SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, For Use of the Commission Only (as permitted by rule 14a-6(e)(2))

x  Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Materials Pursuant to Rule 14a-11(c) or rule 14a-12

DICKIE WALKER MARINE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

1)  Title of each class of securities to which transaction applies:

2)  Aggregate number of securities to which transaction applies:

3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)  Proposed maximum aggregate value of transaction:

5)  Total fee paid:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1)  Amount previously paid:

2)  Form, Schedule or Registration Statement No.:

3)  Filing Party:

4)  Date Filed:

DICKIE WALKER MARINE, INC.

1405 South Coast Highway

Oceanside, California 92054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On March 8, 2004 at 2 p.m.

To the Stockholders of Dickie Walker Marine:

On Monday, March 8, 2004, Dickie Walker Marine, Inc., a Delaware corporation, will hold its 2004 annual meeting of stockholders at its principal executive offices located at 1405 South Coast Highway, Oceanside, California, 92054. The meeting will begin at 2:00 p.m., Pacific Daylight Time (local time).

Only stockholders who own stock at the close of business on January 23, 2004, are entitled to notice of and to vote at this meeting, or any adjournments or postponements that may occur. At the meeting, stockholders will consider and vote upon the following matters which are more fully described in the accompanying proxy statement:

1. The election of the Board of Directors.

2. To approve an amendment to our 2002 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 500,000 shares to 750,000 shares.

3. To act upon a proposal to ratify the appointment of Ernst & Young LLP as Dickie Walker Marine’s independent auditors for the fiscal year ending September 30, 2004.

4. To transact such other business as may properly be presented at the meeting or any adjournments or postponements that may occur.

All stockholders are cordially invited to attend the meeting in person. Regardless of whether you plan to attend the meeting, you are urged to sign and date the enclosed proxy that is solicited by your Board of Directors, and return it promptly in the accompanying envelope, postage for which has been provided if mailed in the United States.

The prompt return of proxies will ensure a quorum and save us the expense of further solicitation. Any stockholder returning the enclosed proxy may revoke it prior to its exercise by voting in person at the meeting or by filing with our Corporate Secretary at our corporate offices in Oceanside, California a written revocation or a duly executed proxy bearing a later date.

By order of the Board of Directors,

/s/ Sandra L. Evans

Corporate Secretary

Dickie Walker Marine, Inc.

1405 South Coast Highway

Oceanside, California 92054

January 23, 2004

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the meeting, you are requested to complete, sign and date the enclosed proxy and return it as promptly as possible in the enclosed envelope. No postage is required if mailed in the United States.

PROXY STATEMENT FOR THE

2004 ANNUAL MEETING OF STOCKHOLDERS

OF

DICKIE WALKER MARINE, INC.

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of DICKIE WALKER MARINE, INC., a Delaware corporation. The proxies will be used at our upcoming annual meeting of stockholders to be held at our principal executive offices located at 1405 South Coast Highway, Oceanside, California, 92054, on Monday, March 8, 2004, at 2:00 p.m., Pacific Daylight Time (local time), and at any adjournments or postponements thereof, for the purposes described in the preceding notice. We anticipate that this proxy statement and the accompanying proxy will be mailed to our stockholders on or about February 6, 2004.

SOLICITATION OF PROXIES AND VOTING

Solicitation

The cost of soliciting proxies will be borne by us. In addition to solicitation of proxies by use of the mails, some of our officers and directors may solicit proxies by telephone, telegraph, or personal interview without any additional compensation to them. We may reimburse brokers, banks and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with forwarding these proxy materials to their principals. No additional compensation will be paid for such services.

Stockholders Entitled to Vote

Only stockholders of record as of the close of business on the record date of January 23, 2004 will be entitled to vote at the meeting. As of January 23, 2004, there were issued and outstanding 3,680,000 shares of our common stock, $0.001 par value. No shares of our preferred stock, $0.001 par value, were outstanding at that time.

Quorum and Voting

The required quorum for the transaction of business at the meeting is the presence, in person or by proxy, of the holders of a majority of shares of our common stock issued and outstanding on the record date. Each stockholder is entitled to one vote for each share of stock owned on the record date. If a stockholder fails to specify the number of shares that the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder’s approving vote is with respect to all shares that the stockholder is entitled to vote. All votes will be tabulated by the inspector of election appointed for the meeting who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

With regard to the election of directors, votes may be cast in favor of, or withheld from, each nominee. Directors are elected by plurality vote and the five director nominees receiving the highest number of votes of the shares entitled to vote at the meeting will be elected. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election.

All other matters to be acted upon by the stockholders at the annual meeting will require the approval of the holders of a majority of the outstanding common stock present in person or represented

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by proxy and entitled to vote at the annual meeting. For such matters, abstentions will have the effect of negative votes and broker non-votes will not be counted for purposes of determining whether any of those proposals have been approved.

Voting and Revocability of Proxy

If the enclosed proxy is properly signed and received by us prior to the meeting, the proxy will be voted as directed by the stockholder. If no instructions are given on the executed proxy, the proxy will be voted in favor of the election of the nominees for the Board (Proposal 1) and also in favor of Proposals 2 and 3, as described in this proxy statement. The persons named in the proxy will have discretionary authority to vote the proxy with respect to additional matters that are properly presented at the meeting.

