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<SEC-DOCUMENT>0000914062-05-000409.txt : 20050611
<SEC-HEADER>0000914062-05-000409.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050609164844
ACCESSION NUMBER:		0000914062-05-000409
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050609
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050609
DATE AS OF CHANGE:		20050609

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16263
		FILM NUMBER:		05887944

	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>8-K
<SEQUENCE>1
<FILENAME>marineprod8k60805.txt
<DESCRIPTION>FORM 8-K
<TEXT>

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

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

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

                                    FORM 8-K
                        --------------------------------


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 9, 2005



                           MARINE PRODUCTS CORPORATION
             (Exact name of registrant as specified in its charter)
                            -------------------------
<TABLE>
<CAPTION>
<S>                                       <C>                              <C>
          DELAWARE                            1-16263                     58-2572419
(State or Other Jurisdiction         (Commission File Number)            (IRS Employer
      of Incorporation)                                               Identification No.)
</TABLE>

                 2170 Piedmont Road, NE, Atlanta, Georgia 30324
               (Address of principal executive office) (zip code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 321-7910


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

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



<PAGE>


ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
YEAR.

The Registrant's Board of Directors adopted  resolutions  approving an amendment
to the  Registrant's  Certificate  of  Incorporation  to increase  the number of
authorized  shares of capital  stock to  75,000,000,  consisting  of  74,000,000
shares of common stock and 1,000,000 shares of preferred stock.

Thereafter a meeting of the  Registrant's  stockholders  was called and held, at
which the stockholders approved the amendment to the Registrant's Certificate of
Incorporation. The amendment to the Certificate of Incorporation was adopted and
executed on June 8, 2005,  and filed with the  Secretary of State of Delaware on
June 9, 2005. The Certificate of Amendment  became effective upon filing. A copy
of the Certificate of Amendment is filed herewith as an Exhibit.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements

     (b) Pro Forma Financial Information

     (c) Exhibits

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

              99.1           Certificate of Amendment of Certificate of
                             Incorporation

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


                                         Marine Products Corporation.



Date: June 9, 2005                       /s/ Ben M. Palmer
                                         -------------------------------------
                                         Ben M. Palmer
                                         Vice President,
                                         Chief Financial Officer and Treasurer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>marineprod8k60805ex99.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT
<TEXT>
                                                                    EXHIBIT 99.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           MARINE PRODUCTS CORPORATION


     MARINE PRODUCTS CORPORATION, a corporation organized and existing under and
by virtue of the General  Corporation Law of the State of Delaware,  does hereby
certify:

     FIRST:  The name of the  Corporation is Marine  Products  Corporation  (the
"Corporation").

     SECOND:  That at a meeting of the Board of  Directors  of the  Corporation,
resolutions  were duly  adopted  approving  an  amendment  to the  Corporation's
Certificate  of  Incorporation  to increase the number of  authorized  shares of
capital stock to seventy-five  million shares  (75,000,000) (the "Amendment") to
the  Certificate  of  Incorporation  and  recommending  that  such  increase  be
submitted  to  the   stockholders  of  the   Corporation,   accompanied  by  the
recommendation of the Board of Directors that it be approved.

     THIRD:  That  thereafter,  pursuant  to  the  resolution  of its  Board  of
Directors,  a regular  meeting of the  Stockholders  of the Corporation was duly
called and held,  upon  notice in  accordance  with  Section  222 of the General
Corporation  Law of the State of Delaware at which meeting the necessary  number
of shares as required by statute were voted in favor of the Amendment.

     FOURTH:  The  Certificate  of  Incorporation  of the  Corporation is hereby
amended by deleting the existing Article Fourth,  Subpart A, in its entirety and
substituting in lieu thereof a new Article Fourth, Subpart A, which shall be and
read as follows:

          "FOURTH:

          A.   The total  number of shares  of all  classes  of stock  which the
               Corporation shall have authority to issue is seventy-five million
               (75,000,000),  consisting of  seventy-four  million  (74,000,000)
               shares of Common Stock, par value ten cents ($.10) per share (the
               "Common Stock"),  and one million (1,000,000) shares of Preferred
               Stock,  par value  ten cents  ($.10)  per share  (the  "Preferred
               Stock")."

     FIFTH: The Amendment of the Certificate of  Incorporation  herein certified
has been duly adopted in accordance  with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.

     Executed on the 8th day of June, 2005.


                                           /s/ Linda H. Graham
                                           ------------------------------------
                                           By:     Linda H. Graham
                                           Title:  Secretary of the Corporation


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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