SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-K

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


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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                       -----------------------------------

                           Commission File No. 1-16263
                           MARINE PRODUCTS CORPORATION

         DELAWARE                                         58-2572419
(STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             2170 PIEDMONT ROAD, NE,
                             ATLANTA, GEORGIA 30324
                                 (404) 321-2140

           Securities registered pursuant to Section 12(b) of the Act:

      Title of each class              Name of each exchange on which registered
COMMON STOCK, $0.10 PAR VALUE                    AMERICAN STOCK EXCHANGE
  (17,012,277 shares outstanding
    as of February 28, 2001)

The aggregate market value of shares of common stock held by  non-affiliates  at
February 28, 2001 was $29,175,386

           Securities registered pursuant to section 12(g) of the Act:
                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ ] Yes [X]No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

                       Documents Incorporated by Reference

Portions of the Registrant's Form 10 filed on February 13, 2001 are incorporated
by reference into Part III, Items 10 through 13 of this report.




<PAGE>
                                     PART I

References  in this document to "we," "our",  "us,"  "Marine  Products," or "the
Company"  mean Marine  Products  Corporation  ("MPC")  and its sole  subsidiary,
Chaparral Boats, Inc. ("Chaparral").

FORWARD-LOOKING STATEMENTS

Certain  statements  made in this  report  that  are not  historical  facts  are
"forward-looking  statements" under the Private Securities Litigation Reform Act
of 1995.  Such  forward-looking  statements  may  include,  without  limitation,
statements that relate to our business strategy,  plans and objectives,  and our
beliefs and  expectations  regarding future demand for our products and services
and other  events and  conditions  that may  influence  our  performance  in the
future.

The words "may," "should," "will," "expect," "believe,"  "anticipate," "intend,"
"plan," "believe," "seek," "project,"  "estimate," and similar  expressions used
in this document that do not relate to historical facts are intended to identify
forward-looking statements. Such statements are based on certain assumptions and
analyses made by our management in light of its experience and its perception of
historical trends,  current  conditions,  expected future developments and other
factors it believes to be  appropriate.  We caution you that such statements are
only  predictions  and not  guarantees  of future  performance  and that  actual
results, developments and business decisions may differ from those envisioned by
the forward-looking statements. See "Risk Factors" below.

ITEM 1. BUSINESS

Marine Products is a Delaware  corporation,  incorporated on August 31, 2000, in
connection with a spin-off from RPC Inc. ("RPC").

In January 2000, RPC announced  plans to spin-off  Chaparral,  the  recreational
powerboat manufacturing business of RPC, to RPC's stockholders. RPC accomplished
the  spin-off  by  contributing  100% of the  issued  and  outstanding  stock of
Chaparral to Marine Products, a newly formed wholly owned subsidiary of RPC, and
then  distributing the common stock of Marine Products to RPC  stockholders.  As
part of the transaction, effective February 28, 2001 RPC's stockholders received
0.6  share of Marine  Products  common  stock for every one share of RPC  common
stock owned as of February 16, 2001, the record date for the spin-off.

Marine  Products,  through  its  wholly-owned  subsidiary  Chaparral,   designs,
manufactures  and sells  recreational  fiberglass  powerboats in the  sportboat,
deckboat and cruiser markets. Available industry statistics measure Chaparral as
the third largest sterndrive boatbuilder in the United States.

Chaparral  sells its three lines of  powerboats to an  international  network of
independent authorized dealers. These lines consist of sportboats, deckboats and
cruisers. A variety of new models are introduced each year; however;  models are
generally in  production  for several  years before being  replaced,  updated or
discontinued. Chaparral's dealer network now includes approximately 150 domestic
dealers and 30 international dealers.

Chaparral was founded in 1965 in Ft. Lauderdale, Florida. Chaparral's first boat
was a 15-foot tri-hull design with a retail price of less than $1,000. Over time
the company grew by offering  exceptional  quality and consumer  value.  In 1976
Chaparral moved to Nashville, Georgia where a manufacturing facility of a former
boat manufacturing  company was available for purchase.  This provided Chaparral
an opportunity to obtain additional  manufacturing space and access to a trained
work force.  With 35 years of boatbuilding  experience,  Chaparral  continues to
improve  the design  and  manufacturing  of its  product  offerings  to meet the
growing needs of discriminating recreational boaters.

Since RPC's  purchase of  Chaparral  in 1986,  Chaparral  has been able to focus
primarily on improving  operations and profitability  without concerns about the


                                       2
<PAGE>

availability  of  capital.   The  management  team  has  consistently   improved
manufacturing efficiency,  refined current products and evaluated future product
offerings, all of which have led to increasing revenue and profits. For the five
years  ended  December  31,  2000,  Marine  Products  has  generated  12 percent
compounded annual growth in net sales.

Marine Products' basic mission is to enhance its customers'  boating  experience
by providing  them with high quality,  innovative  powerboats.  Marine  Products
intends to remain a leading manufacturer of recreational  powerboats for sale to
a broad range of consumers  worldwide.  Marine Products was incorporated in 2000
and is intended to serve as a public  holding  company for  Chaparral  and other
operating companies that may be acquired in the future.

PRODUCTS

Marine Products offers a comprehensive  range of motorized  recreational  boats.
Marine Products distinguishes itself by offering a wide range of products to the
family recreational market and cruiser market.

The following  table provides a brief  description of each of our brands and its
particular market focus:

<TABLE>
<CAPTION>
<S>                          <C>             <C>            <C>                <C>
                                                               APPROXIMATE
                               NUMBER OF       OVERALL           RETAIL
           BRAND                MODELS          LENGTH         PRICE RANGE                    DESCRIPTION
---------------------------  -------------  --------------  ------------------ -----------------------------------------

Signature -- Cruisers              5           24'-35'          $45,000 -      Fiberglass, accommodation-focused
                                                                $201,000       cruisers. Marketed to experienced boat
                                                                               owners through trade magazines and boat
                                                                               show exhibitions.

 SS -- Sportboats                 15           18'-28'          $16,000 -      Fiberglass runabouts, cruisers and
                                                                 $94,000       performance boats. Encompasses
                                                                               affordable, entry-level to mid-range
                                                                               sportboats. Marketed as high value
                                                                               runabouts for family groups.

 Sunesta -- Deckboats              5           21'-26'          $30,000 -      Fiberglass deck boats. Encompasses
                                                                 $53,000       affordable, entry-level to mid-range
                                                                               deck boats.  Marketed as high value
                                                                               family pleasure boats with the handling
                                                                               of a runabout, the style of a sport boat
                                                                               and the roominess of a cruiser.
</TABLE>


MANUFACTURING

All of Chaparral's manufacturing facilities are located in Nashville, Georgia. A
total of five different plants are utilized to manufacture the interiors, design
new models  and to create the  fiberglass  hulls and decks and to  assemble  the
various end products.  Quality control is conducted throughout the manufacturing
process.  When fully  assembled and inspected,  the boats are loaded onto either
company owned trailers or third party marine transport  trailers for delivery to
the dealers.

The manufacturing process begins with design of the ultimate product.  Plugs are
constructed in the research and development area from designs. Plugs are used to
create a mold from which prototype  boats can be built.  Adjustments are made to
the plug design until  acceptable  parameters are met. The final plug is used to
create the necessary number of production  molds.  Molds are used to produce the
fiberglass  hulls and decks.  Fiberglass  components  are made by  applying  the
outside  finish or gelcoat to the mold.  Then numerous  layers of fiberglass and
resin are applied during the lamination process over the gelcoat.  After curing,
the hulls and deck are removed  from the molds and are trimmed and  prepared for
final  assembly,  which  includes the  installation  of electrical  and plumbing
systems, engines, upholstery, accessories and graphics.



                                       3
<PAGE>

SUPPLIERS

Marine  Products' two most significant  components used in manufacturing  boats,
based on cost, are engines and fiberglass. For each of these raw materials there
is an  adequate  supply  available  in  the  market.  Marine  Products  has  not
experienced  any  material  shortages  in  any  of  these  products.   Temporary
shortages,  when they do occur,  usually involve  manufacturers  switching model
mixes or  introducing  new product  lines.  These  temporary  shortages have not
impacted sales.  Marine  Products  obtains most of its fiberglass from a leading
domestic supplier.  Marine Products believes that there are several  alternative
suppliers if this supplier fails to provide adequate quantities.

Marine Products does not manufacture the engines installed in its boats. Engines
are generally  specified by the dealers at the time of ordering,  usually on the
basis of anticipated  customer  preferences  or actual  customer  order.  Marine
Products  does not have any  engine  supply  contracts.  Engines  are  purchased
through the American  Boatbuilders  Association ("ABA"),  which has entered into
engine  supply  arrangements  with  Mercury  Marine  and  Volvo  Penta,  the two
currently existing suppliers of sterndrive engines.  These arrangements  contain
incentives  and  discount  provisions,  which may reduce the cost of the engines
purchased,  if specified  purchased  volumes are met during specified periods of
time.  Although no minimum  purchases are required,  Marine Products  expects to
continue  purchasing  engines  from  the ABA on a  voluntary  basis  in order to
receive  purchase  volume  discounts.  Marine  Products  does  not have a supply
contract  with the ABA.  See  "Growth  Strategies" below.

In the event of a sudden  interruption  in the  supply  of  engines  from  these
suppliers, our sales and profitability could be negatively impacted.

SALES AND DISTRIBUTION

Sales are made through  approximately 150 dealers  throughout the United States.
Marine Products also has approximately 30 international  dealers.  Most of these
dealers  are not  exclusive  to  Marine  Products  and  carry the boats of other
companies,  including  some  which  may be  competitive  with  Marine  Products'
products.  The territories served by any dealer are not exclusive to the dealer.
However, Marine Products uses discretion in locating new dealers in an effort to
protect the interests of the existing  dealers.  Eight  independent  field sales
representatives call upon existing dealers and develop new dealer relationships.
The field sales force is directed by Chaparral's National Sales Coordinator, who
is  responsible  for  developing a full dealer  organization  for SS Sportboats,
Signature Cruisers and Deckboats.  The marketing of boats to retail customers is
primarily the  responsibility  of the dealer,  whose efforts are supplemented by
Marine Products through  advertising in boating  magazines and  participation in
regional, national, and international boat shows.

Marine  Products'  sales  orders are based on strong  interest  by its  dealers.
Although  cancelable  at any time,  substantially  all boats are  pre-sold  to a
dealer before entering the production line.  Historically,  dealers have in most
cases taken delivery of all their orders.  In the past, Marine Products has been
able to  resell  any boat for  which  the  order  has been  cancelled.  To date,
cancellations have not had any material effect on Marine Products.