Any stockholder returning the enclosed proxy may revoke it prior to its exercise by voting in person at the meeting or by filing with our Corporate Secretary at our corporate offices in Oceanside, California a written revocation or a duly executed proxy bearing a later date.

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PROPOSAL 1

ELECTION OF DIRECTORS

Five individuals have been nominated for election to the Board at the meeting: Gerald W. Montiel, Brian F. Kaminer, Norman Lefkovits, Jr., James R. Smith, and W. Brent Robinson. If elected, they will hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified. Under our bylaws, the number of directors is established by resolution of the Board. Each of the five nominees is currently serving on the Board and has agreed to stand for re-election at the meeting and to serve until the next annual meeting of stockholders or until his respective successor is elected or appointed.

Unless individual stockholders specify otherwise, each returned proxy will be voted for the election of the nominees listed below. If, however, any of the nominees are unable to serve or decline to serve for good cause at the time of the meeting, the persons named in the proxy will exercise discretionary authority to vote for substitutes. The Board is not currently aware of any circumstances that would render any nominee unavailable for election.

The following table sets forth the name and age of each nominee for Director, including all positions and offices with the company currently held, and the period during which he or she has served as a Director:

Name	Age	All Positions and Offices Held with the Company	Period Served as Director of the Company
Gerald W. Montiel	57	Chairman of the Board, Chief Executive Officer, President, Chief Marketing Officer	Since 2000
Brian F. Kaminer	47	Director	Since 2000
Norman Lefkovits, Jr.	56	Director	Since 2001
James R. Smith	58	Director	Since 2001
W. Brent Robinson	59	Director	Since 2002

The Board of Directors unanimously recommends that you vote

FOR the nominees for directors

which is Item 1 on the proxy

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PROPOSAL 2

APPROVAL OF AMENDMENT TO THE EQUITY INCENTIVE PLAN TO INCREASE

AUTHORIZED SHARES

You are being asked to vote on a proposal to approve an amendment to our Equity Incentive Plan (the “Plan”). The Board of Directors adopted this amendment on November 17, 2003, subject to stockholder approval. The amendment will increase the number of shares available for issuance under the Plan by an additional 250,000 shares of common stock, from the current total authorized shares of 500,000 to 750,000 shares.

This amendment will enable us to continue to offer our employees and potential employees equity participation packages competitive with those of our competitors. Such packages serve as a means to attract, motivate, and retain high-quality key employees. Through equity participation, employee compensation is correlated to our performance so that employees have a vested interest in applying their best efforts toward making the company as productive as possible. As a result, equity participation through the Plan benefits both the stockholders and employees.

The Board is requesting an increase in the number of shares authorized for issuance under the Plan in order to maintain an adequate number of shares to offer competitive compensation packages, as well as to accommodate potential employee demand and our growth.

The Plan was adopted by the Board on January 24, 2002 and approved by our stockholders on February 7, 2002. The Plan has a term of ten years. Under the Plan, the Compensation Committee may grant incentive stock options, nonqualified stock options, restricted stock and stock appreciation rights to employees, officers, directors, advisors and independent contractors. The exercise price of options is determined by Compensation Committee, however, the exercise price of incentive stock options may not be less than the fair market value of the shares on the date of grant, or 110% in the case of incentive stock options granted to an individual who owns more than 10% of the voting power of the company. The exercise price of non-qualified options may not be less than 50% of the fair market value of the shares on the date of grant. The Compensation Committee determines the vesting and other provisions of options, restricted stock and stock appreciation rights granted under the Plan. Options may be granted for up to 10 years, except that incentive stock options granted to individuals who own more than 10% of the voting power of the company may have a term not to exceed five years. Generally, the Compensation Committee has granted options that vest at twenty-five percent one year from the date of grant and 1/36 per month thereafter. This Plan replaces a plan adopted in January 2001, which was canceled.

As of December 31, 2003, there were outstanding options to purchase 229,000 shares of common stock.

The Board of Directors unanimously recommends that you vote

FOR the amendment to the Equity Incentive Plan to increase authorized shares

which is Item 2 on the proxy

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PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

General

The Board of Directors, acting on the recommendation of the Audit Committee, has appointed the independent accounting firm of Ernst & Young LLP as our independent auditors for the year ending September 30, 2004. Ernst & Young has served as our independent auditors since 2001 and the Board believes that the firm is well-qualified to provide these services. Representatives of Ernst & Young are expected to be present at the 2003 annual meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Audit Fees

The aggregate fees billed for professional services rendered by Ernst & Young LLP for the audit of our annual financial statements for fiscal 2003 and fiscal 2002 and the review of our financial statements included in our Forms 10-QSB for those years were $70,319 and $35,514, respectively.

Audit Related Fees

Audit related fees include billings for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements, and are not reported as Audit Fees. The aggregate fees billed for audit related services during fiscal 2003 and fiscal 2002 were $0 and $161,299, respectively. These services consisted of assistance and consultation in the preparation and filing of our initial public offering, which occurred in May 2002.

