter of 2004. The Company does not currently expect to make any
additional contribution to the defined benefit plan in 2004.

The Company has an immaterial amount of obligations and commitments that require
future payments. See the section titled Off Balance Sheet Arrangements for
details regarding agreements that the Company has with third-party dealer floor
plan lenders.

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. See Note 6 to these Consolidated Financial Statements for a detail of
activity in the warranty accrual account during the nine months ended September
30, 2004 and 2003.

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 September 30,
2004, the maximum repurchase obligation outstanding under these agreements,
which expire in 2004 and 2005 totaled approximately $3,500,000. The Company
records the estimated fair value of the guarantee; at September 30, 2004, this
amount is immaterial. The Company has no other off balance sheet arrangements as
defined in the SEC rules.

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 historically have reflected the highest quarterly sales
volume during the year with the first quarter being the next highest sales
quarter. However, 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 costs. 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


                                       17
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


their purchases. Higher inflation typically results in higher interest rates
that could translate into increased cost of boat ownership. Prospective buyers
may choose to delay their purchases or buy a less expensive boat.


FORWARD-LOOKING STATEMENTS

Certain statements made in this report that are not historical facts are
"forward-looking statements" under Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may include, without limitation, statements that
relate to the Company's business strategy, plans and objectives, market risk
exposure, adequacy of capital resources and funds, opportunity for continued
growth, ability to effect future price increases, estimates regarding boat
repurchase obligations, estimated pension contributions, the impact of SFAS 132R
and EITF 03-1 and the Company's beliefs and expectations regarding future demand
for the Company's products and services and other events and conditions that may
influence the Company's 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. Risk factors that could cause such future events
not to occur as expected include those described in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2003 and the following:
Marine Products' dependence on its network of independent boat dealers, which
may affect its growth plans and net sales, weather conditions, personal injury
or property damage claims, inability to obtain adequate raw materials, inability
to continue to increase the production of the Robalo product line, realization
of repurchase obligations under agreements with third-party dealer floor plan
lenders, the effects of the economy and inflation, on the demand for power
boats, competitive nature of the recreational boat industry, inability to
complete acquisitions, loss of key personnel, or ability to attract and retain
qualified personnel.


                                       18
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marine Products does not utilize financial instruments for trading purposes and,
as of September 30, 2004, did not hold derivative financial instruments that
could expose the Company to significant market risk. Also, as of September 30,
2004, the Company's investment portfolio totaling approximately $11,053,000
comprised of United States Government, corporate and municipal debt securities,
is subject to interest rate risk exposure. This risk is managed through
conservative policies to invest in high-quality obligations. Marine Products
does not expect any material changes in market risk exposures or how those risks
are managed.

ITEM 4. 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, September 30, 2004 (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 at the reasonable
assurance level 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.


                                       19
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


                           PART II. OTHER INFORMATION

ITEM 1.  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 outcomes of
such litigation will have a material adverse effect on the financial position or
results of operations of Marine Products.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

SHARE REPURCHASES

Shares repurchased during the three months ended September 30, 2004 were as
follows:

<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------------------------------------------------
                         Period    Total Number of             Average Price          Total number of     Maximum Number (or
                                            Shares            Paid Per Share               Shares (or     Approximate Dollar
                                        (or Units)                 (or Unit)                   Units)   Value) of Shares (or
                                         Purchased                                       Purchased as    Units) that May Yet
                                                                                              Part of     Be Purchased Under
                                                                                             Publicly  the Plans or Programs
                                                                                      Announced Plans
                                                                                          or Programs
    --------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                             <C>               <C>
    Month #1                                     0                  $      0                        0                 939,949
    July 1, 2004 to
    July 31, 2004

    Month #2                                16,700                  $  16.39                   16,700                 923,249
    August  1, 2004 to
    August 31, 2004

    Month #3                                40,225   (1)            $  16.40    (1)            37,000                 886,249
    September 1, 2004 to
    September 30, 2004

    --------------------------------------------------------------------------------------------------------------------------
    Totals                                  56,925                  $  16.40                   53,700                 886,249
    ==========================================================================================================================
</TABLE>

        (1)     Includes 3,225 shares tendered at an average price of $17.92 per
                share in connection with option exercises

The Company's Board of Directors announced a stock buyback program in April 2001
authorizing the repurchase of 1,500,000 shares in the open market. Currently the
program does not have a predetermined expiration date.


                                       20
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  Exhibits

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

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

         3.2                  By-laws of Marine Products Corporation
                              (incorporated herein by reference to Exhibit 3.2
                              to the Registrant's Quarterly Report on Form 10-Q
                              filed on May 5, 2004).

         4                    Form of Stock Certificate (incorporated herein by
                              reference to Exhibit 4.1 to the Registrant's
                              Registration Statement on Form 10 filed on
                              February 13, 2001).

