As filed with the Securities and Exchange Commission on May 1, 2001
                      Registration No. 333-_______________
--------------------------------------------------------------------------------




                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            Delaware                                     58-2572419
            --------                                     ----------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                   2170 Piedmont Road, Atlanta, Georgia 30324
                   ------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

         Marine Products Corporation 2001 Employee Stock Incentive Plan
         --------------------------------------------------------------
                            (Full title of the plan)

             R. Randall Rollins, Chairman of the Board of Directors
                           Marine Products Corporation
                            2170 Piedmont Road, N.E.
                             Atlanta, Georgia 30324
                             ----------------------
                     (Name and address of agent for service)

                                 (404) 321-2140
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           B. Joseph Alley, Jr., Esq.
                            Arnall Golden Gregory LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8500

<TABLE>
<CAPTION>

                         Calculation of Registration Fee
<S>                       <C>                 <C>                         <C>                      <C>
------------------------- ------------------- --------------------------- ------------------------ --------------------
                                                                             Proposed maximum           Amount of
 Title of securities to      Amount to be     Proposed maximum offering     aggregate offering        registration
     be registered            registered           price per share                 price                  fee*
------------------------- ------------------- --------------------------- ------------------------ --------------------
     Common Stock,
     $.10 par value        2,000,000 Shares             $3.80                  $7,600,000              $1,900.00
------------------------- ------------------- --------------------------- ------------------------ --------------------
</TABLE>

* Calculated pursuant to Rules 457(c) and 457(h),  based upon the average of the
high and low prices reported for the Common Stock on April 24, 2001 as quoted on
the American Stock Exchange.



<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) Marine  Products Annual Report on Form 10-K for the year ended December
31, 2000;

     (b) The description of Marine Products' common stock as contained in Marine
Products'  Registration  Statement  on Form 10  filed  under  Section  12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description; and

     (c) All  documents  subsequently  filed  by  Marine  Products  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Marine  Products  is a  Delaware  corporation.  The  following  summary  is
qualified in its  entirety by  reference  to the  complete  text of the Delaware
General   Corporation  Law  (the  "DGCL"),   Marine  Products'   Certificate  of
Incorporation and Marine Products' Bylaws.

     Marine Products'  bylaws provides that it shall  indemnify,  to the fullest
extent  permitted by Section 145 of the DGCL, each person who is involved in any
litigation or other  proceeding  because of his or her position as a director or
officer of Marine Products,  against all expense,  loss or liability  reasonably
incurred or suffered in connection with that litigation. Marine Products' bylaws
provide that it shall pay a director or officer  expenses  incurred in defending
any  proceeding  in  advance  of its final  disposition  upon its  receipt of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced  if it is  ultimately  determined  that the  director or officer is not
entitled to indemnification.

     Section 145 of the DGCL permits a corporation  to indemnify any director or
officer  of  the  corporation  against  expenses,   including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that the person is or was a  director  or  officer  of the  corporation,  if the
person acted in good faith and in a manner that he reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, with respect to
any criminal  action or  proceeding,  if he had no reason to believe his conduct
was  unlawful.  In a  derivative  action,  indemnification  may be made only for
expenses  actually  and  reasonably  incurred  by any  director  or  officer  in
connection  with the  defense or  settlement  of an action or suit if the person
acted in good faith and in a manner that he reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if the  person  shall  have been  adjudicated  to be liable to the
corporation, unless and only to the extent that the court in which the action or
suit was brought determines that the defendant is fairly and reasonably entitled
to indemnity for these expenses despite an adjudication of liability.

                                       2
<PAGE>

     As  provided  for in  Section  102(b)(7)  of  the  DGCL,  Marine  Products'
certificate  of  incorporation  eliminates  the  liability  of a director to the
corporation or its  stockholders  for monetary damages for a breach of fiduciary
duty as a director, except for liabilities arising:

     o    from any breach of the director's  duty of loyalty to the  corporation
          or its stockholders;

     o    from acts or omissions not in good faith or which involve  intentional
          misconduct or a knowing violation of law;

     o    under  Section  174 of the DGCL in  connection  with the payment of an
          unlawful dividend or unlawful stock purchase or redemption; or

     o    from any  transaction  from which the  director  derived  an  improper
          personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"),  may be permitted  to  directors,  officers or persons
controlling Marine Products pursuant to the foregoing  provision of the DGCL and
Marine Products'  Certificate of Incorporation  and Bylaws,  Marine Products has
been informed that  indemnification is considered by the Securities and Exchange
Commission to be against public policy and therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.   Exhibit
-----------   -------
4.1           Form of Stock  Certificate  (Incorporated  by reference to Exhibit
              4.1 to Marine  Products'  Registration Statement  on Form 10 filed
              on December 8, 2000)

