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) 

          DELAWARE                            1-16263                     58-2572419
(State or Other Jurisdiction         (Commission File Number)            (IRS Employer
      of Incorporation)                                               Identification No.)

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))

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

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