UNITED STATES
                       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

                   For the fiscal year ended December 31, 1999

                                       OR

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

               For the transition period from ________ to ________

                         Commission file number 0-13174
                         THE MARINA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

               INDIANA                                         35-1689935
    State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                        Identification No.)

11691 Fall Creek Road, Indianapolis, IN                         46256
(Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (317) 845-0270

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

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

                  Limited Partner Units and Depositary Receipts
                                (Title of class)

     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 (229.405 of this chapter) 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.( )

     The  aggregate   market  value  of  the  Limited   Partner  Units  held  by
non-affiliates  of the  registrant,  based upon the  average  bid prices of such
units  during the 60 day period ended March 27,  2000,  and assuming  solely for
purposes of this  calculation  that all executive  officers and Directors of the
registrant are affiliates, was approximately $14,404,000.  The source of the bid
quotation is the matching service made available by the Registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE



<PAGE>

                                    FORM 10-K

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I

Item 1          - Business                                                    1

Item 2          - Properties                                                  7

Item 3          - Legal Proceedings                                           7

Item 4          - Submission of Matters to a Vote of Security Holders         7

                                     PART II

Item 5          - Market for Partnership's Common Equity
                  and Related Security Holder Matters                         7

Item 6          - Selected Financial Data                                     9

Item 7          - Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        10

Item 7A         - Quantitative and Qualitative Disclosures
                  About Market Risk                                          13

Item 8          - Financial Statements and Supplementary Data                13

Item 9          - Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                     32

                                    PART III

Item 10         - Directors and Executive Officers                           32

Item 11         - Executive Compensation                                     33

Item 12         - Security Ownership of Certain Beneficial Owners
                  and Management                                             35

Item 13         - Certain Relationships and Related Transactions             37

                                     PART IV

Item 14         - Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K                                        38

SIGNATURES                                                                   40



<PAGE>

                                     PART I

ITEM 1. BUSINESS.

General

     The Marina  Limited  Partnership  (the  "Partnership")  was organized as an
Indiana limited partnership under the laws of the State of Indiana on October 7,
1986 for the purpose of reorganizing the business of The Marina Corporation (the
"Company").   The  Company  was  reorganized  into  a  publicly  traded  limited
partnership in order to eliminate the "double"  federal income tax on its future
earnings and  distributions.  The  Partnership  is the  successor-issuer  to the
Company. On December 29, 1986, the shareholders of the Company approved the plan
to reorganize the Company into the Partnership.  On December 30, 1986,  pursuant
to the plan of reorganization,  all of the assets and liabilities of the Company
were  transferred  to the  Partnership  in  exchange  for a  number  of units of
interest  ("Units") in the Partnership equal to the number of outstanding shares
of the Company's Common Stock,  and the Company  distributed the Units to or for
the  benefit  of  its  shareholders.  Units  represent  either  general  partner
interests  ("General  Partner  Units") or limited  partner  interests  ("Limited
Partner Units"). See Item 5, "Market for Partnership's Common Equity and Related
Security Holder  Matters."  Following the distribution of the Units, the Company
was dissolved.

     Effective as of the close of business on December 19, 1997, the Partnership
requested  that the  Limited  Partner  Units  cease  being  listed on The NASDAQ
SmallCap tier of The NASDAQ Stock Market.  After that date, transfers of Limited
Partner Units are  recognized by the  Partnership  only if they are made through
the  matching  service  that  has  been  established  by  the  Partnership.  The
Partnership  determined  that these  actions  were  necessary to ensure it would
continue to be treated as a partnership  for federal  income tax  purposes.  See
"Taxation of Interests in Publicly Traded Partnerships" below.

     The  Partnership's  principal  executive  offices are located at 11691 Fall
Creek  Road,   Indianapolis,   Indiana  46256,   and  its  telephone  number  is
317/845-0270. The affairs of the Partnership are managed by its general partner,
The Marina II Corporation (the "General Partner"),  an Indiana corporation.  The
General Partner's  principal executive offices and telephone number are the same
as those of the Partnership.

