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

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

                                    FORM 8-K
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                                 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))

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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