         10.1                 Form of Stock Option grant agreement

         10.2                 Form of Time Lapse Restricted Stock grant
                              agreement

         10.3                 Form of Performance Restricted Stock grant
                              agreement

         31.1                 Section 302 certification for Chief Executive
                              Officer

         31.2                 Section 302 certification for Chief Financial
                              Officer

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


                                       21
<PAGE>

                  MARINE PRODUCTS CORPORATION AND SUBSIDIARIES


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    MARINE PRODUCTS CORPORATION

                                    /s/ Richard A. Hubbell
                                    --------------------------------------------
Date: November 1, 2004              Richard A. Hubbell
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


                                    /s/ Ben M. Palmer
                                    --------------------------------------------
Date: November 1, 2004              Ben M. Palmer
                                    Vice President, Chief Financial Officer and
                                    Treasurer
                                    (Principal Financial and Accounting Officer)


                                       22

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>tex10_1-3870.txt
<DESCRIPTION>EX-10.1
<TEXT>
<PAGE>

EXHIBIT 10.1


                          MARINE PRODUCTS CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE STOCK OPTION AGREEMENT made as of the day of __________, 2___ (the
"Grant Date"), between Marine Products Corporation, a Delaware corporation
(hereinafter called the "Company"), and ((FNAME)) ((LNAME)), an employee of the
Company or one or more of its subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to afford the Employee an opportunity to purchase
shares of its Common Stock, par value $0.10 per share (hereinafter called the
"Common Stock"), pursuant to the terms and provisions of the Company's 2004
Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter
provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:

        THE PLAN. This Option Agreement is made pursuant to and in accordance
with the terms and provisions of the Plan. Anything in this Option Agreement to
the contrary notwithstanding, the terms and provisions of the Plan, all of which
are hereby incorporated herein by reference, shall be controlling in the event
of any inconsistency herewith.

        1.      GRANT OF OPTION. The Company hereby irrevocably grants to the
                Employee the right and option (hereinafter called the "Option"),
                to purchase all or any part of an aggregate of _______ shares of
                Common Stock (subject to adjustment as provided in Paragraph 8
                hereof), on the terms and conditions hereinafter set forth.

        2.      PURCHASE PRICE. The purchase price of the shares of Common Stock
                covered by the Option shall be $______ per share, which amount
                is at least 100% of fair market value of such shares at the date
                hereof, determined in accordance with the Plan, or 110% of such
                value if Employee owns more than 10% of the voting stock of the
                Company, calculated pursuant to applicable IRS regulations.

        3.      VESTING. No portion of the Option shall be exercisable prior to
                _____________; beginning on such date, the Option shall become
                exercisable as follows:

                        With respect to __ shares, on or after ______________;

                        With respect to __ shares, on or after ______________;

                        With respect to __ shares, on or after ______________;

                        With respect to __ shares, on or after ______________;
                        and,

                        With respect to __ shares, on or after ______________.

<PAGE>

        4.      TERM OF OPTION. To the extent vested pursuant to Section 3, each
                portion of the Option shall remain exercisable through the
                period ending ten (10) years after the date of the grant,
                subject to earlier termination as provided in Section 7 hereof.

        5.      ADMINISTRATION. Unless administration of the Plan is assumed by
                the Board of Directors of the Company, the Plan shall be
                administered by a committee of the Board of Directors of the
                Company constituted in accordance with the Plan, (hereinafter
                referred to as the "Committee".) The Committee is authorized and
                empowered to administer and interpret the Plan and this Option
                Agreement. Any interpretations of this Option Agreement or of
                the Plan made by the Committee shall be final and binding upon
                the parties hereto.

        6.      NON-TRANSFERABILITY. The Option shall not be assignable or
                transferable except by will or by the laws of descent and
                distribution and shall not be subject to execution, attachment
                or other process. Except as set forth in the Plan, during the
                lifetime of the Employee, the Option shall be exercisable only
                by the Employee. After the death of the Employee, the Option may
                be exercised prior to its termination as set forth in Section
                7(b) hereof. Employee hereby agrees to retain ownership of, and
                to refrain from transferring, all shares of Common Stock
                obtained upon exercise of the Option for a period of twelve
                months after the date on which such Common Stock is obtained
                pursuant to the exercise of the Option; provided, however, that
                such twelve month transfer restriction shall be rescinded and
                shall no longer have any applicability following Employee's
                death, Normal Retirement (as defined in the Plan) or permanent
                Disability (as defined in the Plan). The Company may, at its
                discretion, place a legend to such effect on the certificates
                representing the shares of Common Stock obtained upon exercise
                of the option and issue appropriate stop transfer instructions
                to the Company's transfer agent.