Investment Real Estate

     On December 31, 1999,  the  Partnership  owned  approximately  345 acres of
investment real estate.  Approximately  271 acres of this investment real estate
are  adjacent to Geist Lake,  and  approximately  74 acres are adjacent to Morse
Lake.  Substantially all of the properties  consist of partially wooded,  gently
rolling land adjacent to the lakes.  Homes and homesite sales revenue  accounted
for 41 percent of the Partnership's  revenues for 1999, 37 percent for 1998, and
31 percent for 1997.  There were no sales of investment land in 1999. Such sales
accounted for 4 percent of the Partnership's revenues for 1998 and 7 percent for
1997.

     Geist Lake. Geist Lake is an artificially  created reservoir located within
15  to  20  miles  driving  distance  of  the  downtown   business  district  of
Indianapolis,  Indiana. On December 31, 1999, the Partnership's  investment real
estate at Geist Lake  consisted  of  approximately  271  acres,  which are zoned
either  for  single-family   residential  use,  multi-family   residential  use,
commercial use, recreational use, or agricultural use. Approximately 23 acres of
the land at Geist Lake is being used for Geist  Marina  and Marina  Village  and
approximately 10 acres is being used for the Geist Harbor Club  facilities.  See
"Marine  Operations"  and  "Investment  Real Estate --  Commercial  Development"
below.

                                       1

<PAGE>

     Morse Lake. Morse Lake is an artificially  created reservoir located within
25  to  30  miles  driving  distance  of  the  downtown   business  district  of
Indianapolis,  Indiana.  On December  31,  1999,  the  Partnership's  investment
properties  at  Morse  Lake  consisted  of  approximately  74  acres  zoned  for
single-family  residential,  commercial,  and agricultural use. Approximately 18
acres of the land at Morse Lake is being used for the Morse Marina.  See "Marine
Operations" below.

     Residential  Development.  Bridgewater,  located near Geist Marina, was the
Partnership's  first single-family  project. It includes 81 homesites,  of which
development is complete.  The Partnership sold three  waterfront  homesites from
Bridgewater in 1999.  Homesite  revenue from these sales was $965,000.  Homesite
inventory  in  Bridgewater  at  December  31, 1999  consists of five  waterfront
homesites.

     The  Partnership   sold  eight   homesites  in  1999  from   Cambridge,   a
single-family  residential  development located at Geist Lake. In 1999, homesite
revenue from such  Cambridge  sales was  $1,062,000.  The Marina I L.P., a joint
venture,  sold 42 homesites  from  Cambridge in 1999.  See "Marina I" below.  At
December  31, 1999,  the  Partnership  had no homesites  remaining to be sold in
Cambridge,  while Marina I had 28 homesites remaining to be sold, of which 6 are
waterfront.  When  complete,  Cambridge  will include more than 400 homesites of
which 305 have been  developed.  All of the homesites  owned by the  Partnership
have been sold so that future homesite sales in Cambridge will be from Marina I.

     Marina I is  currently  in the  process of  developing  a new section of 34
waterfront  lots in  Cambridge.  These lots will be  available  in the spring of
2000.

     The  Partnership has developed  Morse  Overlook,  an upscale  single-family
homesite  project  located at Morse Lake.  Morse Overlook  includes 50 homesites
including 27 waterfront.  In 1999, the Partnership sold six homesites from Morse
Overlook  including one  waterfront  homesite.  These sales  generated  homesite
revenue of $477,000.  At December 31, 1999, the  Partnership had 28 homesites in
inventory of which 12 were waterfront.

     During 1998,  the  Partnership  completed  development of Sail Place, a new
residential  development  at  Geist  Lake  which  includes  30  homesites.   The
Partnership intends to build specially designed homes with smaller homesites and
a  unique  package  of  services  to  appeal  to a  more  mature  customer.  The
Partnership  intends to build all of the homes in Sail  Place to better  control
placement and the design of each home. The Partnership  sold five homesites with
homes in 1999 for total revenue of $2,809,000.

     The Partnership is currently developing a new residential  community in the
Geist Lake area  containing 81 homesites in the first section.  Canal Place will
be a  combination  of  waterfront,  water  access  and  off-water  lots  with an
estimated  total of 360  homesites.  It is expected that  homesites in the first
section will be available in the summer of 2000.

