UNITED STATES
                             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): DECEMBER 21, 2004


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


      DELAWARE                         1-6263                   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
          (Former name or former address, if changed since last report)


     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))



Amended and Restated Supplemental Retirement Plan.

     On December 21, 2004, Marine Products  Corporation (the "Company")  amended
and restated its  Supplemental  Retirement  Plan (the  "Plan").  The  amendments
become  effective  on January 1, 2005.  All  deferrals of  compensation  and all
company  contributions under the Plan,  including those made prior to January 1,
2005 but not yet  distributed,  will be subject to the new  terms.  The  Company
intends the Plan,  as restated,  to comply with the  provisions  of the American
Jobs Creation Act of 2004 (which added Section 409A to the Internal Revenue Code
and imposed new  requirements on deferred  compensation  arrangements),  and the
provisions  of the Plan will be  construed  in a manner  consistent  with  those

     Participants.  The employees  eligible to participate in the Plan are those
who are both A) eligible to participate in top hat plans  generally  under ERISA
and B) selected by the Committee administrating the Plan (the "Committee").  The
Committee must consist of at least two officers and/or  directors of the Company
appointed by the Company's  Compensation  Committee.  The current members of the
Committee are Richard A. Hubbell, President and Chief Executive Officer, and Ben
M. Palmer, Vice President, Chief Financial Officer and Treasurer.

     All of the "Named  Executive  Officers" of the Company have been invited by
the  Committee  to  participate  with  respect to fiscal year 2005.  Messrs.  R.
Randall Rollins,  Chairman of the Board, Mr. Hubbell, and Mr. Palmer declined to
participate in the Plan. However,  Mr. Hubbell and Mr. Palmer participate in the
Supplemental  Retirement  Plan of RPC,  Inc.  ("RPC"),  which is  described in a
Current  Report  on Form  8-K  filed  with  the  U.S.  Securities  and  Exchange
Commission on this date by RPC. Mr. James A. Lane, Jr., Executive Vice President
and  President  of Chaparral  Boats,  Inc.  (who was named as a Named  Executive
Officer in the Company's  proxy  statement for its annual meeting held in 2004),
and Ms. Linda H. Graham,  Vice  President and  Secretary  (who is expected to be
named as a Named  Executive  Officer in the  Company's  proxy  statement for its
annual meeting to be held in 2005), have elected to participate in the Plan.

     Ms. Graham is also a Participant  in the  Supplemental  Retirement  Plan of
RPC, Inc. ("RPC"), which is described in a Current Report on Form 8-K filed with
the U.S.  Securities  and Exchange  Commission  on this date by RPC. None of the
participants  has any  material  relationships  with the  Company  or any of its
affiliates,   including  RPC,  apart  from  their  respective  relationships  as
directors and employees of the Company and its affiliates,  ownership of Company
and affiliate securities, and as otherwise previously disclosed in the Company's
last filed annual proxy statement.

     Each of the  above-named  officers,  except  Mr.  Lane,  serves in the same
capacity for RPC, an affiliate of the Company.

     Salary and Bonus Deferrals. Participants may defer up to 25% of base salary
and up to 50% of their  annual  bonus and  commissions,  subject  to an  overall
maximum of $500,000 in any given year. However,  deferral amounts may be reduced
if  necessary  to  allow  the  Company  to  satisfy   withholding   and  similar


obligations.  Participants  must make their  deferral  elections for base salary
during a single annual enrollment period ending prior to the end of the calendar
year  preceding  the year in which the services  will be  performed  (or in such
other  time and  manner  that  complies  with  Section  409A of the Code and any
regulatory  or  other  guidance  issued  thereunder).   Deferral  elections  for
performance-based  compensation  must be made at least six months before the end
of the performance period. Deferral elections for all other compensation must be
made no later than the close of the calendar  year prior to the beginning of the
period during which services are performed for which the  compensation  is paid,
unless the Committee determines otherwise.