        7.      TERMINATION. The Option may not be exercised by the Employee
                unless he/she, at the time of the exercise, shall have been in
                the continuous employ of the Company or a subsidiary thereof, in
                a position of equivalent or greater responsibility as on the
                Grant Date, except as follows:

                (a)     If, prior to the expiration of the Option, Employee's
                        employment terminates by reason of permanent Disability
                        (as defined in the Plan), Employee or his/her guardian
                        may exercise the Option through the earlier of (i) such
                        date of expiration, or (ii) one year after the date of
                        termination of employment, to the extent that the Option
                        was exercisable at the date of termination of
                        employment.

                (b)     If Employee dies while in the employ of the Company or a
                        subsidiary without having fully exercised the Option,
                        the Option may be exercised prior to its expiration and
                        within six (6) months of the date of death, to the
                        extent the Option was exercisable at the date of death,
                        by the legal


                                       -2-
<PAGE>

                        representative of the estate or by the legatee of the
                        Employee under the Employee's will.

                (c)     If, prior to the expiration of the Option, Employee's
                        employment terminates by reason of Normal or Early
                        Retirement (as defined in the Plan), Employee may
                        exercise the Option through the earlier of (i) such date
                        of expiration, or (ii) one day less than three months
                        after the Retirement date, to the extent the Option was
                        exercisable at such Retirement date.

                The termination of employment of an Employee for any reason
                shall not accelerate or otherwise affect the number of shares
                with respect to which the Option may be exercised.

        8.      CHANGE IN CAPITALIZATION. In the event of any merger,
                reorganization, consolidation, recapitalization, stock
                dividends, stock split or other changes in corporate structure
                affecting the Common Stock, such substitution or adjustment
                shall be made in the number and option price of shares subject
                to this Option as may be determined to be appropriate by the
                Committee, in its sole discretion. To the extent that the
                foregoing adjustments relate to stock or securities of the
                Company, such adjustments shall be made by the Board of
                Directors, whose determination in that respect shall be final,
                binding and conclusive. The Committee need not treat other
                optionees and/or options in the same manner as Employee and the
                Option are treated. In no case shall the Company be required to
                sell a fractional share of Common Stock, and the total
                adjustment as set forth above shall be limited accordingly.

        9.      METHOD OF EXERCISING THE OPTION. Subject to the vesting
                provisions of Section 3 hereof, the Employee may exercise the
                Option in full or in part by written notice to the Company,
                delivered in person to the Treasurer of the Company or mailed,
                by registered mail, return receipt requested, to the Company's
                principal office at Atlanta, Georgia, attention of the Treasurer
                of the Company; provided, however, that if exercised in part,
                the Option may not be exercised for fewer than 100 shares,
                unless the remaining balance of the Option is less than 100
                shares, in which case the Option may be exercised for the
                remaining balance. The written notice shall state the Employee's
                intention to exercise the Option and the number of shares in
                respect to which it is being exercised and shall be signed by
                the Employee or a legatee or personal representative of the
                Employee, as applicable. Such notice shall be accompanied by
                payment of the full purchase price of the shares, and
                instructions shall be given as to the address to which the stock
                certificates shall be mailed. The purchase price for the shares
                as to which the Option shall be exercised from time to time
                shall be paid in full in cash and/or unrestricted shares of
                Common Stock already owned by the optionee for a period of at
                least six months, based, in each case, on the Fair Market Value
                (as defined in the Plan) of the shares on the date the Option is
                exercised, unless it


                                       -3-
<PAGE>

                shall be determined by the Committee, at any time hereafter, in
                its sole discretion, that unrestricted shares of Common Stock
                are not a permissible form of payment with respect to the
                Option. No shares may be purchased if the Employee is not at the
                time of exercise in the employ of the Company, or a subsidiary,
                except as provided in Section 7.

        10.     REQUIREMENT OF LAW. If any law, regulation of the Securities and
                Exchange Commission, or any regulation of any other commission
                or agency having jurisdiction shall require the Company or the
                Employee to take any action with respect to the shares of Common
                Stock acquired by the exercise of the Option, then the date upon
                which the Company shall deliver or cause to be delivered the
                certificate or certificates for the shares of Common Stock shall
                be postponed until full compliance has been made with all such
                requirements or law or regulations. Further, at or before the
                time of the delivery of the shares with respect to which
                exercise of the Option has been made, the Employee shall, if
                requested by the Company, deliver to the Company his/her written
                statement that he/she intends to hold the shares so acquired by
                him on exercise of the Option for investment and not with a view
                to resale or other distribution thereof to the public. Further,
                in the event the Company shall determine that, in compliance
                with the Securities Act of 1933, as amended, or other applicable
                statute or regulation, it is necessary to register any of the
                shares of Common Stock with respect to which an exercise of the
                Option has been made, or to qualify any such shares for
                exemption from any of the requirements of the Securities Act of
                1933, as amended, or other applicable statute or regulations,
                then the Company shall take such action at its own expense, but
                not until such action has been completed shall the Option shares
                be delivered to the Employee.