     Marina I has  developed  Weatherstone,  a new  community  in the Geist area
containing  62  homesites.  All homesites are off-water and are being sold to an
upscale  production  builder who will provide homes in the upper price range for
production  homes,  below the price of the typical  custom home.  Currently  the
contract  provides for the builder to acquire three lots per month commencing in
March 2000.

                                       2

<PAGE>

     The  Partnership's  current land  ownership  and the land owned by Marina I
will  take a number  of years  to  develop  and  sell  under  reasonable  market
conditions.  However,  due to a sand and gravel mining  project in Geist Lake by
Irving  Materials,  Inc.  ("Irving"),  the  availability of some of the land for
residential  development  by Marina I may be delayed for six years or more.  The
Partnership may acquire  additional  land for development  during this period to
properly balance the mix of off-water  homesites to waterfront  homesites and to
continue  development  until the  balance of the Irving land is  available.  The
Partnership  expects to have a sufficient  inventory of homesites for 2000.  See
"Investment Real Estate - Marina I", below.

     Homesite   Financing   Arrangements.   The  Partnership  sells  residential
homesites for cash or mortgage. The Partnership finances homesite purchases, and
requires a minimum down payment of 10% of the price of the homesite. The balance
of the contract  price,  plus  interest,  is payable over seven years,  although
typically most  contracts are paid in full within two years.  When a homesite is
sold to an individual  purchaser on contract, a warranty deed is conveyed to the
purchaser,  and the  purchasers  execute an  installment  promissory  note and a
purchase money real estate mortgage to the Partnership.  In 1999, 1998 and 1997,
interest  rates on homesites sold on contract were 9% the first year, 10% in the
second year, and 12% for the remainder.

     Investment  Property.   The  Partnership  continues  to  acquire  and  sell
commercial  investment  land near  Geist  and  Morse  Lakes.  During  1999,  the
Partnership  sold no  investment  land  compared  with two parcels of land for a
total of $605,000 in 1998.  Most of the commercial land near Geist Lake has been
sold.

     Marina Village.  The  Partnership  operates a 21,000 square foot retail and
office development known as Marina Village. This building includes 15,000 square
feet of retail  space and 6,000  square feet of office  space,  all of which has
been leased except for 2,000 square feet which is the office of the Partnership.
The Partnership realized $248,000 in rental income from Marina Village in 1999.

     Marina I. The  Partnership is the general  partner of The Marina I L.P., an
Indiana limited partnership ("Marina I"), and Irving Materials,  Inc. ("Irving")
is the sole  limited  partner.  Marina I has a right to receive and develop more
than 150 acres of Irving land in the vicinity of Geist Lake. Irving continues to
mine and extract sand and gravel from the remaining property, and it contributes
parcels of the land to Marina I when the extraction is complete. The Partnership
is responsible for developing and selling the property for residential use.

     The  Partnership,  as general  partner,  and  Irving,  as limited  partner,
received  $1,270,000  and  $1,285,000  cash  and  property,   respectively,   in
distributions during 1999.  Additionally,  the Partnership recognized $2,040,000
in equity  earnings  from Marina I for the 42 homesites  sold in  Cambridge  and
other related  activities in 1999.  See  "Investment  Real Estate -- Residential
Development" above.

     Flatfork  Creek  Utility.  The  Partnership  and Irving are each 50 percent
shareholders  of Flatfork  Creek  Utility,  Inc.,  an Indiana  corporation  (the
"Corporation.")  The Corporation was formed to complete the  construction of and
operate the wastewater  treatment plant and  interceptor  sewer lines to service
land in the northeast Geist area. Construction of the interceptor sewer line and
the first phase of the  wastewater  treatment  plant was completed in 1994.  The
first phase of the plant will serve  approximately 430 homes. The Corporation is
subject  to  regulation  by  the  Indiana  Utility  Regulatory  Commission.  The
Corporation  recorded  a  $70,000  net loss for 1999,  of which the  Partnership
accounted for its 50% share as a decrease in its investment in the  Corporation.
The  Corporation  expects  minor  operating  losses for the next several  years.
During 1998, the  Corporation  retired a $1,567,000 bank loan using the proceeds
of a $1,350,000  demand note borrowing from the  Partnership  with the remainder
paid from the Corporation's internal funds. During 1999, the Corporation retired
$750,000 of this borrowing.