Tax Fees

The aggregate fees billed for tax services, including tax planning and preparation during fiscal 2003 and fiscal 2002 were $250 and $9,400, respectively.

All Other Fees

The Company did not engage Ernst & Young LLP on any other matters not otherwise included in the above categories in either fiscal 2003 or 2002.

Audit Committee Pre-Approval Policy

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services include audit and audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

In the event that the stockholders fail to ratify such appointment, the Board will reconsider its selection. Even if the selection is ratified, the Board, at its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Board believes that such a change would be in the best interest of the company and our stockholders.

The Board of Directors unanimously recommends that you vote

FOR ratification of the selection

of Ernst & Young LLP as independent auditors

which is Item 3 on the proxy

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of December 31, 2003 relating to the beneficial ownership of common stock by (i) each stockholder known to own beneficially more than five percent of the outstanding shares of our common stock, (ii) each director, (iii) each named executive officer, and (iv) all our current executive officers and directors as a group. This table is based upon information supplied by our directors and our named executive officers, principal stockholders and Schedules 13D and 13G filed with the Securities and Exchange Commission, (“SEC”). Unless otherwise indicated, the individual stockholders named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Applicable ownership is based on 3,680,000 shares of common stock outstanding on December 31, 2003, and calculated pursuant to SEC Rule 13d-3(d)(1), which includes the number of shares acquirable within 60 days.

Name and Address of Beneficial Owner	Owned at December 31, 2003		Percent of Class
Gerald W. Montiel 1405 South Coast Highway Oceanside, CA 92054	1,306,700	(1)	35.4	%
Kennedy Capital Management, Inc. 10829 Olive Blvd St. Louis, MO 63141	229,450		6.2	%
Norman Lefkovits, Jr. 41700 Pacific Coast Highway Malibu, CA 90265	195,075	(2)	5.3	%
James R. Smith 1333 East County Road 58 Ft. Collins, CO 80524	105,075	(3)	2.8	%
Sandra L. Evans 1405 South Coast Highway Oceanside, CA 92054	47,675	(4)	1.3	%
Brian F. Kaminer 10 Hobart Street Bronxville, NY 10708	37,575	(5)	1.0	%
W. Brent Robinson 3734 Promontory Street San Diego, CA 92109	14,642	(6)	0.4	%
Eric M. Montiel 1405 South Coast Highway Oceanside, CA 92054	6,958	(7)	0.2	%
Todd W. Schmidt 1405 South Coast Highway Oceanside, CA 92054	-0-		0	%
All executive officers and directors as a group (eight persons)	1,713,700		45.2	%

⁽¹⁾ Includes 12,500 shares issuable upon conversion of two promissory notes held by Montiel Family, LLC sold in our 2001 private placement that are convertible at the option of the holder, and 1,288,500 shares held by Montiel Family, LLC. Gerald W. Montiel is the Managing Partner of Montiel Family, LLC and claims beneficial ownership of these shares.

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⁽²⁾ Includes 12,500 shares issuable upon conversion of two promissory notes sold in our 2001 private placement that are convertible at the option of the holder. The promissory notes are held by Martha Bodman, Mr. Lefkovits’ wife. Mr. Lefkovits claims beneficial ownership of these shares. Includes 7,575 shares issuable upon exercise of stock options.

⁽³⁾ Includes 18,750 shares issuable upon conversion of three promissory notes held by Mr. Smith and 6,250 shares issuable upon conversion of a promissory note held by Oaktree Ltd. LLLP, a family partnership of which James R. Smith owns 60%. The promissory notes were sold in our 2001 private placement and are convertible at the option of the holder. Includes 55,000 shares owned by Mr. Smith and 17,500 shares owned by Oaktree Ltd. LLLP. Mr. Smith claims beneficial ownership of these shares. Includes 7,575 shares issuable upon exercise of stock options.

⁽⁴⁾ Includes 17,675 shares issuable upon exercise of stock options.

⁽⁵⁾ Includes 7,575 shares issuable upon exercise of stock options.

⁽⁶⁾ Includes 13,142 shares issuable upon exercise of stock options.

⁽⁷⁾ Eric M. Montiel is a member of Montiel Family, LLC. Includes 6,958 shares issuable upon exercise of stock options.

BOARD OF DIRECTORS

Term of Board Membership

Members of the Board hold office and serve until the next annual meeting of our stockholders or until their respective successors have been elected and qualified, or until his/her earlier death, resignation or removal. Executive officers are appointed by, and serve at the discretion of, the Board.

Relevant Committees and Meetings of the Board

The Board of Directors held four meetings during fiscal 2003. No incumbent director attended fewer than 75% of the Board and Committee meetings in which such director was entitled to participate.

The Board has a Compensation Committee and an Audit Committee. The Board does not maintain a nominating committee or other committee that performs similar functions. The current members of the Compensation Committee are Mr. Smith and Mr. Lefkovits. The Compensation Committee provides recommendations concerning salaries and incentive cash compensation for our executive officers and key personnel other than remuneration of directors. The Compensation Committee met once during fiscal 2003.