        11.     NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
                grant Employee the right to continued employment with the
                Company, to limit or restrict the right of the Company or any of
                its subsidiaries to terminate an Employee's employment at any
                time, with or without cause, or to increase or decrease the
                compensation of the Employee from the rate in existence at the
                date hereof.

        12.     INCENTIVE STOCK OPTION. The Option granted hereunder has been
                designated as an "Incentive Stock Option" pursuant to Section
                422 of the Code (as defined in the Plan); provided, however,
                that to the extent that the Option fails for any reason to
                comply with the provisions of Section 422, it shall be treated
                as a Non-Qualified Stock Option (as defined in the Plan). The
                Company shall have no liability whatsoever to Employee in the
                event the Option fails for any reason to satisfy the
                requirements for Incentive Stock Options set forth in Section
                422.

        13.     GOVERNING LAW. This Agreement and all awards made and actions
                taken hereunder shall be governed by and construed in accordance
                with the Delaware


                                       -4-
<PAGE>

                General Corporation Law, to the extent applicable, and in
                accordance with the laws of the State of Georgia in all other
                respects.

IN WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement
to be duly executed by an authorized officer, and the Employee has hereunto set
his/her hand, all as of the day and year first above written.



                                         Marine Products Corporation

                                         By:____________________________________
                                         Its: President



                                         _______________________________________
                                         Name


                                       -5-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>tex10_2-3870.txt
<DESCRIPTION>EX-10.2
<TEXT>
<PAGE>

EXHIBIT 10.2


                           MARINE PRODUCTS CORPORATION

                      TIME-LAPSE RESTRICTED STOCK AGREEMENT

TIME-LAPSE RESTRICTED STOCK AGREEMENT made as of the day of __________, 2___,
between Marine Products Corporation, a Delaware corporation (hereinafter called
the "Company"), and, ((FNAME)) ((LNAME)), an employee of the Company or one or
more of its subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, shares of
its Common Stock, par value $0.10 per share (hereinafter called the "Common
Stock"), subject to certain continued employment vesting criteria, pursuant to
the terms and provisions of the Company's 2004 Employee Stock Incentive Plan
(hereinafter called the "Plan"), as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:

        THE PLAN. This Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this Agreement to the contrary
notwithstanding, the terms and provisions of the Plan, all of which are hereby
incorporated herein by reference, shall be controlling in the event of any
inconsistency herewith.

1.      ADMINISTRATION. Unless administration of the Plan is assumed by the
        Board of Directors of the Company, the Plan shall be administered by a
        committee of the Board of Directors of the Company constituted in
        accordance with the Plan, (hereinafter referred to as the "Committee".)
        The Committee is authorized and empowered to administer and interpret
        the Plan and this Agreement. Any interpretations of this Agreement or of
        the Plan made by the Committee shall be final and binding upon the
        parties hereto.

2.      GRANT OF TIME-LAPSE RESTRICTED STOCK. Effective as of __________, 2___
        (the "Grant Date"), the Company hereby irrevocably grants to the
        Employee ______ shares of Common Stock, which shares are subject to
        satisfaction of the vesting requirements and the terms and conditions
        hereinafter set forth (such shares of Common Stock being hereinafter
        referred to in the aggregate as the "Time-Lapse Restricted Stock").

3.      SERVICE/EMPLOYMENT. The shares of Time-Lapse Restricted Stock shall vest
        __ percent effective ___________, then __ percent annually thereafter,
        and will be fully vested by ____________ but only if, through each date,
        Employee shall have been in the continuous employ of the Company or a
        subsidiary thereof, in a position of equivalent or greater
        responsibility as on the Grant Date. If Employee's employment with the
        Company terminates at any time prior to the vesting pursuant to this
        Section 3 of the Time-Lapse Restricted Stock issued hereunder, he or she
        shall forfeit all remaining Time-Lapse Restricted Stock, unless the
        Employee's employment terminates due to his or her death, Normal
        Retirement (as defined in


                                        1
<PAGE>

        the Plan) or permanent Disability (as defined in the Plan), in which
        case a pro rata portion of such unvested Time-Lapse Restricted Stock
        (determined by dividing the total number of months elapsed from the
        Grant Date to the date of death, Normal Retirement or permanent
        Disability, as applicable, by 72 and multiplying the result by the
        aggregate amount of Time-Lapse Restricted Stock) shall vest immediately.
        The transfer of employment by Employee between the Company and a
        subsidiary thereof shall not be deemed a termination of employment under
        the Plan or this Agreement.