5*            Opinion of Arnall Golden Gregory LLP regarding legality

23.1*         Consent of Arnall Golden Gregory LLP (included as part of Exhibit
              5 hereto)

23.2*         Consent of Arthur Andersen LLP

24.1*         Powers of Attorney (included as part of the signature page hereto)

99.1          Marine  Products  Corporation  2001 Employee  Stock Incentive Plan
              (Incorporated  by reference to  Exhibit 10.1  to Marine  Products'
              Form 10 filed February 13, 2001)
----------------------
* Filed herewith.

Item 9.  Undertakings.

     (a) The undersigned Marine Products hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the registration statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the registration statement;

                                       3
<PAGE>

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

                    Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii)
          shall  not  apply if the  information  required  to be  included  in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by Marine  Products  pursuant  to Section 13 or Section
          15(d) of the Securities  Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Marine  Products  pursuant  to the  provisions  described  in Item 6  above,  or
otherwise,  Marine  Products  has  been  advised  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
Marine  Products  of  expenses  incurred  or  paid  by a  director,  officer  or
controlling  person of Marine Products in the successful  defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person
in connection with the securities being registered, Marine Products will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                       4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia on April 24, 2001.

                                    MARINE PRODUCTS CORPORATION

                                    By:  /s/  R. Randall Rollins
                                       -----------------------------------------
                                          R. Randall Rollins
                                          Chairman of the Board of Directors

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints R. Randall Rollins, Richard A. Hubbell and Ben M.
Palmer and each of them, his true and lawful  attorneys-in-fact and agents, with
full power of substitution and  resubstitution,  for him and in his name, place,
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                    <C>                                            <C>
          Name                                     Title                              Date
---------------------------------      --------------------------------------------   --------------
/s/ R. Randall Rollins                 Chairman of the Board of Directors             April 24, 2001
---------------------------------
R. Randall Rollins

/s/ Richard A. Hubbell                 President, Chief Executive Officer and         April 24, 2001
---------------------------------      Director (Principal Executive Officer)
Richard A. Hubbell

/s/ Ben M. Palmer                      Vice President, Chief Financial Officer,       April 24, 2001
---------------------------------      Treasurer and Assistant Secretary (Principal
Ben M. Palmer                          Financial and Accounting Officer)

/s/ James A. Lane, Jr.                 Executive Vice President and Director          April 24, 2001
---------------------------------
James A. Lane, Jr.

/s/ Linda H. Graham                    Vice President and Director                    April 24, 2001
---------------------------------
Linda H. Graham

/s/ Wilton Looney                      Director                                       April 24, 2001
---------------------------------
Wilton Looney

/s/ Henry B. Tippie                    Director                                       April 24, 2001
---------------------------------
Henry B. Tippie

/s/ James B. Williams                  Director                                       April 24, 2001
---------------------------------
James B. Williams

/s/ Gary W. Rollins                    Director                                       April 24, 2001
---------------------------------
Gary W. Rollins
</TABLE>

                                       5
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Exhibit
-----------   -------
4.1           Form of Stock  Certificate  (Incorporated  by reference to Exhibit
              4.1 to Marine  Products'  Registration Statement  on Form 10 filed
              on December 8, 2000)

5*            Opinion of Arnall Golden Gregory LLP regarding legality

23.1*         Consent of Arnall Golden Gregory LLP (included as part of Exhibit
              5 hereto)

23.2*         Consent of Arthur Andersen LLP

24.1*         Powers of Attorney (included as part of the signature page hereto)

99.1          Marine  Products  Corporation  2001 Employee  Stock Incentive Plan
              (Incorporated  by reference to  Exhibit 10.1  to Marine  Products'
              Form 10 filed February 13, 2001)
----------------------
* Filed herewith.