The Board of Directors has determined that each of the members of the Audit Committee is independent as defined by the listing standards of the NASD, Section 301 of the Sarbanes-Oxley Act of 2002, and Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors also has determined that each of the members of the Audit Committee is able to read and understand financial statements, and that Mr. Smith, who is the Chairman, has financial management experience and is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission (the “SEC”). In reaching such determinations, the Board of Directors considered the financial, accounting, business and occupational experience of each Audit

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Committee member. During the fiscal year ended 2003, the Audit Committee held four meetings. Additional information regarding the functions performed by the Audit Committee and its membership is set forth in the “Audit Committee Report.”

Compensation of Directors

While we do not pay cash compensation to our directors, they are reimbursed for expenses they incur in attending meetings of the Board or Committees of the Board. In February 2002, our Board authorized the issuance of options to purchase 15,000 shares of common stock at $5.00 per share to each of our four outside directors, Messrs. Smith, Lefkovits, Robinson and Kaminer. These options became effective on May 21, 2002. Of these options, 25% vested on May 21, 2003 and the remainder vest monthly thereafter in equal increments until May 21, 2006 when they will be fully vested. In addition, during fiscal 2003, Mr. Robinson was granted an option to purchase 20,000 shares at $2.60 per share and Mr. Smith was granted an option to purchase 10,000 shares at $2.50 per share. Of these options, 25% will vest one year from the date of grant and the remainder vest monthly in equal increments over the following three years.

DIRECTORS AND EXECUTIVE OFFICERS

The following individuals were directors and executive officers as of December 31, 2003.

GERALD W. MONTIEL, Chairman of the Board, Chief Executive Officer, President, Chief Marketing Officer

Age: 57

Gerald W. Montiel is our founder and has served as our Chairman of the Board and Chief Executive Officer since our inception in October 2000, and our Chief Financial Officer since our inception until February 2002. Mr. Montiel has served as our Chief Marketing Officer since February 2002. He was appointed President in November 2003. In 1987, Mr. Montiel co-founded Ashworth, Inc., the largest branded golf apparel company in the United States, and served as its President and Chief Executive Officer from its inception until 1995, and as Chairman of the Board from its inception until his retirement from Ashworth in 1998. Ashworth was recognized in 1994 and 1995 as one of America’s 100 fastest-growing companies by Fortune magazine. In 1973, Mr. Montiel founded World of Arts and Crafts Stores, a 14-store retail chain that merged with Michael’s Arts and Crafts Stores in 1984. Mr. Montiel served on Michael’s Board of Directors from 1984 to 1985. Mr. Montiel graduated from Colorado State University with a Bachelor of Arts with an emphasis in Marketing. He was recognized as its Honored Alumni of the Year in 1994. Eric M. Montiel, our Vice President of Sales, is Mr. Montiel’s son.

BRIAN F. KAMINER, Director

Age: 47

Brian F. Kaminer has served as a director since inception. Since 1997, Mr. Kaminer has been providing merchandising and marketing consulting services through his company, Lake Consulting, to companies such as SkyMall and J. Crew. From 1996 to 1997, Mr. Kaminer served as Senior Vice President and General Merchandise Manager at Williams-Sonoma. From 1994 to 1995, Mr. Kaminer served as Senior Vice President of Product Integrity for the Home Shopping Network and as Vice President of Brand Integrity for Lands End from 1992 to 1994. From 1989 to 1992, he was the Vice President of Merchandising for Nautica Enterprises. From 1983 to 1989, he served as Vice President of Merchandising for Gant Corporation.

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NORMAN LEFKOVITS, JR., Director

Age: 56

Norman Lefkovits, Jr. was appointed as a director in May 2001. Mr. Lefkovits has over 30 years of experience in the apparel industry. Mr. Lefkovits was a licensee for No Fear from 1991 to 1999. He was a licensee for Jimmy Z T-shirt from 1985 to 1990. Mr. Lefkovits earned a Bachelor of Arts degree in Marketing from the University of Alabama.

JAMES R. SMITH, Director

Age: 58

James R. Smith was elected as a director in May 2001. Since 1981, Mr. Smith has been the Chairman and Chief Executive Officer of Smith Investments, Inc. His experience includes the acquisition and management of real estate income properties consisting of management of over 450 apartment units with an ownership interest in over 280 units and several commercial buildings, as well as undeveloped real estate. Mr. Smith earned a Bachelor of Science degree in Business Administration, a Masters of Economics, and an MBA from Colorado State University. Mr. Smith currently serves on the Advisory Board of the Business School at Colorado State University.

W. BRENT ROBINSON, Director

Age: 59

W. Brent Robinson was elected as a director in February 2002. Mr. Robinson has over 30 years of experience in the retail industry, specializing in retail store chain development, operations and management. Since 1999, Mr. Robinson has been Chairman and Chief Executive Officer of Virtual Habitat, Incorporated which designs, sells, installs and maintains entertainment systems for residential and commercial use. From 1993 to 1999, he was President and Chief Executive Officer of The Store Group, a retail advisory group for retailers, wholesalers, manufacturers and catalog companies. From 1990 to 1992, Mr. Robinson was a vice president of Blockbuster Video. Mr. Robinson was Vice President of The Limited, Inc. and of Abercrombie & Fitch from 1989 to 1990. Mr. Robinson was a regional manager for the Lerners Shops from 1987 to 1989, and a regional manager for The Limited Stores from 1985 to 1987.