4.      ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of the
        vesting periods referenced in Section 3 above, all shares of Time-Lapse
        Restricted Stock shall be held in escrow by the Company for the benefit
        of Employee. During such period, prior to any forfeiture of the shares,
        Employee shall receive all cash dividends declared with respect to the
        shares and shall have the right to exercise all voting rights with
        respect to the shares. At the discretion of the Company, any share
        certificates so held in escrow shall be inscribed with a legend
        referencing the transfer restrictions contained in this Agreement and
        any other applicable transfer restrictions. Any share certificates
        issued pursuant to a stock split or as dividends with respect to the
        Time-Lapse Restricted Stock held in escrow shall also be held in escrow
        on the same terms as the Time-Lapse Restricted Stock and shall be
        released at the same time as, and subject to the same risk of forfeiture
        as, the shares with respect to which they were issued. Any issued
        Time-Lapse Restricted Stock which the Employee does not forfeit pursuant
        to Section 3 above shall be transferred to the Employee free of any
        forfeiture conditions under the Plan or this Agreement as soon as
        practicable after the service vesting conditions under Section 3 above
        has been satisfied or no longer applies; provided, however, that if the
        Committee at any time before such transfer reasonably determines that
        the Employee might have violated any applicable criminal law, the
        Committee shall have the right to cause all of Employee's Time-Lapse
        Restricted Stock then held in escrow to be forfeited, without regard to
        whether (i) Employee has satisfied the service vesting condition set
        forth in Section 3 before the date the Committee makes such
        determination, or (ii) Employee's employment is (or might have been)
        terminated as a result of such conduct.

5.      NON-TRANSFERABILITY. No Time-Lapse Restricted Stock granted pursuant to
        this Agreement shall be assignable or transferable, and such Time-Lapse
        Restricted Stock shall not be subject to execution, attachment or other
        process, until that date on which the Time-Lapse Restricted Stock vests
        pursuant to Section 3 above. Any attempt by the Employee to alienate,
        assign, pledge, hypothecate or otherwise dispose of the Employee's
        interest in this Agreement or any Restricted Stock prior to its becoming
        fully vested shall be ineffective and shall permit the Company to
        terminate this Agreement and cause the forfeiture of any unvested
        shares. The Company may, at its discretion, place a legend to such
        effect on the certificates representing the shares of Time-Lapse
        Restricted Stock and issue appropriate stop transfer instructions to the
        Company's transfer agent.

6.      CHANGE IN CAPITALIZATION. In the event of any merger, reorganization,
        consolidation, or similar event, such substitution or adjustment shall
        be made in the shares subject to this Time-Lapse Restricted Stock award
        as may be determined to be


                                       2
<PAGE>

        appropriate by the Committee, in its sole discretion, provided that the
        number of shares subject to any Award shall always be a whole number. To
        the extent that the foregoing adjustments relate to stock or securities
        of the Company, such adjustments shall be made by the Board of
        Directors, whose determination in that respect shall be final, binding
        and conclusive. The Committee need not treat other holders of Time-Lapse
        Restricted Stock in the same manner as Employee is treated.

7.      REQUIREMENT OF LAW. If any law, regulation of the Securities and
        Exchange Commission, or any regulation of any other commission or agency
        having jurisdiction shall require the Company or the Employee to take
        any action prior to the issuance or release from escrow of any shares of
        Time-Lapse Restricted Stock, then the date upon which the Company shall
        deliver or cause to be issued or released from escrow the certificate or
        certificates for such shares of Time-Lapse Restricted Stock shall be
        postponed until full compliance has been made with all such requirements
        or law or regulations. Further, at or before the time of issuance of any
        shares of Time-Lapse Restricted Stock, the Employee shall, if requested
        by the Company, deliver to the Company his/her written statement that
        he/she intends to hold such shares for investment and not with a view to
        resale or other distribution thereof to the public. Further, in the
        event the Company shall determine that, in compliance with the
        Securities Act of 1933, as amended, or other applicable statute or
        regulation, it is necessary to register any of the shares of Time-Lapse
        Restricted Stock, or to qualify any such shares for exemption from any
        of the requirements of the Securities Act of 1933, as amended, or other
        applicable statute or regulations, then the Company shall take such
        action at its own expense, but not until such action has been completed
        shall the shares be issued in the name of the Employee.

8.      WITHHOLDING. Employee shall have the right (absent any contrary action
        by the Committee) to elect that the minimum tax withholding requirements
        applicable to the receipt of any award pursuant to this Agreement be
        satisfied through a reduction in the number of shares of Time-Lapse
        Restricted Stock issued or transferred to him or her, and if the
        Employee so elects, the Committee shall have the right to reduce the
        number of shares of Time-Lapse Restricted Stock issued or transferred to
        the Employee in order to satisfy such minimum applicable tax withholding
        requirements.

9.      NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to grant
        Employee the right to continued employment with the Company or to limit
        or restrict the right of the Company or any of its subsidiaries to
        terminate an Employee's employment at any time, with or without cause,
        or to increase or decrease the compensation of the Employee from the
        rate in existence at the date hereof.

