COMMON STOCK                                 THIS CERTIFICATE IS TRANSFERABLE IN
                                               ATLANTA, GA. OR IN NEW YORK, N.Y.

NUMBER                                                                  SHARES
MP

                                                        SEE REVERSE FOR
INCORPORATED UNDER THE LAWS OF                        CERTAIN DEFINITIONS
   THE STATE OF DELAWARE
                                                       CUSIP 568427 10 8



THIS CERTIFIES THAT






IS THE OWNER OF


FULLY PAID AND  NON-ASSESSABLE  SHARES OF THE PAR VALUE OF TEN CENTS ($.10) EACH
OF THE COMMON STOCK OF

                          MARINE PRODUCTS CORPORATION

transferable  on the books of the  Corporation by the holder hereof in person or
by  duly  authorized  attorney,  upon  surrender  of this  certificate  properly
endorsed.  This  certificate and the shares  represented  thereby are issued and
shall be subject to all of the provisions of the Certificate of Incorporation of
the Corporation as now or hereafter  amended,  to all of which the holder hereof
by acceptance hereby assents.

                              CERTIFICATE OF STOCK

This  certificate  is not valid unless  countersigned  by the Transfer Agent and
registered by the Registrar.  Witness the facsimile seal of the  Corporation and
the facsimile signatures of its duly authorized officers.

Dated:

COUNTERSIGNED AND REGISTERED:                           /s/ R. Randall Rollins
      SUN TRUST BANK                                    CHAIRMAN
TRANSFER AGENT
AND REGISTRAR

                  [MARINE PRODUCTS CORPORATION CORPORATE SEAL
                                 2000 DELAWARE]

BY                                                      /s/ Linda H. Graham
AUTHORIZED SIGNATURE                                    SECRETARY


<PAGE>


                          MARINE PRODUCTS CORPORATION

The corporation  will furnish to any stockholder upon request and without charge
a full statement of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class of stock  authorized  to be issued and,  with
respect to the classes of stock which may be issued in series, the variations in
the relative rights and preferences  between the shares of each such series,  so
far as the same have been fixed and  determined,  and the authority of the Board
of  Directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.  Such request may be made to the Secretary of the Corporation
at its principal office or to the Transfer Agent.

                          ____________________________

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

TEN COM-as tenants in common             UNIF GIFT MIN ACT-______Custodian ____
TEN ENT-as tenants by the entireties                       (Cust)        (Minor)
JT TEN-as joint tenants with right of            under Uniform Gifts to Minors
       survivorship and not as tenants                  Act _______
       in common                                            (State)

    Additional abbreviations may also be used though not in the above list.

For value received, ____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

______________________________________


________________________________________________________________________________
            (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ shares
of the  capital  stock  represented  by the  within  Certificate,  and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated ________________________________


                              NOTICE:___________________________________________
                              THE SIGNATURE TO THIS  ASSIGNMENT  MUST CORRESPOND
                              WITH  THE  NAME AS  WRITTEN  UPON  THE FACE OF THE
                              CERTIFICATE   IN   EVERY    PARTICULAR,    WITHOUT
                              ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


SIGNATURE(S) GUARANTEED:      __________________________________________________
                              THE  SIGNATURE(S)   SHOULD  BE  GUARANTEED  BY  AN
                              ELIGIBLE     GUARANTOR     INSTITUTION     (BANKS,
                              STOCKBROKERS,  SAVINGS AND LOAN  ASSOCIATIONS  AND
                              CREDIT  UNIONS  WITH  MEMBERSHIP  IN  AN  APPROVED
                              SIGNATURE GUARANTEE  MEDALLION PROGRAM),  PURSUANT
                              TO S.E.C. RULE 17Ad-15.