TODD W. SCHMIDT, Chief Financial Officer

Age 61

Todd W. Schmidt was appointed Chief Financial Officer in July 2003. From May 2002 until that time he acted as a financial consultant to us. Mr. Schmidt has nearly 30 years experience as a chief financial officer of four companies. From 1996 to 2002 he was Vice President Finance of ENCAD, Inc., a publicly-traded inkjet printer company. From 1990 to 1995 he served as Vice President Finance and Administration for Biosym Technologies, Inc., a computer-aided molecular modeling software company. He has also served as Vice President Finance and Administration at Immunetech Pharmaceuticals, Inc. from 1983 to 1990 and IVAC Corporation from 1976 to 1981. He is a certified public accountant and earned a Bachelor of Science in Industrial Engineering and an MBA, both from Northwestern University.

SANDRA L. EVANS, Corporate Secretary and Vice President of Distribution

Age 44

Sandra L. Evans was appointed Secretary in May 2001 and Vice President of Distribution in February 2002. Ms. Evans has over 20 years experience in the apparel and embroidery industry. From 1993 to 2001, Ms. Evans held positions of Embroidery Manager, Director of Global Services and Embroidery and Director of Sales at Ashworth, Inc. She was Vice President of Pacific Sportswear from

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1991 to 1993 where she oversaw sales and embroidery distribution. In addition, she owned and operated Bushwakker Sportswear from 1986 to 1992, which specialized in manufacturing, screen printing and embroidery for corporate customers in the San Diego area.

ERIC M. MONTIEL, Vice President of Sales

Age: 34

Eric M. Montiel was appointed National Sales Manager in April 2002 and Vice President of Sales in November 2002. Mr. Montiel has over ten years experience in the apparel industry. From 1998 until April 2002 he was a manufacturer’s representative for a number of apparel companies. Prior to that, he was a manager of a retail division for Ashworth, Inc. Mr. Montiel earned a Bachelor of Arts in Communications from the University of Colorado. He is the son of Gerald W. Montiel, our founder, Chairman of the Board, President and Chief Executive Officer.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation paid by us to our Chief Executive Officer and other executive officers for the years ended September 30, 2003 and 2002 and from October 10, 2000 (inception) through September 30, 2001.

Summary Compensation Table

		Annual Compensation							Long-Term Compensation
Name and Principal Position	Year	Salary ($)		Bonus ($)		Other Annual Compensation ($)			Awards Securities Underlying Options (#)(1)
Gerald W. Montiel Chief Executive Officer, Current President, Chief Marketing Officer	2003 2002 2001	$ $ $	100,000 —   —	$ $ $	—   —   —	$ $	1,200 1,200	(2) (2)
Julia B. Knudsen(6) Former President, Chief Operating Officer, Chief Financial Officer	2003 2002 2001	$ $ $	103,000 96,000 72,000	$ $ $	—   2,000 —	$ $ $	4,200 3,150 4,550	(2) (2) (2)	50,000 —
Sandra L. Evans Vice President of Distribution, Secretary	2003 2002 2001	$ $ $	79,475 74,350 46,667	$ $	2,000 2,020	$ $ $	4,200 3,150 —	(2) (2)	10,000 35,000 —
Brian F. Kaminer Former Vice President of Merchandising	2003 2002 2001	$ $ $	—   —   94,000	$ $ $	—   —   —	$ $ $	—   —   —		—   —   —
Eric M. Montiel(3) Vice President of Sales	2003 2002	$ $	78,473 27,906	$	—	$	16,709	(5)	35,000
Todd W. Schmidt(4) Current Chief Financial Officer	2003 2002	$	15,700	$	—	$ $	67,367 33,333	(4) (4)	35,000

⁽¹⁾ All awards reported under this column were stock options issued under the 2002 Equity Incentive Plan.

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⁽²⁾ Amounts paid for car allowance.

⁽³⁾ Mr. Montiel became Vice President of Sales in December 2002.

⁽⁴⁾ Mr. Schmidt became Chief Financial Officer in July 2003. Prior to that time he was a financial consultant to the Company. Includes $700 for car allowance and $66,667 for consulting services in 2003 and $33,333 for consulting services in 2002.

⁽⁵⁾ Represents $13,209 reimbursement for relocation expense and $3,500 paid for car allowance.

⁽⁶⁾ Ms. Knudsen resigned from the Company effective November 14, 2003. Ms. Knudsen’s 50,000 stock options expired upon her resignation.

Option Grants in Fiscal 2003

The following table sets forth information concerning stock option grants during fiscal 2003 to our named executive officers. All options granted in fiscal 2003 were issued under the 2002 Equity Incentive Plan. In general, the options vest and become exercisable over a four-year period, with 25% vesting on after one year and the remainder vesting monthly in equal increments over the following three years. The options have a term of ten years, subject to earlier termination under certain circumstances related to termination of employment.