10.     GOVERNING LAW. This Agreement and all awards made and actions taken
        hereunder shall be governed by and construed in accordance with the
        Delaware General Corporation Law, to the extent applicable, and in
        accordance with the laws of the State of Georgia in all other respects.


                                       3
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Time-Lapse Restricted Stock
Agreement to be duly executed by an authorized officer, and the Employee has
hereunto set his/her hand, all as of the day and year first above written.

                                    Marine Products Corporation



                                    By:_________________________________________
                                    Its: President



                                    ____________________________________________
                                    Name



                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>tex10_3-3870.txt
<DESCRIPTION>EX-10.3
<TEXT>
<PAGE>

EXHIBIT 10.3

                           MARINE PRODUCTS CORPORATION

                     PERFORMANCE RESTRICTED STOCK AGREEMENT

PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the day of __________, 2___,
between Marine Products Corporation, a Delaware corporation (hereinafter called
the "Company"), and (Employee Name), an employee of the Company or one or more
of its subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, the right
to receive shares of its Common Stock, par value $0.10 per share (hereinafter
called the "Common Stock"), subject to certain performance and continued
employment vesting criteria, pursuant to the terms and provisions of the
Company's 2004 Employee Stock Incentive Plan (hereinafter called the "Plan"), as
hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:

        THE PLAN. This Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this Agreement to the contrary
notwithstanding, the terms and provisions of the Plan, all of which are hereby
incorporated herein by reference, shall be controlling in the event of any
inconsistency herewith.

        1       ADMINISTRATION. Unless administration of the Plan is assumed by
                the Board of Directors of the Company, the Plan shall be
                administered by a committee of the Board of Directors of the
                Company constituted in accordance with the Plan, (hereinafter
                referred to as the "Committee".) The Committee is authorized and
                empowered to administer and interpret the Plan and this
                Agreement. Any interpretations of this Agreement or of the Plan
                made by the Committee shall be final and binding upon the
                parties hereto.

        2.      GRANT OF PERFORMANCE RESTRICTED STOCK. Effective as of ___ __,
                2___ (the "Grant Date"), the Company hereby irrevocably grants
                to the Employee the right to receive the following (Grant
                Amount) grants of shares of Common Stock, subject to
                satisfaction of the vesting requirements and the terms and
                conditions hereinafter set forth in Section 3 below (such shares
                of Common Stock being hereinafter referred to in the aggregate
                as the "Performance Restricted Stock"):

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                           <C>
- -------------------- ------------------------ ---------------------- -----------------------
       Grant                  # of                Average Stock              Normal
                             Shares              Price Condition           Award Date
- -------------------- ------------------------ ---------------------- -----------------------
         1                      X                       $
- -------------------- ------------------------ ---------------------- -----------------------
         2                      X                       $
- -------------------- ------------------------ ---------------------- -----------------------
         3                      X                       $
- -------------------- ------------------------ ---------------------- -----------------------
         4                      X                       $
- -------------------- ------------------------ ---------------------- -----------------------
         5                      X                       $
- -------------------- ------------------------ ---------------------- -----------------------
   Total Shares
- -------------------- ------------------------ ---------------------- -----------------------
</TABLE>

3.      STOCK PERFORMANCE. No Performance Restricted Stock will be issued
        pursuant to any of the aforementioned grants unless and until the
        performance criteria set forth below in this Section 3 with respect to
        such grant have been satisfied:

        (a)     With respect to the ___ grant(s), the Average Closing Price
        (defined to be the average closing price of the Common Stock on the New
        York Stock Exchange for 10 consecutive trading days occurring from and
        after the Grant Date) must equal or exceed the Average Stock Price
        Condition for such grant (as disclosed in the table in Section 2 above)
        on or before ______.

        (b)     With respect to grant(s) ________, the Average Closing Price
        must equal or exceed the Average Stock Price Condition for such grant at
        some point within the twelve month period beginning on the earlier to
        occur of (i) the Normal Award Date for such grant (as disclosed in the
        table in Section 2 above), or (ii) the date that the Average Closing
        Price first equaled or exceeded the Average Stock Price Condition with
        respect to the next previous grant.

        (c)     With respect to grant(s) _________, the Average Closing Price
        must equal or exceed the Average Stock Price Condition for such grant on
        or before ___________________.

Subject to the provisions hereof and of the Plan, as soon as practicable after
the performance conditions set forth above have been satisfied with respect to
any grant the Performance Restricted Stock pertaining to such grant shall be
issued in the name of Employee and held in escrow by the Company in accordance
with Section 6 hereof. The date on which the Company becomes obligated to issue
shares of Performance Restricted Stock with respect to any grant hereunder
pursuant to the terms of this Section 3 is hereinafter referred to as the
"Obligation Date" with respect to such Performance Restricted Stock. Should the
Employee's employment with the Company terminate for any reason prior to the
Obligation Date of any Performance Restricted Stock that is the subject of this
Agreement, such Performance Restricted Stock shall not be issued and all rights
hereunder with respect to such Performance Restricted Stock shall be forfeited.