Marine Products  continues to seek new dealers in many areas throughout  Europe,
South  America,  Asia and the  Mideast.  In general,  Marine  Products  requires
payment in full or an  irrevocable  letter of credit from a domestic bank before
it will ship a boat overseas.  Consequently,  there is no credit risk associated
with its foreign sales nor risk related to foreign currency fluctuation.  Marine
Products  believes  that within  several  years,  foreign  sales  could  produce
additional sales growth.



                                       4
<PAGE>

Most of Marine  Products'  domestic  shipments  are made  pursuant to commercial
dealer "floor plan financing" programs in which Marine Products  participates on
behalf of its dealers.  Under these arrangements,  a dealer establishes lines of
credit  with  one or more  third-party  lenders  for the  purchase  of  showroom
inventory.  When a dealer purchases a boat pursuant to a floor plan arrangement,
it draws  against its line of credit and the lender pays the invoice cost of the
boat directly to Marine Products.  Generally, payment is made to Marine Products
within 5  business  days.  When the  dealer  in turn  sells the boat to a retail
customer,  the dealer repays the lender,  thereby restoring its available credit
line.  Each dealer's  floor plan credit  facilities  are secured by the dealer's
inventory,  letters of credit, and perhaps other personal and real property.  In
connection with the dealer's floor plan arrangements, Marine Products has agreed
to  repurchase  any of its boats  which a lender  repossesses  from a dealer and
returns to Marine  Products.  In the event that a dealer defaults under a credit
line, the lender may then invoke the manufacturers'  repurchase  agreements with
respect  to that  dealer.  In  that  event,  all  repurchase  agreements  of all
manufacturers  supplying a defaulting dealer are generally invoked regardless of
the boat or boats  with  respect  to which  the  dealer  has  defaulted.  Marine
Products  participates in floor plan arrangements with several major third-party
lenders on behalf of its dealers, most of whom have financing  arrangements with
more than one lender.  As of December 31, 2000,  Marine Products'  obligation to
repurchase  boats under the floor plan financing  programs  described  above was
approximately $3,481,000. Unlike Marine Products' obligation to repurchase boats
repossessed  by lenders,  Marine  Products is under no  obligation to repurchase
boats directly from dealers.

Marine  Products'  dealer  incentive  programs  are  designed  to promote  early
replenishment of the stock in dealer inventories  depleted  throughout the prime
spring and summer selling seasons and level out Marine  Products'  manufacturing
between the peak and offpeak  periods.  For the 2001 model year (which commenced
July 1, 2000),  dealers had an option whereby Marine Products made  arrangements
to pay all interest charged to dealers by certain floor plan lenders until April
1, 2001.  This and other  incentives  to the dealers have resulted in relatively
level month to month production and sales. After the free interest program ends,
interest costs revert to the dealer at the rates set by the lender.  The dealers
will make curtailment  payments (principal payments) on the boats as required by
their particular  commercial  lenders.  Similar sales promotion programs were in
effect during the past five years.

As of  December  31,  2000,  the sales  order  backlog  was 1,470  boats with an
estimated revenue value of $41,400,000.  This represents a fourteen week backlog
based on recent production levels. Marine Products normally does not manufacture
boats for inventory.

PRODUCT WARRANTY

Marine  Products  provides  a five year  transferable  hull and deck  structural
warranty  against  defects in material and  workmanship.  A one year warranty on
components  is  provided  as well.  The  engine  manufacturer  warrants  engines
included in the boats.  Warranty  costs of $1,483,000 or 1 percent of sales were
recorded in fiscal 2000.  Warranty costs were  $1,475,000 and $1,449,000 in 1999
and 1998,  respectively,  or 1 percent of sales in both years.  Marine Products'
warranty  costs as a  percentage  of sales are  considered  low  relative to the
marine industry, reflecting Marine Products' superior construction of its boats.

RESEARCH AND DEVELOPMENT

Essentially the same  technologies and processes are used to produce  fiberglass
boats by all boat  manufacturers.  The most common method is open-face  molding.
This is usually a  labor-intensive,  manual process whereby employees hand spray
and apply  fiberglass  and resin in layers on open molds to create  boat  hulls,
decks,  stringers  and other  smaller  fiberglass  components.  This process can
result in  inconsistencies  in the size and  weight of parts,  which may lead to
higher  warranty  costs.  Open-face  molding is  typically  capable of producing
approximately 3 hulls per week.

Chaparral has been a leading innovator in the recreational boating industry. One
of the Chaparral's most innovative  designs is the full-length  Extended V-Plane
running  surface.  Typically,  sterndrive  boats have a several  foot gap on the
bottom  rear of the hull where the engine  enters  the water.  With  Chaparral's
design, the running surface extends the full length to the rear of the boat. The
benefit  of  this  innovation  is  more  space,  better  performance  and a more
comfortable ride.



                                       5
<PAGE>

Marine  Products  had  research  and  development  expenditures  of  $1,428,000,
$1,500,000,  and $1,018,000 for the fiscal years ended December 31, 2000,  1999,
and 1998, respectively.

INDUSTRY OVERVIEW

The National Marine Manufacturers  Association ("NMMA") estimates that the total
U.S. recreational boating industry generated  approximately $26 billion in sales
in 2000,  including  retail  sales of new and used  boats,  motors and  engines,
accessories, and related boating expenditures, such as fuel, insurance, docking,
storage, and repairs.

The recreational boat manufacturing market remains highly fragmented with little
consolidation  having occurred to date. We estimate that the boat  manufacturing
industry includes more than 400 manufacturers,  most of whom are small privately
held companies with varying degrees of professional management and manufacturing
skills.

The NMMA conducts various surveys of boating  industry  trends.  It is estimated
that 72 million people in the United States participate in recreational boating.
There are currently over 16 million boats owned in the U.S. of which 1.7 million
are equipped with sterndrive engines.

According to the NMMA,  sales of boats with  sterndrive  engines  totaled 77,800
units in 2000 with a total retail value of $2.2  billion,  or an average  retail
price per boat of  approximately  $29,000.  During the first six months of 2000,
sales of sterndrive boats in the 18 to 23 foot size range represented 60 percent
of the units and 42 percent of the factory  value sold.  Ten of the  twenty-five
boat  models  currently  offered by  Chaparral  fall within this range of sizes.
Management  believes  that the five largest  states for boat sales are Michigan,
California,  Florida,  Minnesota,  and Texas.  Chaparral  has dealers in each of
these states.

Sales trends in the  recreational  boating  industry are  influenced  by several
factors,  including  general economic  growth,  consumer  confidence,  household
incomes, tax laws, and demographics.  Interest rates and fuel prices also have a
direct  impact  on boat  sales,  as well as trends at the  local,  regional  and
national level. Competition from other leisure and recreational activities, such
as vacation properties and travel, can also affect sales of recreational boats.

Management  believes  Chaparral  is well  positioned  to take  advantage  of the
following conditions, which continue to characterize the industry:

     o    labor-intensive    manufacturing   processes   that   remain   largely
          unautomated;

     o    increasingly strict environmental  standards derived from governmental
          regulations and customer sensitivities;

     o    a lack of focus on coordinated customer service and support by dealers
          and manufacturers; and

     o    a high degree of fragmentation  and competition  among the hundreds of
          recreational boat manufacturers.

GROWTH STRATEGIES

Marine  Products'  operating  strategy  emphasizes  innovative  designs and high
quality manufacturing  processes, by delivering a superior quality product while
lowering  manufacturing costs through increased  efficiencies in our facilities.
We have been leveraging our buying power through  economies of scale.  Chaparral
is one of the largest  independent boat  manufacturers that does not manufacture
its own engines.  Management  believes this, together with its membership in the


                                       6
<PAGE>

ABA,  positions  Chaparral as a significant third party customer of major engine
suppliers.  Chaparral  is a  founding  member  of  the  ABA  which  collectively
represents 13 independent boat manufacturers which have formed a buying group to
pool  their  purchasing  power in order to gain  improved  pricing  on  engines,
fiberglass,  resin,  and many other  components.  Chaparral  intends to continue
seeking  the most  advantageous  purchasing  arrangements  from  its  suppliers.
Chaparral is also a significant consumer of fiberglass materials, and management
intends to  capitalize  on  relationships  with  fiberglass  suppliers to assist
Marine Products' growth.

Our  marketing  strategy  seeks to  increase  market  share by  enabling  Marine
Products to expand its  international  presence by continuing to build dedicated
sales,  marketing and distribution  systems.  Marine Products has a distribution
network  of   approximately   180  dealers  located   throughout  the  U.S.  and
internationally.  Our  strategy  is to  increase  the number and  quality of our
dealers.  Marine  Products  seeks to capitalize on this strong dealer network by
educating  its dealers on the sales and  servicing  of our  products and helping
them provide more  comprehensive  customer service,  with the goal of increasing
customer  satisfaction,  customer  retention and future sales.  Marine  Products
provides promotional and incentive programs to help its dealers increase product
sales.  Marine Products intends to continue to strengthen its dealer network and
build brand loyalty with both dealers and customers.

As part of Marine Products' overall strategy, Marine Products will also consider
making  strategic  acquisitions in order to complement  existing  product Lines,
expand Marine  Products'  geographic  presence in the marketplace and strengthen
capabilities.

COMPETITION

The  recreational  boat  industry  is highly  fragmented,  resulting  in intense
competition  for  customers,  quality  products  and boat show  space.  There is
significant  competition  both  within  markets  we  currently  serve and in new
markets that we may enter.  Chaparral  competes with several  large  national or
regional  manufacturers  that have  substantial  financial,  marketing and other
resources.  However, we believe that our corporate  infrastructure and marketing
and sales capabilities, our cost structure and our nationwide presence enable us
to compete effectively against these companies.  In each of our markets,  Marine
Products  competes  on the basis of  responsiveness  to  customer  needs and the
quality  and  range of  products  and  services  offered.  Additionally,  Marine
Products  faces  general  competition  from all  other  recreational  businesses
seeking to attract consumers' leisure time and discretionary spending dollars.

According  to  Statistical  Surveys,  the  following  is a list  of the  top ten
(largest to smallest)  sterndrive boat  manufacturers in the United States based
on unit  sales  for the six  months  ended  June 30,  2000.  Several  of  theses
manufacturers  are part of larger  integrated  boat  building  companies and are
marked  with  asterisks.  Management  believes  the  companies  set forth  below
represent   approximately  65  percent  of  all  U.S.  retail   sterndrive  boat
registrations.