In general, under our Equity Incentive Plan the exercise price of the options may be paid:

• by cash or check,

• in shares of common stock held for the requisite period necessary to avoid a charge to the company’s earnings for financial reporting purposes and valued at fair market value on the exercise date, or

• through a cashless exercise procedure involving a same-day sale of the purchased shares.

The Compensation Committee may grant stock appreciation rights in tandem with option grants under the 2002 Equity Incentive Plan. No stock appreciation rights were granted to any of the named executive officers during fiscal 2003.

Option Grants in Fiscal 2003 Table

	Individual Grants
Name	Number of Securities Underlying Options Granted (#)	% of Total Options Granted to Employees in Fiscal Year (3)		Exercise Price ($/Share)		Expiration Date
Eric M. Montiel(1)	25,000	16.5	%	$	2.60	02/10/2013
Eric M. Montiel(1)	10,000	6.6	%	$	2.50	07/28/2013
Sandra L. Evans(1)	10,000	6.6	%	$	2.50	07/28/2013
Todd W. Schmidt(2)	35,000	23.1	%	$	2.50	07/28/2013

⁽¹⁾ Options granted in fiscal 2003 are scheduled to vest 25% after one year and the remainder will vest in equal monthly increments over the following three years.

⁽²⁾ Options granted in fiscal 2003 are scheduled to vest 50% after one year and the remainder will vest in equal monthly increments over the following year.

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⁽³⁾ In fiscal 2003, all employees as a group received stock options amounting to a total of 151,500 shares.

Option Exercises and Holdings

The following table sets forth certain information with respect to the number and value of unexercised stock options held by our named executive officers as of September 30, 2003. No stock options or stock appreciation rights were exercised by the officers during fiscal 2003.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

Name	Shares Acquired on Exercise	Value Realized	Number of Securities Underlying Unexercised Options at September 30, 2003		Value of Unexercised in-the- Money Options at September 30, 2003(1)
			Exercisable	Unexercisable	Exercisable	Unexercisable
Julia B. Knudsen	—	N/A	18,167	31,833	—	$	0
Sandra L. Evans	—	N/A	12,717	32,283	—	$	100
Eric M. Montiel	—	N/A	—	35,000	—	$	100
Todd W. Schmidt	—	N/A	—	35,000	—	$	350

⁽¹⁾ Value is based on the difference between the option exercise price and the fair market value at September 30, 2003 ($2.60 per share, determined on the basis of the closing selling price per share of common stock as reported on the Nasdaq SmallCap Market), multiplied by the number of shares underlying the option.

AMENDED EQUITY INCENTIVE PLAN

The description that follows is an overview of the material provisions of the Equity Incentive Plan (the “Plan”). Our board adopted the Plan as of January 24, 2002 and it was approved by our stockholders on February 7, 2002. Under the Plan, we may grant to our designated employees, officers, directors, advisors and independent contractors incentive stock options, nonqualified stock options, restricted stock and stock appreciation rights. By encouraging stock ownership, we seek to motivate Plan participants by allowing them an opportunity to benefit from any increased value of our company which their effort, initiative, and skill help produce.

General. Up to 500,000 shares of common stock are authorized for issuance under the terms of the plan. No more than 250,000 shares may be granted to any individual in any three-year period. If options granted under the Plan expire or are terminated for any reason without being exercised, or shares of restricted stock are forfeited, the shares of common stock underlying such grant will again be available for purposes of the Plan. If approved by the shareholders at the 2004 Annual Meeting, the number of shares authorized for issuance under the Plan will be increased to 750,000 shares.

Administration of the Plan. The Compensation Committee determines which individuals will receive grants, the type, size and terms of the grants, the time when the grants are made and the duration of any applicable exercise or restriction period, including the criteria for vesting and the acceleration of vesting, and the total number of shares of common stock available for grants.

Eligibility for participation. Grants may be made to employees, officers, directors, advisors and independent contractors of the Company and its subsidiaries, including any non-employee member of the board of directors.

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Options. Incentive stock options may be granted only to officers and directors who are employees. Nonqualified stock options may be granted to employees, officers, directors, advisors and independent contractors. The exercise price of an option will be determined by the Compensation Committee and may be equal to, greater than, or less than the fair market value but in no event less than 50% of the fair market value of a share of common stock at the time of grant; provided that:

• the exercise price of an incentive stock option must be equal to or greater than the fair market value of a share of common stock on the date of grant, and

• the exercise price of an incentive stock option granted to an employee who owns more than 10% of the issued and outstanding common stock must not be less than 110% of the fair market value of the underlying shares of common stock on the date of grant.

Although not a provision of the Plan, the Compensation Committee will not grant stock options to officers, directors, employees, promoters, 5% stockholders or affiliates with an exercise price of less than 85% of the fair market value of the stock.

The Compensation Committee determines the term of each option, which may not exceed ten years from the date of grant, except that the term of an incentive stock option granted to an employee who owns more than 10% of the common stock may not exceed five years from the date of grant. The Compensation Committee may accelerate the exercisability of any or all outstanding options at any time for any reason.