With respect to each grant, if the Average Closing Price does not equal or
exceed the Average Stock Price Condition for such grant within the required time
period, the shares of Performance Restricted Stock to which the grant pertains
shall not be issued; provided, however, that if the Average Closing Price equals
or exceeds the Average Stock Price Condition with respect to grant(s) ___ at any
time on or before ___________, all shares of Performance Restricted Stock
pertaining to all _____ grants made pursuant to this Agreement shall be issued
in accordance

                                       2
<PAGE>

with the provisions of the foregoing paragraph hereof. If the Average Closing
Price does not equal or exceed the Average Stock Price Condition with respect to
grant(s) ____ at any time on or before _________, all shares of Performance
Restricted Stock pertaining to grants made pursuant to this Agreement which have
not previously been issued shall be forfeited by Employee.

4.      SERVICE/EMPLOYMENT. Once issued in accordance with Section 3 above, each
        Performance Restricted Stock award shall vest upon that date which is
        the earlier of (a) the _______ anniversary of the Obligation Date
        applicable to such award, or (b) the date Employee reaches age 65, but
        only if, through such date, Employee shall have been in the continuous
        employ of the Company or a subsidiary thereof, in a position of
        equivalent or greater responsibility as on the Grant Date. If Employee's
        employment with the Company terminates at any time prior to the vesting
        pursuant to this Section 4 of any Performance Restricted Stock issued in
        his or her name, he or she shall forfeit all such unvested Performance
        Restricted Stock, unless the Employee's employment terminates due to his
        or her death or permanent disability (as determined by the Committee in
        accordance with the Plan), in which case any such unvested Performance
        Restricted Stock shall vest immediately. Any Performance Restricted
        Stock that is issued pursuant to Section 3 after age 65, but before
        Retirement (as defined in the Plan), shall vest immediately upon the
        issuance thereof. The transfer of employment by Employee between the
        Company and a subsidiary thereof shall not be deemed a termination of
        employment under the Plan or this Agreement.

5.      ESCROW: DIVIDENDS AND VOTING RIGHTS. Prior to the completion of the
        vesting period referenced in Section 4 above, all issued (earned) shares
        of Performance Restricted Stock shall be held in escrow by the Company
        for the benefit of Employee. During such period, prior to any forfeiture
        of the shares, Employee shall receive all cash dividends declared with
        respect to the shares and shall have the right to exercise all voting
        rights with respect to the shares. At the discretion of the Company, any
        share certificates so held in escrow shall be inscribed with a legend
        referencing the transfer restrictions contained in this Agreement and
        any other applicable transfer restrictions. Any share certificates
        issued pursuant to a stock split or as dividends with respect to the
        Performance Restricted Stock held in escrow shall also be held in escrow
        on the same terms as the Performance Restricted Stock and shall be
        released at the same time as, and subject to the same risk of forfeiture
        as, the shares with respect to which they were issued. Any issued
        Performance Restricted Stock which the Employee does not forfeit
        pursuant to Section 4 above shall be transferred to the Employee free of
        any forfeiture conditions under the Plan or this Agreement as soon as
        practicable after the service vesting condition under Section 4 above
        has been satisfied or no longer applies; provided, however, that if the
        Committee at any time before such transfer reasonably determines that
        the Employee might have violated any applicable criminal law, the
        Committee shall have the right to cause all of Employee's Performance
        Restricted Stock then held in escrow to be forfeited, without regard to
        whether (i) Employee has satisfied the service vesting condition set
        forth in Section 4 before the date the Committee makes such
        determination, or (ii) Employee's employment is (or might have been)
        terminated as a result of such conduct.

6.      NON-TRANSFERABILITY. No rights granted pursuant to this Agreement shall
        be assignable or transferable, and such rights shall not be subject to
        execution, attachment or other process until that date on which the
        Performance Restricted Stock vests pursuant to Section 4. The Company
        may, at its discretion, place a legend to such effect on the

                                       3
<PAGE>

        certificates representing the shares of Performance Restricted Stock and
        issue appropriate stop transfer instructions to the Company's transfer
        agent.