                                       3

<PAGE>

Marine Operations

     The  Partnership  owns two marinas  located at Geist and Morse  Lakes.  The
marinas  consist of  approximately  1,200 boat docks,  three public  access boat
launching ramps,  and several storage and other buildings.  The operating season
for the marinas  depends upon  weather  conditions,  but is  typically  from the
middle of April through the middle of October.

     Marine operations accounted for 37 percent of the Partnership's revenues in
1999,  42 percent in 1998,  and 43 percent  in 1997.  The  principal  sources of
revenues are from the rental of boat docks,  boat  launching  fees,  boat sales,
service repair work and, to a lesser extent,  from winter boat storage,  and the
sale of  gasoline,  boating  supplies,  boat  docks and  lifts,  food  items and
miscellaneous services.

     The marine  operations  are affected by inclement  weather,  which tends to
discourage boating and reduce revenues.  Also, because Geist and Morse Lakes are
reservoirs for the Indianapolis  area water supply,  the levels of the lakes may
fall during drought periods,  making boating hazardous and reducing recreational
use.  Recreational  use was  curtailed  in the fall of 1999 due to the low water
with minimal impact on revenue from marine operations.

Recreational Facilities

     The  Partnership  operates  recreational   facilities  at  Geist  Lake  for
residents  of  the  Partnership's  residential  developments  and  residents  of
communities developed by The Shorewood Corporation.  The recreational facilities
include a clubhouse and three pools.  The operating  season for the pools begins
on Memorial Day weekend and extends to Labor Day weekend,  but the  clubhouse is
available for rental throughout the year.

Future Operations

     The General Partner expects that the Partnership will continue to: (1) sell
investment  real estate from time to time  depending  on market  conditions  and
other  factors;  (2) pursue  development  activities,  including the building of
homes on the  Partnership's  real  estate;  (3) seek to enhance the value of the
Partnership's  investment  real  estate by making  certain  improvements  and by
acquiring additional surrounding real estate; (4) acquire additional real estate
for investment;  and (5) operate the marine business.  See Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Competition

     Investment Real Estate.  Although there are numerous real estate properties
in the  Indianapolis  metropolitan  area available for development of homesites,
there are only a limited number of  water-oriented  properties.  The Partnership
believes  that,  of  those  water-oriented   properties  that  are  or  will  be
economically suitable for development of homesites, the Partnership's properties
are among those with the greatest  long-term  development  potential,  primarily
because of the character of the lakes to which the Partnership's  properties are
adjacent  and the  extent and types of  development  at such  lakes.  There are,
however,  water-oriented properties owned by other developers that are available
for  development  of  homesites  that  are  equally  desirable.  There  is a new
residential  project  currently  under  development by a local  developer at the
north end of Geist Lake which will include approximately 300 homesites, of which
approximately  40  will  be  waterfront  homesites.  Competition  in  commercial
development has become more  significant due to the increased zoning of land for
commercial use in the area of Geist Lake.

                                       4

<PAGE>

     Marine Operations. The Geist Marina provides the only boat docks, gas pumps
and  launching  ramps on Geist Lake  available to the general  public.  At Morse
Lake, the Town of Cicero  operates boat docks and gas pumps in competition  with
the Morse Marina.

     There are numerous marine dealers in the Indianapolis  market and therefore
competition is significant in the boat sales and service area.

Regulation

     The  Partnership's  real  estate is  subject to  governmental  regulations,
particularly zoning  regulations,  restrictions on construction in flood plains,
wetlands  protection,  and restrictions on water and waste disposal systems.  To
the extent  applicable,  any  developer  of the  property  must comply with such
regulations,  as well as the Federal  Interstate Land Sales Full Disclosure Act,
water pollution and water quality control  regulations,  and other miscellaneous
regulatory  requirements.  The Partnership  cannot predict the cost or effect of
future regulations on the development potential of its real estate.