1.  Bayliner*
2.  Sea Ray*
3.  Chaparral
4.  Four Winns**
5.  Crownline
6.  Maxum*
7.  Glastron***
8.  Rinker
9.  Stingray
10. Regal

-----------

*      a subsidiary of Brunswick Corporation
**     a subsidiary of Outboard Marine Corporation
***    a subsidiary of Genmar Industries



                                       7
<PAGE>



ENVIRONMENTAL AND REGULATORY MATTERS

Certain materials used in boat manufacturing,  including the resins used to make
the decks and  hulls,  are  toxic,  flammable,  corrosive  or  reactive  and are
classified  by the  federal  and state  governments  as  "hazardous  materials."
Control of these substances is regulated by the Environmental  Protection Agency
("EPA") and state pollution  control  agencies which require reports and inspect
facilities to monitor compliance with their regulations. The Occupational Safety
and Health  Administration  ("OSHA")  standards limit the amount of emissions to
which an employee may be exposed without the need for respiratory  protection or
upgraded  plant  ventilation.  Marine  Products'  manufacturing  facilities  are
regularly  inspected  by OSHA and by state and  local  inspection  agencies  and
departments.   Marine  Products   believes  that  its  facilities   comply  with
substantially  all  regulations.   Marine  Products'  cost  of  compliance  with
environmental regulations has not been material.

In  connection  with  the  expansion  of the  Signature  Cruisers  manufacturing
facility,  Marine Products is spending  approximately $700,000 to install an air
purification  system.  This  equipment  is  designed to comply with OSHA and EPA
regulatory  limits.  Although  capital  expenditures  related to compliance with
environmental  laws are expected to increase  during the coming years, we do not
currently anticipate that any material expenditures will be required to continue
to comply with existing  environmental or safety  regulations in connection with
our ongoing operations.

Recreational  powerboats sold in the U.S. must be certified by the  manufacturer
to meet U.S. Coast Guard  specifications.  In addition,  boats  manufactured for
sale in the  European  Community  must  be  certified  to meet CE  Certification
standards.   These   certifications   specify   standards  for  the  design  and
construction  of  powerboats.  All boats  sold by  Marine  Products  meet  these
standards. In addition,  their safety is subject to federal regulation under the
Boat Safety Act of 1971.  The Boat Safety Act  requires  boat  manufacturers  to
recall products for  replacement of parts or components  that have  demonstrated
defects  affecting  safety.  While Marine  Products has  instituted  recalls for
defective component parts produced by other manufacturers,  there has never been
a safety  related  recall  resulting from  Chaparral's  design or  manufacturing
process.  None of the  recalls  has had a  material  adverse  effect  on  Marine
Products.

EMPLOYEES

As of December 31, 2000,  Marine Products has  approximately  800 employees,  of
which five are management and 27 are  administrative.  None of Marine  Products'
employees is party to a collective bargaining agreement. All of Marine Products'
workforce are currently  employed in the U.S., and Marine Products believes that
its relations with its employees are good.

PROPRIETARY MATTERS

Marine Products owns a number of trademarks and trade names that Marine Products
believes are  important to its  business.  Except for the  Chaparral  trademark,
however,  Marine  Products is not dependent  upon any single  trademark or trade
name or group of trademarks or trade names. The Chaparral trademark is currently
registered in the U.S.. The current duration for such  registration  ranges from
seven to 15 years in the U.S., but each registration may be renewed an unlimited
number of times.  Other  trademarks  and trade  names  used in Marine  Products'
business are registered and maintained in the U.S.


RISK FACTORS

Marine  Products'  Dependence  On Its Network Of  Independent  Boat  Dealers May
Affect Its Growth Plans And Revenues

Virtually  all of Marine  Products'  revenue  is  derived  from its  network  of
independent boat dealers. Marine Products has no long-term agreements with these
dealers.  Dealer  competition  continues  to  increase  based on the  quality of
available  products,  the price  and value of the  products,  and  attention  to
customer service. We face intense competition from other recreational  powerboat


                                       8
<PAGE>

manufacturers in attracting and retaining  independent boat dealers.  The number
of independent boat dealers  supporting the Chaparral trade name and the quality
of their  marketing  and  servicing  efforts are  essential to Marine  Products'
ability to generate revenue.  A deterioration in the number or quality of Marine
Products'  network of  independent  boat dealers  would have a material  adverse
effect on its powerboat sales. Marine Products' inability to attract new dealers
and retain  those  dealers,  or its  inability to increase  sales with  existing
dealers could substantially impair its ability to execute its growth plans.

Although Marine Products'  management  believes that the quality of its products
and services in the  recreational  powerboat market should permit it to maintain
its  relationship  with its  dealers  and its market  position,  there can be no
assurance  that Marine  Products  will be able to sustain  its  current  revenue
levels. In addition,  independent  dealers in the recreational  boating industry
have experienced  significant  consolidation in recent years, which could result
in the loss of one or more of  Marine  Products'  dealers  in the  future if the
surviving  entity in any such  consolidation  purchases  similar products from a
Marine Products competitor. See "Growth Strategies" above.

Marine Products Sales Are Affected By Weather Conditions

Marine  Products'  business is subject to weather  patterns  which may adversely
affect its sales. For example,  drought  conditions,  or merely reduced rainfall
levels,  or excessive  rain, may close area boating  locations or render boating
dangerous or inconvenient,  thereby curtailing customer demand for our products.
In addition,  unseasonably cool weather and prolonged winter conditions may lead
to a shorter selling season in some locations.

Marine Products Has Potential  Liability for Personal Injury and Property Damage
Claims

The  products  we sell or  service  may  expose  Marine  Products  to  potential
liabilities for personal injury or property damage claims relating to the use of
those products. Historically, the resolution of product liability claims has not
materially  affected Marine  Products'  business.  Marine Products will maintain
product liability insurance that it believes to be adequate.  However, there can
be no assurance that Marine Products will not experience  legal claims in excess
of its  insurance  coverage  or  that  claims  will  be  covered  by  insurance.
Furthermore,  any  significant  claims against  Marine  Products could result in
negative publicity, which could cause Marine Products' revenues to decline.

Because Marine  Products  Relies On Third Party Vendors,  Marine Products May Be
Unable To Obtain Adequate Raw Materials

Marine Products is dependent on third party vendors to provide raw materials and
components  essential to the construction of its various powerboats.  Especially
critical  are the  availability  and cost of marine  engines and  commodity  raw
materials  used in the  manufacture  of Marine  Products'  boats.  While  Marine
Products' management believes that vendor  relationships  currently in place are
sufficient  to  provide  the  materials  necessary  to meet  present  production
demands,  there can be no assurance  that these  relationships  will continue or
that the quantity or quality of materials  available  from these vendors will be
sufficient to meet Marine Products' future needs  irrespective of whether Marine
Products  successfully   implements  its  growth  and  acquisition   strategies.
Disruptions in current vendor  relationships or the inability of Marine Products
to continue to purchase  construction  materials in sufficient quantities and of
sufficient quality to meet ongoing  production  schedules could cause a decrease
in sales or a sharp increase in the cost of goods sold. Additionally, because of
this dependence,  the volatility in commodity raw materials or current or future
price increases in construction  materials or the inability of Marine  Products'
management to purchase  construction  materials  required to complete its growth
and acquisition  strategies  could cause a reduction in Marine  Products' profit
margins  or reduce  the  number of  powerboats  Marine  Products  may be able to
produce for sale.




                                       9
<PAGE>


Marine Products May Be Unable To Identify Or Complete Acquisitions

Marine Products intends to pursue acquisitions and form strategic alliances that
will enable Marine Products to acquire  complementary  skills and  capabilities,
offer new  products,  expand  its  customer  base and obtain  other  competitive
advantages.  There can be no assurance,  however,  that Marine  Products will be
able  successfully  to identify  suitable  acquisition  candidates  or strategic
partners,  obtain  financing on  satisfactory  terms,  complete  acquisitions or
strategic alliances,  integrate acquired operations into its existing operations
or expand into new markets. Once integrated, acquired operations may not achieve
anticipated  levels of revenue,  profitability or otherwise perform as expected.
Acquisitions  also  involve  special  risks,  including  risks  associated  with
unanticipated problems,  liabilities and contingencies,  diversion of management
resources  and  possible  adverse  effects on earnings  and  earnings  per share
resulting from increased  goodwill  amortization,  increased interest costs, the
issuance of additional securities and difficulties related to the integration of
the acquired business.  The failure to integrate  acquisitions  successfully may
divert  management's  attention from Marine Products'  existing business and may
damage Marine Products' relationships with its key customers and suppliers.

Marine  Products  Success Will Depend On Its Key Personnel,  And The Loss Of Any
Key Personnel May Affect Its Powerboat Sales

Marine  Products'  success will depend to a significant  extent on the continued
service of key management personnel. The loss or interruption of the services of
any senior  management  personnel  or the  inability to attract and retain other
qualified  management,  sales,  marketing and technical  employees could disrupt
Marine  Products'  operations  and cause a  decrease  in its  sales  and  profit
margins.

Marine Products' Ability To Attract And Retain Qualified Employees Is Crucial To
Its Results Of Operations And Future Growth

Marine  Products  relies on the  existence of an available  hourly  workforce to
manufacture  its products.  As with many  businesses,  we are challenged to find
qualified  employees.  There are no assurances that Marine Products will be able
to attract and retain  qualified  employees to meet current and/or future growth
needs.

If Marine Products Is Unable To Comply With  Environmental  And Other Regulatory
Requirements Its Business May Be Exposed to Liability and Fines

Marine Products'  operations are subject to extensive  regulation,  supervision,
and licensing under various federal, state, and local statutes,  ordinances, and
regulations.  While Marine  Products  believes  that it maintains  all requisite
licenses and permits and is in compliance  with all applicable  federal,  state,
and local  regulations,  there can be no assurance that Marine  Products will be
able to continue to maintain all requisite licenses and permits.  The failure to
satisfy these and other regulatory  requirements  could cause Marine Products to
incur fines or penalties or could increase the cost of operations.  The adoption
of additional laws,  rules and regulations  could also increase Marine Products'
costs.

As with boat construction in general,  our  manufacturing  processes involve the
use, handling,  storage,  and contracting for recycling or disposal of hazardous
or toxic  substances  or wastes.  Accordingly,  we are  subject  to  regulations
regarding  these  substances,  and the misuse or mishandling of such  substances
could expose Marine Products to liability or fines.

Additionally,  certain  states  have  required  or are  considering  requiring a
license  in  order  to  operate  a  recreational   boat.  While  such  licensing
requirements  are  not  expected  to  be  unduly  restrictive,  regulations  may
discourage potential first-time buyers, thereby reducing future sales.