7.      CHANGE IN CAPITALIZATION. In general, if the Company is merged into or
        consolidated with another corporation under circumstances in which the
        Company is not the surviving corporation, or if the Company is
        liquidated, or sells or otherwise disposes of substantially all of its
        assets to another corporation (any such merger, consolidation, etc.
        being hereinafter referred to as a "Non-Acquiring Transaction") while
        the Performance Restricted Stock is outstanding under the Plan, after
        the effective date of a Non-Acquiring Transaction Employee shall be
        entitled to receive such stock or other securities as the holders of the
        same class of stock as the Performance Restricted Stock shall be
        entitled to receive in such Non-Acquiring Transaction based upon the
        agreed upon conversion ratio or per share distribution. However, in the
        discretion of the Board of Directors, any vesting restrictions on the
        Performance Restricted Stock may continue in full force and effect,
        subject to whatever adjustments the Board of Directors deems
        appropriate. To the extent that the foregoing adjustments relate to
        stock or securities of the Company, such adjustments shall be made by
        the Board of Directors, whose determination in that respect shall be
        final, binding and conclusive. The Committee need not treat other
        holders of Performance Restricted Stock in the same manner as Employee
        is treated.

8.      REQUIREMENT OF LAW. If any law, regulation of the Securities and
        Exchange Commission, or any regulation of any other commission or agency
        having jurisdiction shall require the Company or the Employee to take
        any action prior to the issuance or release from escrow of any shares of
        Performance Restricted Stock, then the date upon which the Company shall
        deliver or cause to be issued or released from escrow the certificate or
        certificates for such shares of Performance Restricted Stock shall be
        postponed until full compliance has been made with all such requirements
        or law or regulations. Further, at or before the time of issuance of any
        shares of Performance Restricted Stock, the Employee shall, if requested
        by the Company, deliver to the Company his/her written statement that
        he/she intends to hold such shares for investment and not with a view to
        resale or other distribution thereof to the public. Further, in the
        event the Company shall determine that, in compliance with the
        Securities Act of 1933, as amended, or other applicable statute or
        regulation, it is necessary to register any of the shares of Performance
        Restricted Stock, or to qualify any such shares for exemption from any
        of the requirements of the Securities Act of 1933, as amended, or other
        applicable statute or regulations, then the Company shall take such
        action at its own expense, but not until such action has been completed
        shall the shares be issued in the name of the Employee.

9.      WITHHOLDING. Employee shall have the right (absent any contrary action
        by the Committee and subject to satisfying the requirements, if any, of
        Rule 16b-3 promulgated pursuant to Section 16 of the Securities Exchange
        Act of 1934, as amended) to elect that the minimum tax withholding
        requirements applicable to the receipt of any award pursuant to this
        Agreement be satisfied through a reduction in the number of shares of
        Performance Restricted Stock issued or transferred to him or her, and
        the Committee shall have the right to reduce the number of shares of
        Performance Restricted Stock issued or transferred to the Employee in
        order to satisfy such minimum applicable tax withholding requirements.

                                       4
<PAGE>

10.     NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to grant
        Employee the right to continued employment with the Company or to limit
        or restrict the right of the Company or any of its subsidiaries to
        terminate an Employee's employment at any time, with or without cause,
        or to increase or decrease the compensation of the Employee from the
        rate in existence at the date hereof.

11.     GOVERNING LAW. This Agreement and all awards made and actions taken
        hereunder shall be governed by and construed in accordance with the
        Delaware General Corporation Law, to the extent applicable, and in
        accordance with the laws of the State of Georgia in all other respects.

        IN WITNESS WHEREOF, the Company has caused this Performance Restricted
Stock Agreement to be duly executed by an authorized officer, and the Employee
has hereunto set his/her hand, all as of the day and year first above written.

                                            Marine Products Corporation



                                            By:
                                                -------------------------------
                                            Its:  President


                                            -----------------------------------
                                            Employee Name





                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>5
<FILENAME>tex31_1-3870.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 quarterly report on Form 10-Q 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 registrant's other certifying officer(s) 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)) for the registrant and 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 officer(s) 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 and material weaknesses 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: November 1, 2004     Richard A. Hubbell
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>6
<FILENAME>tex31_2-3870.txt
<DESCRIPTION>EX-31.2
<TEXT>
<PAGE>

EXHIBIT 31.2


                                 CERTIFICATIONS

I, Ben M. Palmer, Vice President and Chief Financial Officer of registrant,
certify that:
        1.      I have reviewed this quarterly report on Form 10-Q 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 registrant's other certifying officer(s) 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)) for the registrant and 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 officer(s) 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 and material weaknesses 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: November 1, 2004       Ben M. Palmer
                                             Vice President, Chief Financial
                                             Officer and Treasurer
                                             (Principal Financial and Accounting
                                              Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>7
<FILENAME>tex32_1-3870.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 Quarterly
Report on Form 10-Q of Marine Products Corporation for the period ended
September 30, 2004, fully complies with the requirements of Section 13(a) of The
Securities Exchange Act of 1934 (15 U.S.C.78m) and that the information
contained in the Quarterly Report fairly presents, in all material respects, the
financial condition and results of operations of Marine Products Corporation.




Date:  November 1, 2004             /s/ Richard A. Hubbell
                                    --------------------------------------------
                                    Richard A. Hubbell
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)




Date:  November XX, 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-----