Employees

     The Partnership has approximately 33 full-time  employees (most of whom are
primarily engaged in marine operations) and a number of part-time  employees who
work on a seasonal basis.  The General Partner is responsible for the management
of the  Partnership's  affairs.  There are four officers of the General Partner,
all of whom devote their  full-time  duties to activities of the General Partner
and the Partnership.

Taxation Of Interests In Publicly Traded Partnerships

     Until the close of business on December 19,  1997,  the  Partnership  was a
publicly  traded  partnership  (PTP) under the definitions set forth in Internal
Revenue Code Section  7704.  Section 7704 provides that a PTP will be treated by
the Internal  Revenue  Service as a  corporation,  and thus be subject to double
taxation instead of the usual "pass-through  taxation" of a partnership,  unless
the PTP meets  certain  income  requirements,  which are  discussed  below.  The
Partnership was not subject to these  requirements until January 1, 1998 because
it was a PTP at the time Section 7704 was adopted and,  therefore,  was exempted
from the  application  of Section 7704 through 1997 as long as it did not engage
in a substantial new line of business.

     A PTP is treated as a corporation for federal income tax purposes unless 90
percent  or  more  of the  partnership's  gross  income  for  each  tax  year is
"passive-type  income." In general,  income from the  Partnership's  real estate
activities  qualifies as passive-type income, while income from the operation of
the two  marinas  and the  recreational  facilities  and from the  Partnership's
interests  in Flatfork  Creek  Utility,  Inc. and  Dockside  Cafe L.P.  does not
qualify as  passive-type  income.  The General  Partner  believed  that,  unless
actions were taken during 1997 to cease being classified as a PTP, it was likely
the  Partnership  would be taxed as a  corporation  commencing  January  1, 1998
because it was  expected  that less than 90 percent of the  Partnership's  gross
income would be passive-type income.

     The General Partner  believed it was desirable to continue to be treated as
a partnership  for federal  income tax purposes.  As a result,  the  Partnership
elected to de-list from NASDAQ effective as of the close of business on December
19, 1997,  in order to avoid  continuing  to be  classified  as a PTP. ATER THAT
DATE,  TRANSFERS OF LIMITED PARTNER UNITS ARE RECOGNIZED BY THE PARTNERSHIP ONLY
IF THEY ARE MADE THROUGH THE MATCHING  SERVICE  ESTABLISHED BY THE  PARTNERSHIP.
The only  exceptions  to this  restriction  are certain  transfers  among family
members and transfers by reason of death.

                                       5

<PAGE>

     In order to ensure that the  Partnership  will  continue to be treated as a
partnership for federal income tax purposes,  the matching service will strictly
follow rules and regulations  created by the Internal Revenue Service. To buy or
sell under the matching service, a person will need to contact the Partnership's
office and  express  an  interest  to either (i) buy or sell at a certain  price
determined by the person (a "non-firm price quote"), or (ii) buy or sell without
an  accompanying  price (a  "non-binding  indication  of  interest").  Neither a
non-firm price quote nor a non-binding  indication of interest  commits a person
to buy or sell. The Partnership will record the person's  information on a quote
sheet,  including the number of units to be bought or sold if  appropriate,  and
send  that  person  a copy  of  the  quote  for  confirmation.  All  information
concerning  quotes and  indications  of interest will be made known to inquiring
partners and potential buyers.

     If a person has expressed a desire to sell, the  Partnership is required to
wait at least 15 calendar days from the "contact date" (the date the Partnership
receives written confirmation from the listing person that Limited Partner Units
are available for sale) before information is made available to potential buyers
or to the seller.

     The  closing of a sale may not occur less than 45  calendar  days after the
contact  date.  A seller may  specify a time  period  after  which the  seller's
information  is removed from the list. In no event may the seller's  information
be made  available  to potential  buyers  after 120 days from the contact  date.
After the seller's  information is removed from the matching service, the seller
may not list with the  matching  service for at least 60 calendar  days. A buyer
may specify a time after which the buyer's information is removed from the list.
The buyer's  information  will be deleted  from the list after 120 days from the
contact date, unless the buyer specifies a shorter time period.  However, unlike
a seller, a buyer may immediately  enter another quote or indication of interest
onto the list.