Marine  Products  Management  Has  A  Substantial  Ownership  Interest;   Public
Stockholders May Have No Effective Voice In Marine Products Management

Marine  Products'  executive  officers,  directors  and  their  affiliates  hold
directly  or  through   indirect   beneficial   ownership,   in  the  aggregate,
approximately  62 percent of Marine  Products'  outstanding  common stock.  As a
result,  these  stockholders  will effectively  control the operations of Marine

                                       10
<PAGE>

Products,  including  the  election of  directors  and  approval of  significant
corporate  transactions  such as acquisitions.  This  concentration of ownership
could  also  have the  effect of  delaying  or  preventing  a third  party  from
acquiring  control  over  Marine  Products  at  a  premium.  In  addition,   the
availability of Marine Products common stock to the investing  public is limited
to  those  shares  not  held by the  executive  officers,  directors  and  their
affiliates,  which could negatively impact Marine Products' stock trading prices
and affect the ability of minority  stockholders  to sell their  shares.  Future
sales by executive officers,  directors and their affiliates of all or a portion
of their  shares  could  also  negatively  affect  the  trading  price of Marine
Products common stock.

Provisions  In Marine  Products'  Certificate  of  Incorporation  And Bylaws May
Inhibit A Takeover Of Marine Products

Marine  Products'  certificate  of  incorporation,  bylaws  and other  documents
contain  provisions  that may make  more  difficult  or  expensive,  or that may
otherwise discourage, a tender offer, change in control or takeover attempt that
is opposed by Marine Products' board of directors.

ITEM 2. PROPERTIES

Marine Products' principal executive office is located in Atlanta, Georgia. This
office is  currently  shared  with RPC and is  leased  from a third  party.  The
monthly rent paid to the third party is allocated proportionately between Marine
Products and RPC. Under this  arrangement,  Marine  Products pays  approximately
$2,000 per month in rent.  Marine  Products may cancel this  arrangement  at any
time.  Chaparral  owns  and  maintains  approximately  670,000  square  feet  of
manufacturing,  research  and  development,  warehouse,  and  sales  office  and
operations in Nashville,  Georgia.  Chaparral's  operations are conducted  among
twelve   facilities   located  on  its  Nashville  site.  There  are  five  main
manufacturing  plants  where  Chaparral's  boats are built.  The  largest of the
manufacturing  plants,  which was put into service in fiscal year 2000,  sits on
approximately  10 acres and comprises  253,000  square feet. It is used to build
Marine Products' larger  SS-Sportboat  series boats,  which are 22 to 28 feet in
length.  Chaparral's  total square  footage  under roof is allocated as follows:
manufacturing  - 486,000,  research  and  development  - 65,000,  warehousing  -
75,000, office and other - 44,000.

ITEM 3. LEGAL PROCEEDINGS

Marine  Products  is involved in  litigation  from time to time in the  ordinary
course of its  business.  Marine  Products does not believe that the outcomes of
such litigation will have a material adverse effect on the financial position or
results of operations of Marine Products.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



                                       11
<PAGE>




ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

Each of the  executive  officers of Marine  Products was elected by the Board of
Directors to serve until the Board of Directors' meeting  immediately  following
the next annual meeting of  stockholders  or until his or her earlier removal by
the Board of Directors or his or her resignation.  The following table lists the
executive  officers of Marine  Products  and their ages,  offices,  and terms of
office.

  Name and Office with Registrant     Age           Date First Elected
                                                         to Office
        R. Randall Rollins
       Chairman of the Board          69                  2/28/01

        Richard A. Hubbell
             President
      Chief Executive Officer         56                  2/28/01

        James A. Lane, Jr.
     Executive Vice President         58                  2/28/01

          Linda H. Graham
          Vice President
             Secretary                64                  2/28/01

          Ben M. Palmer
          Vice President
  Chief Financial Officer,
Treasurer and Assistant Secretary     40                  2/28/01



                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MPC  common  stock is listed on the  American  Stock  Exchange  under the ticker
symbol "MPX". At February 28, 2001 there were 17,012,277  shares of common stock
outstanding.

On August 31, 2000,  in connection  with the  incorporation  of Marine  Products
Corporation ("Marine Products"), Marine Products issued 100 shares of its common
stock to RPC,  Inc.  in  return  for  payment  of  $10.00.  The  exemption  from
registration  was pursuant to Section 4(2) of the  Securities  Act and the rules
and  regulations  promulgated  under the  Securities  Act on the basis  that the
transaction did not involve a public offering.

                                       12
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

The following  table  summarizes  certain  selected  combined  financial data of
Marine  Products.  The  historical  information  may not be indicative of Marine
Products' future results of operations.  This information set forth below should
be read in conjunction with  "Management's  Discussion And Analysis of Financial
Condition And Results of Operations," the Combined Financial  Statements and the
notes thereto,  included elsewhere in this document. Per share data has not been
presented  since the companies that comprise  Marine  Products were wholly owned
subsidiaries of RPC and have been recapitalized as part of the spin-off.

<TABLE>
<CAPTION>
<S>                                            <C>               <C>             <C>           <C>           <C>
                                                                         YEARS ENDED DECEMBER 31,
                                                   -------------------------------------------------------------------------
                                                                         (AUDITED)                             (UNAUDITED)
                                                   -------------------------------------------------------    --------------
                                                     2000           1999            1998          1997            1996
                                                   ----------    -----------     -----------    ----------    --------------

STATEMENT OF INCOME DATA:
Net Sales                                      $    148,276       $ 122,878       $ 103,497       $95,029      $    86,225
Cost of Goods Sold                                  115,876          93,247          77,776        72,899           67,426
                                                   ----------    -----------     -----------    ----------    --------------
Gross Profit                                        32,400           29,631          25,721        22,130           18,799
Selling , General and Administrative Expenses       16,945           15,147          13,578        11,716           10,765
                                                   ----------    -----------     -----------    ----------    --------------
Operating Income                                    15,455           14,484          12,143        10,414            8,034
Interest Income                                        280              233             240           214              133
Gain on Settlement of Claim                          6,817               --              --            --               --
                                                   ----------    -----------     -----------    ----------    --------------
Income Before Income Taxes                          22,552           14,717          12,383        10,628            8,167
Income Tax Provision                                 8,591            5,599           4,709         4,067            3,103
                                                   ----------    -----------     -----------    ----------    --------------
NET INCOME                                     $    13,961          $ 9,118         $ 7,674       $ 6,561      $     5,064
                                                   ==========    ===========     ===========    ==========    ==============

OTHER FINANCIAL DATA:
Net Cash Provided by Operating Activities      $    15,464        $   9,235         $ 8,382       $ 7,180             (a)
Net Cash Used for Investing Activities               4,198            1,665           2,192           667             (a)
Net Cash Used for Financing Activities              13,600            7,619           5,414         7,555             (a)

BALANCE SHEET DATA:
Total Assets                                   $   103,449        $  88,168         $77,585       $68,452      $    61,719
Total Stockholder's Equity                          92,593           78,632          69,514        61,840           55,279
---------------------
</TABLE>

(a) Not readily available.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following  discussion is based upon and should be read in  conjunction  with
"Selected  Financial  Data,"  "Combined  Financial  Statements",  and the  notes
thereto. See also "Forward-Looking Statements" above.

Marine Products,  through its wholly-owned  subsidiary  Chaparral,  is a leading
manufacturer  of  recreational   fiberglass   powerboats  in  the   stern-drive,
sportboat, deckboat and cruiser markets. Marine Products' mission is to maximize
the boating experience by providing its customers with high quality,  innovative
powerboats and related products and services.

RESULTS OF OPERATIONS

Year Ended December 31, 2000 Compared To Year Ended December 31, 1999

Net Sales.  Marine Products generated net sales of $148,276,000 in 2000 compared
to  $122,878,000 in 1999, a $25,398,000 or 21 percent  increase.  Despite recent
industry sales weakness,  Chaparral has continued to generate sales increases by
gaining  market share.  The net sales increase in 2000 compared to 1999 resulted


                                       13
<PAGE>

primarily from a 19 percent  increase in the volume of boats sold coupled with a
2 percent  increase  in the average  sales  price.  Recent  weakness in consumer
confidence caused by higher consumer borrowing costs and stock market volatility
is putting pressure on industry and Marine Products' sales.

Cost of Goods  Sold.  Cost of goods sold was  $115,876,000  in 2000  compared to
$93,247,000  in 1999.  The  increase in cost of goods sold,  as a percent of net
sales,  from 76 percent in 1999 to 78 percent in 2000 is due  primarily to lower
manufacturing  efficiency caused by manufacturing space constraints.  During the
third  quarter  of 2000,  additional  manufacturing  space was opened to provide
needed capacity to efficiently build a larger number of boats.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses were  $16,945,000  in 2000 compared to  $15,147,000  in
1999,  an  increase  of  $1,798,000   or  12  percent.   Selling,   general  and
administrative  expenses were 11 percent and 12 percent of net sales in 2000 and
1999 respectively.  Compensation  costs increased  $2,541,000 or 35 percent from
$7,288,000  in 1999 to $9,829,000 in 2000.  The increase in  compensation  costs
resulted from an increase in commissions expense consistent with the increase in
net sales and an increase in officers'  bonuses due to the increase in operating
income.  The remaining  increase relates to higher warranty  expense  consistent
with higher net sales.

Operating  Income.  Operating  income was  $15,455,000  in 2000,  an increase of
$971,000 or 7 percent compared to $14,484,000 in 1999. The increase in operating
profit  results  from the  improvement  in net  sales and  gross  margin  offset
slightly by the increase in selling, general and administrative expenses.

Gain on  Settlement  of Claim.  In the first  quarter of 2000,  Marine  Products
recorded a pre-tax gain of $6,817,000  relating to  settlement  of a claim.  The
gain is a result of Marine  Products'  receipt of its share of a  non-refundable
$35 million  settlement  payment made by Brunswick  Corporation,  a major engine
supplier, to the members of the ABA.

Interest  Income.  Interest  income was $280,000 in 2000 compared to $233,000 in
1999. Marine Products generates interest income from investment of its available
cash  primarily  in  overnight  securities.  The  amount of cash  available  for
investment has varied  depending upon the cash  requirements  of Marine Products
and RPC.