Restricted stock. The Compensation Committee determines the number of shares of restricted stock granted to a participant and may subject any grant to performance requirements, vesting provisions, transfer restrictions and other restrictions and conditions as the Compensation Committee may determine in its sole discretion. The restrictions shall remain in force during a restricted period set by the Compensation Committee.

Stock appreciation rights. The Compensation Committee may grant a participant the right to receive, in cash or stock, the amount of any appreciation in the value of our stock over the exercise price of the stock appreciation right, which is set by the committee at the time of grant. The Compensation Committee has the same discretion to determine the terms of stock appreciation rights, including exercise price and vesting schedule that it has in the case of nonqualified stock options.

Termination of employment. If a participant leaves our employment, other than because of retirement, death or disability, the participant will forfeit any stock options or stock appreciation rights that are not yet vested, and any restricted stock for which the restrictions are still applicable, unless the participant remains as a non-employee director, advisor or independent contractor.

Amendment and termination of the Plan. The Compensation Committee may amend or terminate the Plan at any time, except that it may not make any amendment that requires stockholder approval as provided in Rule 16b-3 of the Exchange Act or Section 162(m) of the Internal Revenue Code without stockholder approval. The Plan will terminate on the day immediately preceding the tenth anniversary of its effective date, unless terminated earlier by the Compensation Committee.

New Plan Benefits. Stock incentive awards under the Plan are discretionary, so no future awards are determinable at this time. See “Executive Compensation” for information about incentives awarded under the Plan in prior years.

EMPLOYMENT AGREEMENT

Employment Agreement of Gerald W. Montiel

Under an employment agreement dated February 1, 2002, Gerald W. Montiel serves as our Chairman of the Board, Chief Executive Officer and Chief Marketing Officer. Under the agreement,

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Mr. Montiel earns a minimum base salary of $100,000 per year, beginning October 1, 2002. He may be awarded bonuses at the discretion of the Board of Directors. He is entitled to the employee benefits we offer to all of our employees. If Mr. Montiel’s employment is terminated for any reason other than (i) by Mr. Montiel’s voluntary resignation, (ii) by his death, disability or normal retirement or (iii) by us for cause, Mr. Montiel will be entitled to severance compensation equal to one year’s salary. During the three-year term of this agreement Mr. Montiel agreed to protect our confidential information, to refrain from competing with us, and to assign to us all rights in intellectual property developed by him during the term of his employment.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

License Agreement

We have been granted the exclusive and unlimited right to use the name, image and likeness of the Dickie Walker vessel in connection with the sale of our products and for our business generally. This right was granted under a license agreement between Gerald W. Montiel and us. The agreement was effective as of February 1, 2002 and has a 99-year term. Under the agreement, we have a right of first refusal to purchase the Dickie Walker vessel at fair market value. We also have the exclusive right to establish and protect trademarks that use the vessel’s name, image, structure or likeness. The agreement is binding on all subsequent owners of the vessel. We may terminate the agreement upon notice to Mr. Montiel, but he may terminate the agreement only in the event of a material breach by us. This agreement was approved by a majority of our disinterested directors who had access, at our expense, to our legal counsel or independent legal counsel.

Reimbursement Agreement

Mr. Montiel also has agreed to make the vessel available to us for corporate events, photo shoots and promotions pursuant to an agreement between Mr. Montiel, dated February 1, 2002 and us. Under the agreement we reimburse Mr. Montiel for expenses incurred in connection with our use of the vessel, including cost of crew, fuel, docking fees and maintenance. We are entitled to use the vessel a minimum of 60 days per year. The agreement has a 99-year term but may be terminated by us on 30 days’ notice. This agreement was approved by a majority of our disinterested directors. For the years ended September 30, 2003 and 2002 and the period from October 10, 2000 (inception) to September 30, 2001, the Company paid approximately $36,000, $24,400 and $34,000, respectively, in connection with this arrangement.

Arrangements with Up Close

We market sun glasses called “sun readers” under the Dickie Walker^™ brand which we buy on a purchase order basis from a company called Up Close, Inc. Up Close is owned by Mr. Montiel’s daughter, and Mr. Montiel is a minority shareholder in the Company. We pay Up Close within 30 days of invoice date. There is no other written agreement between Up Close and us. During the year ended September 30, 2002, and during the period from October 10, 2000 (inception) to September 30, 2001, we purchased products totaling approximately $43,000 and $6,000, respectively from Up Close. We purchased no products from Up Close in fiscal 2003.

Loans from Gerald W. Montiel

In January 2002, Mr. Montiel loaned us a total of $95,000 for working capital, which was evidenced by two unsecured promissory notes in the amounts of $50,000 and $45,000, both of which were repaid in March 2002. The notes accrued interest at 10% per annum.

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BOARD AUDIT COMMITTEE REPORT ON INDEPENDENT AUDITORS

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this proxy statement or future filings made by our company under those statutes, the Audit Committee Report, the Audit Committee Charter, and reference to the independence of the Audit Committee members, are not deemed filed with the SEC and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by our company under those statutes.

The following is the report delivered by the Audit Committee of our Board of Directors with respect to the principal factors considered by such committee in its oversight of the accounting, auditing and financial reporting practices of our company for fiscal year 2003.