1267931v3
[{"type": "S-8", "sequence": "1", "filename": "mpcs8401.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18737}]
{"company-data": {"conformed-name": "MARINE PRODUCTS CORP", "cik": "0001129155", "assigned-sic": "3730", "irs-number": "582572419", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59886", "film-number": "1617893"}, "business-address": {"street1": "2170 PIEDMONT ROAD NE", "city": "ATLANTA", "state": "GA", "zip": "30324", "phone": "4043212140"}, "mail-address": {"street1": "2170 PIEDMONT ROAD NE", "city": "ATLANTA", "state": "GA", "zip": "30324"}}
As filed with the Securities and Exchange Commission on May 1, 2001
                      Registration No. 333-_______________
--------------------------------------------------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            Delaware                                     58-2572419
            --------                                     ----------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                   2170 Piedmont Road, Atlanta, Georgia 30324
                   ------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

         Marine Products Corporation 2001 Employee Stock Incentive Plan
         --------------------------------------------------------------
                            (Full title of the plan)

             R. Randall Rollins, Chairman of the Board of Directors
                           Marine Products Corporation
                            2170 Piedmont Road, N.E.
                             Atlanta, Georgia 30324
                             ----------------------
                     (Name and address of agent for service)

                                 (404) 321-2140
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           B. Joseph Alley, Jr., Esq.
                            Arnall Golden Gregory LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8500
Calculation of Registration Fee
------------------------- ------------------- --------------------------- ------------------------ --------------------
                                                                             Proposed maximum           Amount of
 Title of securities to      Amount to be     Proposed maximum offering     aggregate offering        registration
     be registered            registered           price per share                 price                  fee*
------------------------- ------------------- --------------------------- ------------------------ --------------------
     Common Stock,
     $.10 par value        2,000,000 Shares             $3.80                  $7,600,000              $1,900.00
------------------------- ------------------- --------------------------- ------------------------ --------------------
* Calculated pursuant to Rules 457(c) and 457(h),  based upon the average of the
high and low prices reported for the Common Stock on April 24, 2001 as quoted on
the American Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) Marine  Products Annual Report on Form 10-K for the year ended December
31, 2000;

     (b) The description of Marine Products' common stock as contained in Marine
Products'  Registration  Statement  on Form 10  filed  under  Section  12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description; and

     (c) All  documents  subsequently  filed  by  Marine  Products  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Marine  Products  is a  Delaware  corporation.  The  following  summary  is
qualified in its  entirety by  reference  to the  complete  text of the Delaware
General   Corporation  Law  (the  "DGCL"),   Marine  Products'   Certificate  of
Incorporation and Marine Products' Bylaws.

     Marine Products'  bylaws provides that it shall  indemnify,  to the fullest
extent  permitted by Section 145 of the DGCL, each person who is involved in any
litigation or other  proceeding  because of his or her position as a director or
officer of Marine Products,  against all expense,  loss or liability  reasonably
incurred or suffered in connection with that litigation. Marine Products' bylaws
provide that it shall pay a director or officer  expenses  incurred in defending
any  proceeding  in  advance  of its final  disposition  upon its  receipt of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced  if it is  ultimately  determined  that the  director or officer is not
entitled to indemnification.

     Section 145 of the DGCL permits a corporation  to indemnify any director or
officer  of  the  corporation  against  expenses,   including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that the person is or was a  director  or  officer  of the  corporation,  if the
person acted in good faith and in a manner that he reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, with respect to
any criminal  action or  proceeding,  if he had no reason to believe his conduct
was  unlawful.  In a  derivative  action,  indemnification  may be made only for
expenses  actually  and  reasonably  incurred  by any  director  or  officer  in
connection  with the  defense or  settlement  of an action or suit if the person
acted in good faith and in a manner that he reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if the  person  shall  have been  adjudicated  to be liable to the
corporation, unless and only to the extent that the court in which the action or
suit was brought determines that the defendant is fairly and reasonably entitled
to indemnity for these expenses despite an adjudication of liability.