     If a match or  potential  match is made,  both the buyer and seller will be
notified. Each such party will be notified of the other party's quote, and if no
exact  match is made,  either  party may submit a written  offer,  which will be
conveyed to the other party. Once a match is reached between a buyer and seller,
the  Partnership  will  notify  both  parties  and  indicate  a closing  date in
accordance  with  IRS  rules  and   regulation.   The  seller  will  submit  the
certificates  for the Limited  Partner Units being sold on or before the closing
date,  and the buyer will submit a check,  made out in the seller's name, to the
Partnership or its transfer agent. The check will be forwarded to the seller and
the transfer  agent will prepare a new  certificate in the buyer's name. In some
circumstances,  the  Partnership  may  reserve  the right to  postpone  closings
immediately prior to the distribution to the partners.

     The total  number of Limited  Partner  Units that may be sold  through  the
matching  service in any calendar year is limited to 10% of all the  outstanding
units,  which is presently  41,600 units. If that limit is reached,  which seems
unlikely given the past trading volume,  the Partnership will halt sales through
the matching service until the next year.

     Because the matching  service is a new system,  the  Partnership may refine
the procedures for its operation over time. In addition, Congress or the IRS may
adopt  new  laws,  rules  and  regulations   impacting  the  matching  service's
procedures  that would require the Partnership to make changes to the procedures
or adversely affect its ability to offer the matching service.

     The  Internal  Revenue Code also  provides  that the  passive-loss  rule of
Section 469 is to be applied separately for the tax attribute items of each PTP,
and that a  partner's  share of net  income  from a PTP  will  generally  not be
treated as income from the passive activity but rather as portfolio  income.  In
general,   under  these  separate   application   rules,  the  income  from  the
Partnership,  while it was a PTP, may not offset  losses from a partner's  other
passive activities.

                                       6

<PAGE>

ITEM 2. PROPERTIES.

     The Partnership's  properties are substantially described in Item 1 of this
Part I. See "Investment Real Estate" and "Marine Operations."

     The Partnership has title to all of its real estate,  substantially  all of
which has been  covered  by  blanket  title  insurance  commitments.  All of the
properties  are subject to certain  telephone,  highway,  pipeline  and electric
power line  easements.  The Morse and Geist Lake  properties are also subject to
the easements and restrictions of the Indianapolis Water Company ("IWC"),  which
owns  the  reservoirs  for  water  supply  purposes.   In  connection  with  the
maintenance,  protection and operation of its water supply  reservoirs,  IWC has
retained a 20-foot  easement  around the  shoreline of both  reservoirs  and has
imposed  restrictions on the adjacent land. IWC is permitted access to the lakes
for all purposes  reasonably  necessary to their  operation and  maintenance  as
reservoirs, and certain uses of the land that could cause pollution of the lakes
are  prohibited.  There  are no  mortgages  on  the  Partnership's  real  estate
properties.

ITEM 3. LEGAL PROCEEDINGS.

     There is no material proceeding in which any director, officer or affiliate
of the  Partnership,  or any  associate  of any such  director or officer,  is a
party, or has a material interest,  adverse to the Partnership.  The Partnership
is not involved in any administrative or judicial  proceedings arising under any
federal,  state or local  provisions  which  have been  enacted  or  adopted  to
regulate the discharge of materials into the  environment or otherwise  relating
to the protection of the  environment  other than those normally  encountered as
part of the development business.

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

     No matter was submitted to a vote of security holders of the Partnership in
the fourth quarter of 1998.

                                     PART II

ITEM 5. MARKET FOR PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
        MATTERS.

     Effective as of the close of business on December 19, 1997 the  Partnership
requested  that the  Limited  Partner  Units  cease  being  listed on The NASDAQ
SmallCap  Market tier of The NASDAQ  Stock Market  under the symbol  MRNCZ.  The
following table sets forth for 1998 and 1999 the representative high and low bid
quotations of the  Partnership's  Limited  Partner  Units as reported  through a
matching  service  made  available  by  the  Partnership.  Such  bids  represent
non-binding indications of interest in buying and not a firm commitment to buy.