Net Income.  Net income was  $13,961,000 in 2000 compared to $9,118,000 in 1999.
The  improvement  in net income was due to the increase in operating  profit and
the impact of the  after-tax  gain on settlement  of claim  totaling  $4,227,000
recognized in the first  quarter of 2000.  The income tax rate of 38 percent was
the same in both periods.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Net Sales.  Marine Products generated net sales of $122,878,000 in 1999 compared
to $103,497,000 in 1998, a $19,381,000 or 19 percent increase.  The total number
of boats sold by Marine  Products in 1999  increased 8 percent  compared to 1998
while the average sales price also increased 8 percent.  The average sales price
increase  resulted from selling a larger  number of higher  priced  Cruisers and
Sunestas in 1999 compared to 1998.  Lastly,  there were price  increases in July
1999 and December 1999 that averaged  approximately  2 percent each, as a result
of higher  materials  costs,  product  upgrades and other  product  changes.  In
addition,  net sales in 1999 increased compared to 1998 as a result of increased
sales  of  parts  and  accessories  and the  favorable  response  to the  dealer
incentive  programs  designed to encourage  sales during the off season periods.
The  increase  in net sales  during  1999 was  similar to the  overall  industry
growth.

Cost of Goods  Sold.  Cost of goods sold was  $93,247,000  in 1999  compared  to
$77,776,000  in 1998.  Cost of goods sold in 1999  increased  $15,471,000  or 20
percent compared to 1998, which is comparable to the increase in net sales. As a
percent of net sales,  cost of goods sold was 76 percent in 1999  compared to 75
percent in 1998. The one percent  increase in cost of goods sold as a percentage
of net sales in 1999 compared to 1998 can be attributed to the  introduction  of
several new boat models with  enhanced  features,  which were more  expensive to
manufacture.



                                       14
<PAGE>

Selling,   General  and   Administrative   Expenses.   Selling,   general,   and
administrative  expenses were  $15,147,000  in 1999 compared to  $13,578,000  in
1998, a $1,569,000 or 12 percent increase. Compensation costs increased $963,000
or 15 percent from $6,325,000 in 1998 to $7,288,000 in 1999.  Compensation costs
include payroll,  sales  commissions,  and officers'  bonuses.  The increases in
compensation  costs resulted from an increase in commissions  expense consistent
with the increase in net sales and an increase in  officers'  bonuses due to the
increase in operating  income.  In addition,  research and development  expenses
increased  $481,000  or 47 percent  from  $1,018,000  to  $1,500,000  due to the
introduction of several new boat models with enhanced features.  As a percent of
net sales, selling,  general and administrative  expenses was 12 percent in 1999
compared to 13 percent in 1998.

Operating  Income.  Operating  income was  $14,484,000  in 1999,  an increase of
$2,341,000 or 19 percent  compared to  $12,143,000 in 1998. The increase in 1999
operating  income  resulted  from  increased  net sales,  partially  offset by a
decrease in the gross  margin  percentage.  However,  operating  income was also
favorably  impacted by the reduction in Marine Products' selling,  general,  and
administrative expenses, as a percentage of net sales.

Interest  Income.  Interest  income was $233,000 in 1999 compared to $240,000 in
1998.  Marine  Products has  generated  interest  income from  investment of its
available cash primarily in overnight  securities.  The amount of cash available
for  investment  has  varied  depending  upon the cash  requirements  of  Marine
Products and RPC.

Net Income.  Net income was $9,118,000 for 1999 compared to $7,674,000 for 1998.
The increase in net income can be primarily  attributed  to the  improvement  in
1999  operating  income  compared to 1998. The income tax rate of 38 percent was
the same in 1999 and 1998.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities  was  $15,464,000 in 2000 compared to
$9,235,000 in 1999.  The increase is primarily due to the increase in net income
for 2000 which included the $4,227,000 after tax gain on settlement of claim.

Net cash used for  investing  activities  increased  from  $1,665,000 in 1999 to
$4,198,000  in 2000.  This  increase is due  primarily to an increase in capital
expenditures   relating  to  the  purchase  and   renovation  of  an  additional
manufacturing  facility which opened on September 1, 2000. The remaining capital
expenditures  relate to purchases of various other  manufacturing  equipment and
transport vehicles.  During fiscal year 2001, Marine Products plans to construct
a 130,000  square foot  manufacturing  addition to  accommodate  the building of
Signature Cruisers up to 40 feet in length. This expansion, which is expected to
be completed  during the third quarter of fiscal 2001,  will cost  approximately
$4,000,000.  Funding for future capital requirements over the next twelve months
is expected to be provided by available cash and marketable  securities and cash
flow from operations.

Net cash used for  financing  activities  was  $13,600,000  in 2000  compared to
$7,619,000 in 1999. The increase is due to the increase in the  receivable  from
RPC. See Footnote 5 to the Combined Financial Statements.

SEASONALITY

Marine  Products'  quarterly  operating  results are affected by weather and the
general economic conditions in the U.S. Although quarterly operating results for
the second quarter have  historically  recorded the highest sales volume for the
year,  our  quarterly   operating  results  are  generally   distributed  evenly
throughout the year.  However,  the results for any quarter are not  necessarily
indicative of results to be expected in any future period.




                                       15
<PAGE>



INFLATION

Inflation  has not had a  material  effect on Marine  Product's  operations.  If
inflation  increases,  Marine  Products  will  attempt to increase its prices to
offset its  increased  expenses.  No assurance can be given,  however,  that the
Company will be able to adequately increase its prices in response to inflation.
Inflation can also impact Marine  Products'  sales and  profitability.  New boat
buyers typically  finance their purchases.  Because higher inflation  results in
higher interest rates, the cost of boat ownership increases.  Prospective buyers
may choose to delay their purchases or buy a less expensive boat.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marine Products does not utilize financial  instruments for trading purposes and
holds no derivative financial  instruments which could expose Marine Products to
significant  market risk.  Marine Products' primary market risk is interest rate
risk. Marine Products  currently  minimizes such risk by investing its available
cash in overnight  securities.  As a result,  Marine Products believes it has no
material interest rate risk to manage.


                                       16
<PAGE>



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                             COMBINED BALANCE SHEETS
                           MARINE PRODUCTS CORPORATION

                                                          (in thousands)
                                                      ----------------------
DECEMBER 31,                                          2000              1999
------------                                          ----              ----

ASSETS
Cash and cash equivalents                       $     1,097        $    3,431
Accounts receivable, less allowance for
  doubtful accounts of $67 and $69
  in 2000 and 1999, respectively                      1,746             1,417
Inventories                                          15,064            13,703
Deferred income taxes                                 2,425             2,642
Prepaid expenses and other current assets               668               551
                                                -----------       -----------
Current assets                                       21,000            21,744
Property, plant and equipment, net                    9,796             6,714
Goodwill, net of accumulated amortization
    of $9,695 in 2000 and $9,011 in 1999              3,992             4,676
Receivable from RPC, Inc.                            68,276            54,676
Other assets                                            385               358
                                                -----------       -----------
Total assets                                    $   103,449        $   88,168
                                                ===========       ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable                                $     2,910        $    2,372
Other accrued expenses                                7,602             6,858
                                                -----------       -----------
Current liabilities                                  10,512             9,230
Deferred income taxes                                   344               306
                                                -----------       -----------
Total liabilities                                    10,856             9,536
                                                -----------       -----------
Commitments and contingencies
RPC, Inc. equity investment                          92,593            78,632
                                                -----------       -----------
Total stockholder's equity                           92,593            78,632
                                                -----------       -----------
Total liabilities and stockholder's equity      $   103,449        $   88,168
                                                ===========       ===========


The accompanying notes are an integral part of these statements.


                                       17
<PAGE>

                          COMBINED STATEMENTS OF INCOME
                           MARINE PRODUCTS CORPORATION
<TABLE>
<CAPTION>
<S>                                               <C>            <C>             <C>
                                                                   (in thousands)
                                                  -------------------------------------------
YEARS ENDED DECEMBER 31,                                   2000            1999          1998

Net sales                                         $     148,276   $     122,878  $    103,497
Cost of goods sold                                      115,876          93,247        77,776
Selling, general and administrative expenses             16,945          15,147        13,578
                                                   ------------    ------------   -----------
Operating income                                         15,455          14,484        12,143
Gain on settlement of claim                               6,817               -             -
Interest income                                             280             233           240
                                                   ------------    ------------   -----------
Income before income taxes                               22,552          14,717        12,383
Income tax provision                                      8,591           5,599         4,709
                                                   ------------    ------------   -----------
Net income                                        $      13,961   $       9,118  $      7,674
                                                   ============    ============   ===========

PROFORMA EARNINGS PER SHARE (UNAUDITED)
    Basic                                         $        0.82   $        0.54  $       0.45
                                                   ============    ============   ===========
    Diluted                                       $        0.82   $        0.54  $       0.45
                                                   ============    ============   ===========
</TABLE>


                   COMBINED STATEMENTS OF STOCKHOLDER'S EQUITY
                           MARINE PRODUCTS CORPORATION
                                                        (in thousands)
                                                       RPC, Inc. Equity
                                                          Investment
                                                          ----------

Balance at December 31, 1997                            $      61,840
Net Income                                                      7,674
                                                         ------------
Balance at December  31,1998                                   69,514
Net Income                                                      9,118
                                                         ------------
Balance at December 31, 1999                                   78,632
Net Income                                                     13,961
                                                         ------------
Balance at December 31, 2000                            $      92,593
                                                         ------------

The accompanying notes are an integral part of these statements.



                                       18
<PAGE>


<TABLE>
<CAPTION>
<S>                                                      <C>            <C>            <C>
                        COMBINED STATEMENTS OF CASH FLOWS
                           MARINE PRODUCTS CORPORATION
                                                                         (in thousands)
                                                              ----------------------------------
YEARS ENDED DECEMBER 31,                                      2000           1999           1998
------------------------                                      ----           ----           ----

OPERATING ACTIVITIES
Net income                                                 $  13,961     $   9,118      $   7,674
Noncash charges (credits) to earnings:
     Depreciation and amortization                             1,800         1,545          1,399
     Gain on sale of equipment and property                       -           (141)            -
     Deferred income tax provision (benefit)                     255          (166)          (436)

(Increase) decrease in assets:
     Accounts receivable                                        (329)          769           (583)
     Inventories                                              (1,361)       (3,015)          (936)
     Prepaid expenses and other current assets                  (117)         (278)           109
     Other noncurrent assets                                    (27)           (29)           (31)

Increase (decrease) in liabilities:
     Accounts payable                                           538            652            548
     Other accrued expenses                                     744            780            638
                                                            ---------     ---------      ---------
Net cash provided by operating activities                     15,464         9,235          8,382
                                                            ---------     ---------      ---------