                                       2
As  provided  for in  Section  102(b)(7)  of  the  DGCL,  Marine  Products'
certificate  of  incorporation  eliminates  the  liability  of a director to the
corporation or its  stockholders  for monetary damages for a breach of fiduciary
duty as a director, except for liabilities arising:

     o    from any breach of the director's  duty of loyalty to the  corporation
          or its stockholders;

     o    from acts or omissions not in good faith or which involve  intentional
          misconduct or a knowing violation of law;

     o    under  Section  174 of the DGCL in  connection  with the payment of an
          unlawful dividend or unlawful stock purchase or redemption; or

     o    from any  transaction  from which the  director  derived  an  improper
          personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"),  may be permitted  to  directors,  officers or persons
controlling Marine Products pursuant to the foregoing  provision of the DGCL and
Marine Products'  Certificate of Incorporation  and Bylaws,  Marine Products has
been informed that  indemnification is considered by the Securities and Exchange
Commission to be against public policy and therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.   Exhibit
-----------   -------
4.1           Form of Stock  Certificate  (Incorporated  by reference to Exhibit
              4.1 to Marine  Products'  Registration Statement  on Form 10 filed
              on December 8, 2000)

5*            Opinion of Arnall Golden Gregory LLP regarding legality

23.1*         Consent of Arnall Golden Gregory LLP (included as part of Exhibit
              5 hereto)

23.2*         Consent of Arthur Andersen LLP

24.1*         Powers of Attorney (included as part of the signature page hereto)

99.1          Marine  Products  Corporation  2001 Employee  Stock Incentive Plan
              (Incorporated  by reference to  Exhibit 10.1  to Marine  Products'
              Form 10 filed February 13, 2001)
----------------------
* Filed herewith.

Item 9.  Undertakings.

     (a) The undersigned Marine Products hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the registration statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the registration statement;

                                       3
(iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

                    Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii)
          shall  not  apply if the  information  required  to be  included  in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by Marine  Products  pursuant  to Section 13 or Section
          15(d) of the Securities  Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Marine  Products  pursuant  to the  provisions  described  in Item 6  above,  or
otherwise,  Marine  Products  has  been  advised  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
Marine  Products  of  expenses  incurred  or  paid  by a  director,  officer  or
controlling  person of Marine Products in the successful  defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person
in connection with the securities being registered, Marine Products will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia on April 24, 2001.

                                    MARINE PRODUCTS CORPORATION

                                    By:  /s/  R. Randall Rollins
                                       -----------------------------------------
                                          R. Randall Rollins
                                          Chairman of the Board of Directors

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints R. Randall Rollins, Richard A. Hubbell and Ben M.
Palmer and each of them, his true and lawful  attorneys-in-fact and agents, with
full power of substitution and  resubstitution,  for him and in his name, place,
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
------------------------------------------------------------------
Name                                     Title                              Date
---------------------------------      --------------------------------------------   --------------
/s/ R. Randall Rollins                 Chairman of the Board of Directors             April 24, 2001
---------------------------------
R. Randall Rollins

/s/ Richard A. Hubbell                 President, Chief Executive Officer and         April 24, 2001
---------------------------------      Director (Principal Executive Officer)
Richard A. Hubbell

/s/ Ben M. Palmer                      Vice President, Chief Financial Officer,       April 24, 2001
---------------------------------      Treasurer and Assistant Secretary (Principal
Ben M. Palmer                          Financial and Accounting Officer)

/s/ James A. Lane, Jr.                 Executive Vice President and Director          April 24, 2001
---------------------------------
James A. Lane, Jr.

/s/ Linda H. Graham                    Vice President and Director                    April 24, 2001
---------------------------------
Linda H. Graham

/s/ Wilton Looney                      Director                                       April 24, 2001
---------------------------------
Wilton Looney

/s/ Henry B. Tippie                    Director                                       April 24, 2001
---------------------------------
Henry B. Tippie

/s/ James B. Williams                  Director                                       April 24, 2001
---------------------------------
James B. Williams

/s/ Gary W. Rollins                    Director                                       April 24, 2001
---------------------------------
Gary W. Rollins
5
EXHIBIT INDEX

Exhibit No.   Exhibit
-----------   -------
4.1           Form of Stock  Certificate  (Incorporated  by reference to Exhibit
              4.1 to Marine  Products'  Registration Statement  on Form 10 filed
              on December 8, 2000)

5*            Opinion of Arnall Golden Gregory LLP regarding legality

23.1*         Consent of Arnall Golden Gregory LLP (included as part of Exhibit
              5 hereto)

23.2*         Consent of Arthur Andersen LLP

24.1*         Powers of Attorney (included as part of the signature page hereto)

99.1          Marine  Products  Corporation  2001 Employee  Stock Incentive Plan
              (Incorporated  by reference to  Exhibit 10.1  to Marine  Products'
              Form 10 filed February 13, 2001)
----------------------
* Filed herewith.

1267931v3