     Company   Contributions.   The  Company  makes  certain  "Enhanced  Benefit
Contributions"  under the Plan on behalf of certain Participants of long service
to the Company who were forty years of age or older on December  31,  2002.  The
Company  makes  the  "Enhanced  Benefit  Contributions"  (as  disclosed  in  the
Company's  last filed  annual  proxy  statement)  in lieu of the  benefits  that
previously  accrued under the RPC, Inc.  Retirement  Income Plan,  which existed
prior to the Company's spin-off from RPC.  Additional  benefits ceased to accrue
under the RPC, Inc.  Retirement  Income Plan effective March 31, 2002.  Enhanced
Benefit  Contributions are made annually,  for a maximum of 7 years,  subject to
the Participant's continued employment with the Company. Comparable payments are
made on behalf of qualifying  employees  through the Company's 401(k) plan. (RPC
also makes Enhanced Benefit Contributions under its Supplemental  Retirement and
401(k) plans.)

     Mr.  Lane is the only Named  Executive  Officer  who  receives  an Enhanced
Benefit Contribution under the Company's Plan, although Mr. Hubbell receives one
under the RPC, Inc. Supplemental Retirement Plan. Mr. Lane's Enhanced Benefit is
$21,350.50 per year. The Company has retained absolute  discretion to reduce the
amount of Enhanced  Benefit  Contributions  at any time for any reason,  and may
elect not to make any such  contributions at all. The Company  currently expects
that Mr. Lane's last Enhanced Benefit  Contribution will be made with respect to
fiscal year 2008.

     In addition to the  Enhanced  Benefit  Contributions,  the Company may make
discretionary  contributions  on behalf of a  Participant  under the Plan in any
amount  and at any  time.  The  Company  has no  obligation  to  make  any  such
discretionary contribution,  has no current plans to make such a contribution on
behalf of any Named Executive Officer,  and has never made any such contribution
under the Supplemental Retirement Plan since its creation in August of 2002.

     Account  Maintenance,   Accounting  and  Earnings.  The  Company  maintains
bookkeeping  accounts with respect to all  deferrals and Company  contributions.
The accounts are entirely  unfunded.  Participants  are generally 100% vested in
the amounts credited to their accounts,  but discretionary  contributions may be
subject to a vesting schedule.  Accounts are credited with hypothetical earnings
based on certain "Deemed  Investments."  Participants  select Deemed Investments
from a list of  third-party  investment  vehicles  selected by the Committee and
specify an  allocation  among them.  Subject to  restrictions  on the timing and
number of permitted changes  established by the Committee,  and other conditions
specified in the Plan,  Participants  may alter the  allocation  of their Deemed
Investments on any business day. Altered allocations  generally become effective


on the first  business  day  following  the date the change is  requested by the

     Account  values are  calculated as if the funds from  deferrals and Company
contributions  had  been  converted  into  shares  or other  ownership  units of
selected Deemed  Investments by purchasing (or selling,  where relevant) same at
the current purchase price of the relevant Deemed  Investment at the time of the
Participant's  selection.  No such  purchases  are  actually  made on  behalf of
Participants,  and Participants do not have any real or beneficial  ownership in
the actual securities which a Deemed Investment tracks.

     Plan  benefits  are  unsecured  general  obligations  of the Company to the
Participants,  and these  obligations  rank in parity with the  Company's  other
unsecured and unsubordinated  indebtedness.  Thus, deferrals of compensation and
Company  contributions  are recorded on the  Company's  balance sheet as pension
liabilities,  and changes in the fair value of these liabilities are recorded as
compensation cost on the Company's statement of income.

     The Company has  established a "rabbi  trust," which it uses to voluntarily
set aside amounts that approximate  deferrals and contributions  under the Plan.
The  purpose of the trust is to use the  amounts  set aside in the trust and the
earnings  thereon to fund  distributions  under the Plan. Trust assets cannot be
used for any other purpose unless the Company becomes insolvent,  in which event
they may become subject to claims of the Company's other creditors. Trust assets
are marked to market and  reported as "other  assets" on the  Company's  balance
sheet.  However,  because the trust is nonrevocable,  trust assets are no longer
available to fund future  operations  by the Company.  There is no tax deduction
available for amounts contributed to the trust or earnings thereon, nor is there
a deduction at the time  compensation is deferred under the Plan.  However,  the
Company  will  generally  be  entitled  to  deduct  amounts   distributed  to  a
Participant when the Participant  includes the amounts distributed in his or her
income for federal  income tax  purposes,  which would  generally be expected to
occur at the time the distribution is made.