INVESTING ACTIVITIES
Capital expenditures                                           (4,198)      (1,810)        (2,192)
Proceeds from sale of equipment and property                     -             145             -
                                                            ---------     ---------      ---------
Net cash used for investing activities                         (4,198)      (1,665)        (2,192)
                                                            ---------     ---------      ---------
FINANCING ACTIVITIES
Increase in receivable from RPC, Inc.                         (13,600)      (7,619)        (5,414)
                                                            ---------     ---------      ---------
Net cash used for financing activities                        (13,600)      (7,619)        (5,414)
                                                            ---------     ---------      ---------
Net (decrease) increase in cash and cash equivalents           (2,334)         (49)           776
Cash and cash equivalents at beginning of year                  3,431        3,480          2,704
                                                            ---------     ---------      ---------
Cash and cash equivalents at end of year                   $    1,097    $   3,431      $   3,480
                                                            ==========    =========      =========
</TABLE>

The accompanying notes are an integral part of these statements





                                       19
<PAGE>


                     NOTES TO COMBINED FINANCIAL STATEMENTS
                           MARINE PRODUCTS CORPORATION
                  YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998


NOTE 1: RPC INC.'S SPIN-OFF OF ITS POWERBOAT MANUFACTURING BUSINESS

In January 2000, the Board of Directors of RPC, Inc.  ("RPC")  announced that it
planned to spin off to RPC stockholders the business conducted through Chaparral
Boats,  Inc.   ("Chaparral"),   RPC's  Powerboat   Manufacturing   Segment  (the
"spin-off").  RPC's Board of  Directors  subsequently  approved  the spin-off on
February 12, 2001. RPC  accomplished  the spin-off by  contributing  100% of the
issued and  outstanding  stock of Chaparral to Marine  Products  Corporation  (a
Delaware   corporation)   ("Marine  Products"),   a  newly  formed  wholly-owned
subsidiary of RPC, and then  distributing the common stock of Marine Products to
RPC stockholders.  RPC stockholders received 0.6 share of Marine Products Common
Stock for each share of RPC Common Stock owned as of the record  date.  Based on
an  Internal   Revenue  Service  Private  Letter  ruling,   subject  to  certain
assumptions, the spin-off will be tax-free to RPC and RPC's stockholders, except
for cash received for any fractional shares.  Immediately after the spin-off was
completed,  RPC owned no shares of Marine  Products  Common  Stock,  and  Marine
Products became an independent  public company.  A total of 17,012,277 shares of
Marine Products Common Stock were distributed in connection with the spin-off.

In  conjunction  with the  spin-off,  RPC and Marine  Products have entered into
various agreements that address the allocation of assets and liabilities between
the two  companies  and  that  define  the  companies'  relationship  after  the
separation. These include the Distribution Agreement and Plan of Reorganization,
the Transition Support Services Agreement,  the Employee Benefits Agreement, and
the Tax Sharing and Indemnification Agreement.

The Distribution Agreement and Plan of Reorganization  provides for, among other
things,  the principal  corporate  transactions  required to effect the spin-off
including the  distribution  ratio of Marine Products shares to RPC shares,  the
contribution of cash by RPC to Marine Products at the date of the spin-off,  and
the cancellation of any remaining intercompany balances.

The Transition  Support Services  Agreement  provides for RPC to provide certain
services,   including   financial   reporting  and  income  tax  administration,
acquisition  assistance,   etc.  to  Marine  Products  until  the  agreement  is
terminated by either party.

The  Employee  Benefits  Agreement  provides  for,  among other  things,  Marine
Products  to  continue  participating  subsequent  to the  spin-off  in two  RPC
sponsored benefit plans, specifically,  the defined contribution 401(k) plan and
the defined  benefit  retirement  income plan.  It also sets forth the method of
handling  the stock  options  and other  stock  incentive  awards  issued to RPC
employees that will be employed by Marine Products subsequent to the spin-off.

The Tax Sharing and Indemnification  Agreement provides for, among other things,
the treatment of income tax matters for periods through the date of the spin-off
and  responsibility  for any  adjustments  as a result  of  audit by any  taxing
authority.  The  general  terms  provide  for  the  indemnification  for any tax
detriment incurred by one party caused by the other party's action.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Combination and Presentation

The combined  financial  statements  include the accounts of Marine Products and
substantially  all  of  the  assets,  liabilities,  revenues,  and  expenses  of
Chaparral  (collectively  "Marine Products" or the "Company").  Marine Products,
through  Chaparral,   operates  in  a  single  industry  segment  as  a  leading
manufacturer of recreational  powerboats and related  products and services to a
broad range of consumers worldwide.



                                       20
<PAGE>

The combined  financial  statements  have been prepared on the  historical  cost
basis, and present the Company's financial  position,  results of operations and
cash flows  directly  related to RPC,  Inc.'s  Powerboat  Manufacturing  Segment
operations.

The  combined  financial  statements  included  herein  may not  necessarily  be
indicative of the results of  operations,  financial  position and cash flows of
Marine  Products in the future or had it  operated  as a  separate,  independent
company during the periods presented. The combined financial statements included
herein do not reflect any changes that may occur in the financing and operations
of Marine Products as a result of the spin-off.

During 2000, 1999 and 1998, Marine Products was allocated $2,372,000, $1,966,000
and $1,777,000  respectively,  of RPC, Inc.  corporate costs. The allocation was
based on Marine Products'  revenue as a percent of RPC, Inc.'s total revenue and
the  allocated  costs are  included  in  Selling,  General,  and  Administrative
expenses in the accompanying combined statements of income.  Management believes
that such  allocation  methodology is reasonable.  The costs allocated to Marine
Products for these  services are not  necessarily  indicative  of the costs that
would have been  incurred if Marine  Products  had been a separate,  independent
entity and had otherwise  independently managed these functions.  Going forward,
Marine  Products  will  reimburse  RPC,  Inc. for its  allocable  share of costs
incurred for  services  rendered on behalf of Marine  Products.  The Company and
RPC, Inc. have entered into a Transition  Support  Services  Agreement that sets
forth the basis for these cost allocations.

Nature of Operations

Marine Products is principally engaged in manufacturing powerboats and providing
related   products  and  services.   Marine  Products   distributes   fiberglass
stern-drive boats through a network of domestic and foreign independent dealers.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
131,  "Disclosures About Segments of an Enterprise and Related  Information." As
the  Company  has only one  reportable  segment - its power  boat  manufacturing
business - the majority of the disclosures required by SFAS No. 131 do not apply
to the Company. In regard to the general  disclosures  required by SFAS No. 131,
the  Company's  results  of  operations  and  its  financial  condition  are not
significantly  reliant  upon  any  single  customer  or  the  Company's  foreign
operations.

Revenue Recognition

The Company's  revenue  recognition  policy is in accordance with the Securities
and Exchange  Commission's  recently released Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" which clarifies the basic criteria
for recognizing  revenue.  Marine Products  recognizes revenue when an agreement
exists,  prices are  determinable,  services  and  products  are  delivered  and
collectibility is reasonably assured.

Cash Equivalents

Highly  liquid  investments  with  original  maturities  of 3 months or less are
considered to be cash equivalents.




                                       21
<PAGE>

Inventories

Inventories  are  stated at the  lower of cost  (first-in,  first-out  basis) or
market value.

Long-Lived Assets

Long-lived  assets  and  goodwill  are  reviewed  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  The Company periodically reviews the values assigned to long-lived
assets, such as property,  plant and equipment and goodwill, to determine if any
impairments  are other than temporary.  Management  believes that the long-lived
assets and goodwill in the accompanying balance sheets are appropriately valued.

Property, Plant and Equipment

Property,  plant,  and  equipment is carried at cost.  Depreciation  is provided
principally  on a  straight-line  basis over the  estimated  useful lives of the
assets.  The cost of assets  retired or  otherwise  disposed  of and the related
accumulated  depreciation  are  eliminated  from  the  accounts  in the  year of
disposal  with  the  resulting  gain or loss  credited  or  charged  to  income.
Expenditures  for additions,  major renewals,  and betterments are  capitalized.
Depreciation  expense on operating  equipment  used in production is included in
the "cost of goods sold" caption in the accompanying  statements of income.  All
other depreciation is included in selling,  general and administrative  expenses
in the accompanying combined statements of income.

Goodwill

Goodwill  represents the excess of the purchase price over the fair value of net
assets  of  businesses  acquired.  Goodwill  is  presented  net  of  accumulated
amortization  and is being  amortized  using the  straight-line  method  over 20
years. Amortization expense was $684,000 in 2000, $685,000 in 1999, and $684,000
in 1998.

Stock-Based Compensation

SFAS  No.  123,  "Accounting  for  Stock-Based   Compensation"  defines  a  fair
value-based  method of accounting  for an employee  stock option plan or similar
equity  instrument.  However,  it also  allows an entity to  continue to measure
compensation  cost for those plans using the method of accounting  prescribed in
Accounting Principles Board ("APB") Opinion No. 25. Entities electing to use APB
No. 25 must make pro forma  disclosures of net income and earnings per share, as
if the fair value-based  method of accounting  defined in the statement had been
applied.

Accrued Dealer Discounts

Sales  incentives  including dealer discounts are provided for in the period the
related sales are recorded.

Allowance for Boat Repurchases

The Company is obligated under certain  circumstances  to repurchase  boats from
finance  companies  where dealers have  financed  boats under floor plan finance
arrangements.  The Company  maintains an allowance for estimated losses on boats
repurchased.

Warranty Accruals

The  Company  warrants  the entire deck and hull,  including  its  bulkhead  and
supporting  stringer system,  against defects in materials and workmanship for a
period of five years.  The Company accrues for these  estimated  future warranty
costs at the time of the sale.



                                       22
<PAGE>

Insurance Accruals

The  Company  fully  insures  its risks  related to general  liability,  product
liability,  workers'  compensation,  and vehicle  liability,  whereas the health
insurance  plan is self  funded up to a maximum  annual  claim  amount  for each
covered employee and related dependents.  The estimated cost of claims under the
self-insurance   program  is  accrued  as  the  claims  are   incurred  and  may
subsequently be revised based on developments relating to such claims.

Research and Development Costs

The  Company  expenses  research  and  development  costs for new  products  and
components as incurred.  Research and development costs are included in selling,
general and administrative  expenses and totaled $1,428,000 in 2000,  $1,500,000
in 1999, and $1,018,000 in 1998.

Income Taxes

Deferred  tax  liabilities  and assets are  determined  based on the  difference
between the financial and tax bases of assets and liabilities  using enacted tax
rates in effect for the year in which the  differences  are expected to reverse.
Income tax expense was calculated as if Marine  Products  filed separate  income
tax returns.

Earnings Per Share

Proforma Earnings Per Share for all periods presented have been calculated using
17,012,277  shares  outstanding,  which was the number of shares  distributed in
connection  with the  spin-off.  While the actual  number of  outstanding  stock
options  and  other  stock  awards  cannot be  calculated  at this  time,  it is
anticipated that they will not have a material dilutive effect.