Audit Committee Report

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors and consists of three directors, all of whom are independent within the meaning of the National Association of Securities Dealers (NASD) rules. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Annual Report including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Board of Directors has approved a written charter, which governs the Audit Committee.

The Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has received in writing information concerning the auditors’ independence from management and the company including the matters in the written disclosures required by the Independence Standards Board and considered the compatibility of non-audit services with the auditors’ independence.

The Committee discussed with our independent auditors the overall scope and plans for their audit. The Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-KSB for the year ended September 30, 2003 for filing with the SEC. The Committee and the Board have also recommended, subject to shareholder approval, the selection of Ernst & Young LLP as our independent auditors for fiscal year 2004.

Submitted by the

AUDIT COMMITTEE

James R. Smith (Chairman)

W. Brent Robinson (Member)

Norman Lefkovits, Jr. (Member)

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC and Nasdaq. Those persons are required by regulations promulgated under the Exchange Act to furnish us with copies of all reports filed pursuant to Section 16(a). Based upon copies of these reports, and upon written representations from the reporting persons, we believe that during the last fiscal year, all our executive officers, directors and 10% or more stockholders complied with Section 16 reporting requirements, except that one report covering one transaction was filed late by each of the following individuals: Julia Knudsen; Sandra Evans; Brent Robinson; and Brian Kaminer; and two reports covering three transactions were filed late by James Smith.

ANNUAL REPORT AND FINANCIAL STATEMENTS

Our Annual Report on Form 10-KSB for fiscal year ended September 30, 2003 accompanies this Proxy Statement. Our audited financial statements are included in our Form 10-KSB. Copies of the exhibits to the Form 10-KSB as filed with the SEC (excluding exhibits that are not specifically incorporated by reference in those documents) are available without charge to stockholders and may be obtained by writing our Corporate Secretary at 1405 South Coast Highway, Oceanside, California, 92054. The SEC also maintains a website at http://www.sec.gov/edgarhp.htm that contains the Form 10-KSB, the exhibits filed with the Form 10-KSB and other information which has been filed by us with the SEC.

CODE OF ETHICS

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a code of ethics that applies to all employees and directors of the company. A copy of the code of ethics can be obtained without charge by written request to Investor Relations, Dickie Walker Marine, Inc., 1405 South Coast Highway, Oceanside, California, 92054.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR

Proposals of our stockholders intended to be presented by such stockholders at the next annual meeting of stockholders to be held after the 2004 Annual Meeting must be received at our offices, 1405 South Coast Highway, Oceanside, CA 92054, between December 4, 2004 and December 24, 2004 in order that they may be included in the proxy statement and proxy for the 2005 Annual Meeting. All stockholder proposals must be submitted in writing and must conform to SEC regulations and our bylaws. If the date of the 2005 Annual Meeting is advanced by more than 20 days or delayed (other than as a result of adjournment) by more than 70 days from the anniversary of the 2004 Annual Meeting, any such proposals must be submitted not earlier than the 90^th day prior to such annual meeting and not later than the close of business on the later of the 70^th day prior to such annual meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made. Stockholders submitting proposals should direct them to our Corporate Secretary at 1405 South Coast Highway, Oceanside, California, 92054, using Certified Mail-Return Receipt Requested.

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OTHER MATTERS

As of the date of this proxy statement, we know of no other matters to be presented at the 2004 annual meeting. If any other business is properly presented at the 2004 annual meeting for action, the persons named in the enclosed proxy will vote on such matters in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with their best judgment.

By order of the Board of Directors,

/s/ Sandra L. Evans

Corporate Secretary

January 23, 2004

Oceanside, California

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APPENDIX I - PROXY

DICKIE WALKER MARINE, INC.

1405 South Coast Highway

Oceanside, California 92054

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Sandra L. Evans and Gerald W. Montiel as Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all shares of common stock of Dickie Walker Marine, Inc. held of record by the undersigned on March 8, 2004 or any adjournment thereof.

1. TO ELECT FIVE DIRECTORS

                                     FOR all nominees listed below

                                     WITHHOLD AUTHORITY to vote for all nominees listed below

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE’S NAME IN THE LIST BELOW).

GERALD W. MONTIEL W. BRENT ROBINSON JAMES R. SMITH NORMAN LEFKOVITS, JR. BRIAN F. KAMINER

2. TO APPROVE AN AMENDMENT TO THE 2002 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED THEREUNDER FROM 500,000 SHARES TO 750,000 SHARES.

                     FOR                      AGAINST                  ABSTAIN

3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2004.

                     FOR                      AGAINST                  ABSTAIN

4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO THE UNDERSIGNED.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement furnished herewith.

Dated:                         , 2004

Signature(s) of Stockholders

Signature(s) should agree with the name(s) stenciled hereon. Executors, administrators, trustees, guardians, and attorneys should indicate when signing. Attorneys must submit powers of attorney.

PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU ATTEND THE MEETING OR TO SUBMIT A LATER DATED REVOCATION OR AMENDMENT TO THIS PROXY ON ANY OF THE ISSUES SET FORTH ABOVE.

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