     While the Company  expects the funds in the trust to be  sufficient to fund
its liability to Participants  under the Plan,  there is no guarantee that trust
assets will always be sufficient to fund Plan  benefits.  To the extent that the
Company's  obligations  under the Plan exceed assets  available under the trust,
the Company  would be required to seek  additional  funding  sources to fund its
liability  under the Plan. The Company may decide to cease future funding of the
trust,  or alter the way in which funds held thereby are  invested,  at any time
for any reason.

     Prior to the  restatement of the Plan, the Company  invested assets held by
the rabbi trust in mutual funds,  as previously  disclosed.  The amount of trust
assets  and  liabilities  under  the Plan  have  remained  substantially  equal.
However,  tax liabilities accruing with respect to earnings on trust assets were
not charged to the trust.  In connection  with the  restatement of the Plan, the
Company  has  altered  the  investment  policies  of the  trust in a way that is
designed to prevent trust earnings from producing taxable income to the Company.

     Distributions.  Generally,  distributions of deferred amounts are made upon
the earliest of death, disability, retirement or other termination of employment
(a  "Termination  Event").  However,  for deferrals of salary and bonus (but not


Company contributions),  Participants may designate a distribution date which is
prior to a Termination  Event (an "In Service  Distribution  Date"). In order to
designate an In Service  Distribution  Date, the designation must be made at the
time the  Participant  elects to defer the  compensation.  A Participant may not
have more than three In Service Distribution Dates designated at any given time.

     Subject to certain  requirements  imposed by Section  409A of the  Internal
Revenue Code, Participants may extend an In Service Distribution Date to a later
In Service  Distribution Date. However,  the extension must be for at least five
years,  and it must be made at least 13 months before the  unextended In Service
Distribution   Date.  If  a  Termination  Event  occurs  before  an  In  Service
Distribution Date, all amounts will be distributable upon the Termination Event,
regardless of any In Service Distribution Dates that may have been designated.

     Generally,  a Participant may elect to receive distributions under the Plan
in installments  or lump sum payments.  However,  account  balances of less than
$10,000 must be paid in a single lump sum.

     Material  Changes.   The  material  amendments  to  the  Plan  include  the

     o    Certain key employees  (which  includes all of the  Company's  current
          Named Executive  Officers) must now wait 6 months after  separation of
          service before receiving termination payments.

     o    Participants  may  now  select  In  Service   Distribution  Dates  for
          deferrals,  subject to certain  limitations  set forth in the Plan and
          described further above.

     o    The amount of  compensation  that may be  deferred  under the Plan has
          been  increased  from  the  previous  limitations  of  20%  of  annual
          compensation and an overall cap of $200,000 in a given year.

In addition,  as noted above, the Company has altered the investment strategy of
the related rabbi trust  (which,  as discussed  above,  was created to provide a
source of funding for Plan benefits) in a way designed to prevent trust earnings
from producing taxable income to the Company.

A copy of the Plan is filed  with this  Current  Report  on Form 8-K as  Exhibit
99.1 and is incorporated herein by reference.


     On  December  21,  2004,  the  Company  amended  and  restated  the Plan as
described in Item 1.01 above, the contents of which are  incorporated  herein by


     (a) Financial Statements.


     (b)  Pro Forma Financial Information

     (c)  Exhibits.

          Number    Description
          ------    -----------

          99.1      Marine Products Corporation Supplemental Retirement Plan, as
                    amended and restated on December 21, 2004



     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: December 22, 2004             /s/Ben M. Palmer
                                    Ben M. Palmer, Vice President, 
                                    Chief Financial Officer and Treasurer