New Accounting Standards

SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
establishes  accounting  and  reporting  standards  for  derivative  instruments
including certain derivative  instruments  embedded in other contracts,  and for
hedging activities.  It requires entities to recognize all instruments as either
assets or liabilities in the balance sheet and measure those instruments at fair
value. As amended, SFAS No. 133 will be effective for all fiscal quarters of all
fiscal years  beginning  after June 15, 2000.  The adoption of this statement on
January  1, 2001 did not have a material  impact on the  financial  position  or
results of operations of the Company.

NOTE 3: INVENTORIES

Inventories consist of the following:

December 31,                          2000                  1999
------------                          ----                  ----
                                            (in thousands)

Raw materials                          $7,320             $7,584
Work in process                         1,474              1,977
Finished goods                          6,270              4,142
                                      -------            -------
Total inventories                     $15,064            $13,703
                                      =======            =======




                                       23
<PAGE>

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

Property,  plant  and  equipment  are  presented  at  cost  net  of  accumulated
depreciation and consist of the following:

                                         Estimated
December 31,                            Useful Lives       2000          1999
------------                            ------------       ----          ----
                                                             (in thousands)
                                                           -------------------
Operating equipment and property          5-10          $  5,506       $ 3,842
Buildings                                   20             7,679         5,109
Furniture and fixtures                     5-7               744           363
Vehicles                                     5             2,790         2,655
Land                                       N/A               329           278
Construction in progress                   N/A                 -           603
                                                        --------       -------
Gross property, plant and equipment                       17,048        12,850
Less:  accumulated depreciation                            7,252         6,136
                                                        --------       -------
Net property, plant and equipment                       $  9,796       $ 6,714
                                                        ========       =======

Depreciation  expense was $1,116,000 in 2000,  $860,000 in 1999, and $715,000 in
1998.

NOTE 5: RECEIVABLE FROM RPC, INC.

     At December  31,  2000 and 1999,  the  combined  balance  sheets  reflect a
Receivable  from RPC, Inc. This represents the amount of cash  transferred  from
the Company to RPC, Inc.  since RPC Inc.'s  acquisition of Chaparral in 1986. At
the  spin-off,  RPC,  Inc.  established  a cash  balance at Marine  Products  of
approximately  $15 million by  contributing  approximately  $13.8  million.  The
remaining  Receivable from RPC, Inc.  totaling  approximately  $53.6 million was
cancelled.

NOTE 6: OTHER ACCRUED EXPENSES

Other accrued expenses at December 31, 2000 and 1999 consisted of the following:

December 31                                    2000              1999
-----------                                    ----              ----
                                                  (in thousands)
                                             ----------------------------
Accrued payroll and related expenses         $   1,039          $    967
Accrued dealer discounts                         2,532             2,285
Accrued insurance expenses                         928               597
Accrued warranty expenses                        2,363             2,214
Allowance for repurchases                          500               500
Other                                              240               295
                                              ---------          --------
Other accrued expenses                       $   7,602          $  6,858
                                              =========          ========


NOTE 7: INCOME TAXES

The following table lists the components of the provision for income taxes:


Year ended December 31,                2000           1999           1998
-----------------------                ----           ----           ----
                                                 (in thousands)
                                                 --------------
Current:
     Federal                       $ 7,639          $    5,304        $ 4,753
     State                             697                 461            392
 Deferred                              255                (166)          (436)
                                  ----------       ------------      ----------
Total income tax provision         $ 8,591          $    5,599        $ 4,709
                                  ==========       ============      ==========




                                       24
<PAGE>

A  reconciliation  between  the  federal  statutory  rate and  Marine  Products'
effective tax rate is as follows:

Year ended December 31,                   2000          1999           1998
-----------------------                  ------        ------         ------
Federal statutory rate                   35.0%          35.0%          35.0%
State income taxes                        3.0            2.0            2.1
Goodwill amortization                     1.2            3.0            3.6
Benefit of foreign sales corporation     (0.5)          (1.2)          (1.5)
Other                                    (0.6)          (0.8)          (1.2)
                                        -------        -------        -------
Effective tax rate                       38.1%          38.0%          38.0%
                                        =======        =======        =======


The components of the net deferred tax assets (liabilities) are as follows:

December 31,                                     2000               1999
------------                                     ----               ----
                                                      (in thousands)
                                                      --------------
Current deferred tax assets:
     State, local & other taxes                 $    54           $   269
     Accrued warranty expenses                    1,006             1,139
     Accrued dealer discounts                       135               235
     Allowance for repurchases                      190               190
     All others                                   1,040               809
                                               ---------         ---------
Total current deferred tax assets               $ 2,425           $ 2,642
                                               =========         =========
Noncurrent deferred tax assets (liabilities):
     Self-insurance reserves                    $   107           $   172
     Depreciation                                  (451)             (478)
                                               ---------         ---------
Total noncurrent deferred tax liabilities       $  (344)          $  (306)
                                               =========         =========


RPC,  Inc. has paid  substantially  all income taxes  historically  on behalf of
Marine Products.

The Company and RPC, Inc. have entered into a  tax-sharing  and  indemnification
agreement whereby any subsequent income tax adjustments resulting in a change in
income tax assets or liabilities of either RPC, Inc. or Marine Products prior to
spin-off will be settled through an exchange of cash.


NOTE 8: COMMITMENTS AND CONTINGENCIES

Lawsuits

The Company is a defendant in some lawsuits,  which allege that  plaintiffs have
been damaged as a result of the use of the  Company's  products.  The Company is
vigorously  contesting  these  actions.  Management  is of the opinion  that the
outcome  of these  lawsuits  will  not have a  material  adverse  effect  on the
financial position or results of operations or liquidity of Marine Products.

Dealer Floor Plan Financing

To assist  dealers in obtaining  financing  for the  purchase of its boats,  the
Company  has  entered  into   agreements  with  various  dealers  and  financing
institutions  to  guarantee  varying  amounts  of  the  dealers'  purchase  debt
obligations.  The Company's  obligation under its guarantee becomes effective in
the case of default in payments by the dealer.  The  agreements  provide for the
return of all repossessed boats to the Company in new condition, in exchange for
the  Company's  assumption of the unpaid debt  obligation on those boats.  As of
December 31, 2000, guarantees outstanding totaled $3,481,000.



                                       25
<PAGE>




Employment Agreements

The Company has an agreement  with two  employees,  which provides for a monthly
payment  to each of the  employees  equal to 10% of profits  (defined  as pretax
income before goodwill  amortization and certain allocated corporate  expenses).
During the years ended December 31, 2000, 1999, and 1998 the expense  associated
with this profit-sharing plan totaled  $6,402,000,  $4,342,000,  and $3,711,000,
respectively, and is included in selling, general and administrative expenses in
the accompanying combined statements of income.

NOTE 9: EMPLOYEE BENEFIT PLANS

Retirement Plan

Marine   Products    participates   in   a   tax-qualified    defined   benefit,
noncontributory,  trusteed  retirement  income plan  sponsored by RPC, Inc. that
covers  substantially all employees with at least one year of service.  Benefits
are based on an employee's  years of service and  compensation  near retirement.
The  Company  has the right to  terminate  or modify  the plan at any time.  The
Company's  funding  policy is to  contribute to the  retirement  income plan the
amount required,  if any, under the Employee  Retirement  Income Security Act of
1974. No contributions were required by the Company in 2000, 1999 and 1998.

401(k) Plan

Marine Products  participates in a defined contribution 401(k) plan sponsored by
RPC, Inc. that is available to substantially  all full-time  employees with more
than six months of service.  This plan  allows  employees  to make  tax-deferred
contributions  of up to 15 percent of their annual  compensation,  not exceeding
the  permissible  deduction  imposed by the Internal  Revenue Code.  The Company
matches  40  percent  of each  employee's  contributions  up to 3 percent of the
employee's compensation.  Employees vest in the Company contributions after five
years of service.  The charges to expense for Marine Products'  contributions to
the 401(k) plan were $76,000 in 2000, $74,000 in 1999, and $74,000 in 1998.

Employee Stock Incentive Plan

Historically,  certain RPC employees,  including  employees of Marine  Products,
have  participated in the RPC, Inc.  Employee Stock Incentive Plan (the "Plan").
In  conjunction  with the  spin-off,  Marine  Products  has  adopted  a ten year
Employee Stock Incentive Plan under which 2,000,000  shares of common stock have
been reserved for issuance to Marine Products employees.  This plan provides for
the issuance of various  forms of stock  incentives,  including,  among  others,
incentive   stock  options  and  restricted   stock.   Following  the  spin-off,
outstanding stock option grants under the Plan held by Marine Products employees
will be replaced with Marine  Products stock option grants.  The Marine Products
grants will have the same relative ratio of the exercise price per option to the
market value per share, the same aggregate  difference  between market value and
exercise  price  and the same  vesting  provisions,  option  periods  and  other
applicable  terms and conditions as the RPC stock option grants being  replaced.
At  December  31,  2000  there were  246,664  RPC stock  options  held by Marine
Products  employees  subject to  replacement  with Marine  Products stock option
grants.  Marine  Products  cannot  determine  the number of shares of its common
stock that will be subject to substitute grant.

Marine Products  adopted the disclosure  provisions of SFAS No.123,  "Accounting
for Stock-Based Compensation," but continues to measure stock-based compensation
cost in accordance with APB Opinion No. 25 and its related  interpretations.  If
Marine Products had measured  compensation  cost for the RPC, Inc. stock options
granted to its  employees  under the fair value based method  prescribed by SFAS
123,  Marine  Products'  reported net income and pro forma net income would have
been as follows:

                                   2000             1999            1998
                                   ----             ----            ----
Net income as reported        $   13,961       $      9,118     $    7,674
Pro forma                         13,863              9,022          7,599




                                       26
<PAGE>

The fair value of RPC, Inc. stock options granted to Marine  Products  employees
used to compute pro forma net income  disclosures  was  estimated on the date of
grant using the Black-Scholes option pricing model as prescribed by SFAS No. 123
based on the following weighted average assumptions used by RPC, Inc:

                                     2000            1999           1998
                                     ----            ----           ----
Risk free interest rate              N/A             4.6%           5.4%
Expected dividend yield              N/A               1%             2%
Expected lives                       N/A          7 years        7 years
Expected volatility                  N/A           34-37%         31-34%



The  weighted-average  fair value of RPC, Inc.  stock options  granted to Marine
Products   employees   during  1999  and  1998  were  $159,000,   and  $361,000,
respectively. There were no options granted in 2000. The pro forma amounts above
are not  necessarily  representative  of the  effects of  stock-based  awards on
future pro forma net income  because (1) future grants of employee stock options
by Marine Products  management may not be comparable to awards made to employees
while Marine  Products was a part of RPC, Inc. and (2) the  assumptions  used to
compute  the fair value of any stock  option  awards  will be specific to Marine
Products and therefore may not be comparable to the RPC, Inc. assumptions used.


NOTE 10: GAIN ON SETTLEMENT OF CLAIM

In the first quarter of 2000, RPC recorded an after-tax gain of $4,227,000.  The
gain is a result of Chaparral  Boats' receipt,  in the first quarter of 2000, of
its share of a non-refundable  $35 million  settlement payment made by Brunswick
Corporation (Brunswick), a major engine supplier, to the members of the American
Boatbuilders  Association  (ABA), a buying group which includes Chaparral Boats.
Under the terms of this  agreement  between  the ABA and  Brunswick,  additional
payments  were  to be  made  to the  ABA  depending  on the  final  judgment  or
settlement of a lawsuit brought by Independent  Boatbuilders Association (IBBI),
another  buying group  supplied  engines by Brunswick.  In March 2000,  the U.S.
Court of  Appeals  for the Eighth  Circuit  ordered  the trial  court to enter a
judgment for Brunswick, thereby reversing the initial decision in favor of IBBI.
It is unlikely that any  additional  payments will be received by the Company in
connection with this settlement.


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

None.




                                       27
<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information  concerning  directors and  executive  officers is  incorporated  by
reference  to the  Information  Statement  attached  as  Annex  A to the  Marine
Products  Form 10 filed with the SEC on February 13, 2001.  Certain  information
about executive officers is contained on page 12 of this document.

ITEM 11. EXECUTIVE COMPENSATION

The  response  to  Item  11 is  incorporated  by  reference  to the  Information
Statement  attached as Annex A to the Marine Products Form 10 filed with the SEC
on February 13, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  response  to  Item  12 is  incorporated  by  reference  to the  Information
Statement  attached as Annex A to the Marine Products Form 10 filed with the SEC
on February 13, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  response  to  Item  13 is  incorporated  by  reference  to the  Information
Statement  attached as Annex A to the Marine Products Form 10 filed with the SEC
on February 13, 2001.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following documents are filed as part of this report.

<TABLE>
<CAPTION>
<S>                                                                                                   <C>
FINANCIAL STATEMENTS                                                                                  PAGE
--------------------                                                                                  ----
Combined Balance Sheets as of December 31, 2000 and 1999                                               17
Combined Statements of Income for the three years ended December 31, 2000                              18
Combined Statements of Stockholder's Equity for the three years ended December 31, 2000                18
Combined Statements of Cash Flows for the three years ended December 31, 2000                          19
Notes to Combined Financial Statements                                                                 20

SCHEDULES
---------
Schedule II - Valuation and Qualifying Accounts                                                        30
</TABLE>





                                       28
<PAGE>



                                    EXHIBITS

Exhibit
Number    Description
--------  -----------
 3.1      Articles of Incorporation of Marine Products Corporation (incorporated
          here in by  reference  to exhibit 3.1 to the Form 10 filed on February
          13, 2001).

 3.2      Bylaws  of  Marine  Products   Corporation   (incorporated  herein  by
          reference to Exhibit 3.2 to the Form 10 filed on February 13, 2001).

   4      Form of  Common  Stock  Certificate  of  Marine  Products  Corporation
          (incorporated  herein by reference to Exhibit 4.1 to the Form 10 filed
          on February 13, 2001).

10.1      Marine  Products   Corporation  2001  Employee  Stock  Incentive  Plan
          (incorporated herein by reference to Exhibit 10.1 to the Form 10 filed
          on February 13, 2001).

10.2      Agreement  Regarding  Distribution and Plan of  Reorganization,  dated
          February  12 2001,  by and  between  RPC,  Inc.  and  Marine  Products
          Corporation  (incorporated  herein by reference to Exhibit 10.2 to the
          Form 10 filed on February 13, 2001).

10.3      Employee Benefits  Agreement,  dated February 12, 2001, by and between
          RPC,  Inc.,  Chaparral  Boats,  Inc. and Marine  Products  Corporation
          (incorporated herein by reference to Exhibit 10.3 to the Form 10 filed
          on February 13, 2001).

10.4      Transition Support Services Agreement, dated February 12, 2001, by and
          between RPC, Inc. and Marine Products Corporation (incorporated herein
          by  reference  to Exhibit  10.4 to the Form 10 filed on  February  13,
          2001).

10.5      Tax Sharing  Agreement,  dated  February 12, 2001, by and between RPC,
          Inc. and Marine Products Corporation (incorporated herein by reference
          to Exhibit 10.5 to the Form 10 filed on February 13, 2001).

10.6      Compensation Agreement between James A. Lane, Jr. and Chaparral Boats,
          Inc.  (incorporated herein by reference to Exhibit 10.6 to the Form 10
          filed on February 13, 2001).

21        Subsidiaries of Marine Products Corporation.

24        Powers of Attorney for Directors


REPORTS ON FORM 8-K

No  reports on Form 8-K were  required  to be filed by Marine  Products  for the
quarter ended  December 31, 2000. Any schedules or exhibits not shown above have
been omitted because they are not applicable.

                                       29
<PAGE>

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

MARINE PRODUCTS CORPORATION AND SUBSIDIARIES (in thousands of dollars)

For the years ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
<S>                                                  <C>               <C>                 <C>                <C>
                                                           Balance at        Charged to            Net            Balance
                                                           Beginning         Costs and        (Write-Offs)/       at End of
Description                                                of Period          Expenses          Recoveries          Period
-----------                                                ---------          --------          ----------          ------
Year ended December 31, 2000
    Allowance for Doubtful Accounts                   $        69       $        -         $       (2)        $       67

Year ended December 31, 1999
    Allowance for Doubtful Accounts                   $        77       $        -         $       (8)        $       69

Year ended December 31, 1998
    Allowance for Doubtful Accounts                   $        79       $        -         $       (2)        $       77

</TABLE>

Signatures

Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

        Marine Products Corporation
        By:

        /s/ R. Randall Rollins
        --------------------------------------------
        R. Randall Rollins
        Chairman of the Board of Directors
         March 26, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the Registrant and in the
capacities and on the dates indicated.

/s/ R. Randall Rollins    /s/ Richard A. Hubbell    /s/ Ben M. Palmer
----------------------    ----------------------    ----------------------
R. Randall Rollins        Richard A. Hubbell        Ben M. Palmer
Chairman of The Board     President                 Chief Financial Officer
  of Directors            (Principal Executive      (Principal Financial and
                          Officer)                  Accounting Officer)
March 26, 2001            March 26, 2001            March 26, 2001


The  Directors  of  RPC,  Inc.  (listed  below)  executed  a power  of  attorney
appointing  Richard A. Hubbell their  attorney-in-fact,  empowering  him to sign
this report on their behalf.

Wilton Looney, Director                   James B. Williams, Director
Gary W. Rollins, Director                 James A. Lane, Jr., Director
Henry B. Tippie, Director                 Linda H. Graham, Director

/s/ Richard A. Hubbell
------------------------------
Richard A. Hubbell
Director and as Attorney-in-fact
March 26, 2001




                                       30
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Marine Products Corporation:

     We have audited the  accompanying  combined  balance sheets of the business
conducted through RPC's Powerboat  Manufacturing  Segment, which was reorganized
as Marine Products Corporation (a Delaware  corporation) as of December 31, 2000
and 1999, and the related combined statements of income,  stockholder's  equity,
and cash flows for each of the three  years in the  period  ended  December  31,
2000.  These  financial  statements  and  schedule  referred  to  below  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free from material  misstatement.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of the  business  conducted
through RPC's Powerboat  Manufacturing Segment as of December 31, 2000 and 1999,
and the results of their  operations  and their cash flows for each of the three
years in the period ended  December  31, 2000,  in  conformity  with  accounting
principles generally accepted in the United States.

     Our audit was made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a  whole.  The  schedule  listed  in Item 14 is
presented  for the  purposes  of  complying  with the  Securities  and  Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures  applied in our audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects,  the  financial  data  required  to be set forth  therein in
relation to the basic financial statements taken as a whole.



Atlanta, Georgia                                             Arthur Andersen LLP
February 26, 2001



                                       31
<PAGE>



UNAUDITED QUARTERLY DATA

----------------------------------------------------------------
    Quarter           First      Second       Third      Fourth
----------------------------------------------------------------

2000
Net sales          $ 37,885    $ 42,608    $ 35,080     $32,703
Net income            6,696       3,121       2,332       1,812

1999
Net sales          $ 31,233    $ 35,135    $ 25,244     $31,266
Net income            2,382       2,866       1,614       2,256


                             OFFICERS AND DIRECTORS

OFFICERS                                        DIRECTORS
--------                                        ---------

R. Randall Rollins                              R. Randall Rollins
Chairman of the Board of directors              Chairman of the Board and
                                                Chief Executive Officer,
                                                Rollins, Inc.(consumer services)

Richard A. Hubbell                              Henry B. Tippie*+
President and Chief                             Chairman of the Board and
Executive Officer                               Chief Executive Officer,
                                                Tippie Services, Inc.
                                                (management services)

James A. Lane, Jr.                              Wilton Looney*
Executive Vice President                        Honorary Chairman of the
                                                Board, Genuine Parts Company
                                                (automotive parts distributor)

Linda H. Graham                                 James B. Williams*
Vice President and Secretary                    Chairman of the Executive
                                                Committee, SunTrust Banks, Inc.
                                                (bank holding company)

Ben M. Palmer                                   Gary W. Rollins
Vice President, Chief Financial Officer,        President and Chief Operating
Treasurer and Assistant Secretary               Officer, Rollins, Inc.
                                                (consumer services)

                                                Richard A. Hubbell

                                                James A. Lane Jr.

                                                Linda H. Graham

* Member of the Audit Committee and Executive Compensation Committee

+ Chairman of the Audit Committee and Executive Compensation Committee




                                       32
<PAGE>

                             STOCKHOLDER INFORMATION


CORPORATE OFFICES
Marine Products Corporation
2170 Piedmont Road, NE
Atlanta, Georgia 30324
Telephone: (404) 321-2140

STOCK LISTING
American Stock Exchange

TICKER SYMBOL--MPX

INVESTOR RELATIONS WEB-SITE
www.marineproductscorp.com
www.marineproductscorp.net

TRANSFER  AGENT AND  REGISTRAR  For  inquiries  related  to stock  certificates,
including changes of address, please contact:

SunTrust Bank, Atlanta
Stock Transfer Department
PO Box 4625
Atlanta, GA 30302
Telephone: (404) 588-7817






                                       33

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