                              1998                           1999
                              ----                           ----
                      High            Low             High            Low
Quarter Ended          Bid            Bid              Bid            Bid
-------------          ---            ---              ---            ---
  March 31           $   --         $   --           $31.50         $31.50
   June 30           $30.00         $28.00           $30.00         $30.00
September 30         $30.00         $30.00           $34.00         $34.00
 December 31         $31.50         $30.50           $36.00         $36.00

                                       7

<PAGE>

     There is no  established  public  trading  market for the  Limited  Partner
Units.  During the 60-day period that ended March 27, 2000,  there were two bids
to purchase at $36 per unit.  It is  anticipated  that such bids will be revised
downward once the Partnership  makes an annual  distribution.  The source of the
bid quotation is through a matching  service made available by the  Partnership,
and such bids represent non-binding  indications of interest in buying and not a
firm commitment to buy.

     During 1999 there were 6,117 units traded through the matching service. The
Partnership is aware that  additional  units were traded outside of the matching
service  during  1999.  IN ORDER TO  COMPLY  WITH THE  FEDERAL  TAX  RULES,  THE
PARTNERSHIP  WILL NOT  RECOGNIZE A TRANSFER  CONDUCTED  OUTSIDE OF THE  MATCHING
SERVICE UNLESS SUCH TRANSFER MEETS A SPECIFIED  EXCEPTION THAT WILL NOT ENDANGER
THE  PARTNERSHIP'S  CONTINUED  TREATMENT AS A PARTNERSHIP FOR FEDERAL INCOME TAX
PURPOSES (SEE ITEM 1 - TAXATION OF INTERESTS IN PUBLICLY  TRADED  PARTNERSHIPS).
In such cases, the Partnership may at its option recognize such transfers.

     On March 27, 1999 there were  approximately  408 record  holders of Limited
Partner Units of the Partnership.

     On each of April 5,  1999 and  April  2,1998,  the  Partnership  made  cash
distributions  of  $3.85  and  $3.50   respectively  per  unit.  No  other  cash
distributions were made during 1998 and 1999.

     The  General  Partner  intends  to  cause  the  Partnership  to  make  cash
distributions  from its net cash flow as often as the  General  Partner,  in its
discretion, believes it to be feasible and prudent for the Partnership. Although
the number,  amount, and timing of cash distributions in any given year may vary
substantially,  it is currently  anticipated that the Partnership will make cash
distributions  in an amount  sufficient to cover the tax  liability  incurred by
Partners from Partnership  operations.  The preceding  discussion regarding cash
distributions  are forward looking  statements.  There can be no assurance as to
the amount or timing of Partnership cash  distributions,  and the Partnership is
not obligated to make any such distributions.

     Pursuant to the  reorganization of the Company into the Partnership,  Units
in the Partnership received by the Company (and subsequently  distributed to the
shareholders  of the Company)  were divided  between  General  Partner Units and
Limited Partner Units. The economic interests in the Partnership  represented by
a General Partner Unit and Limited  Partner Unit are identical.  General Partner
Units are vested with the  authority  to manage the affairs of the  Partnership.
Limited Partner Units carry no management authority.

                                       8

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     The selected  financial data  presented  below for each of the years in the
five-year  period  ended  December  31,  1999 are  derived  from  the  financial
statements of the Partnership,  which have been audited by KPMG LLP, independent
certified  public  accountants.  The  financial  statements  for the years ended
December 31,  1999,  1998,  and 1997,  and the  auditors'  report  thereon,  are
included in Part II, Item 8.

                (In thousands, except per unit or share amounts)
                             Years Ended December 31

<TABLE>
<CAPTION>
Selected Statement of Earnings Data:                 1999             1998             1997             1996             1995
------------------------------------                 ----             ----             ----             ----             ----
<S>                                               <C>              <C>              <C>              <C>              <C>
Homes and homesite sales                          $ 5,649          $ 4,222          $ 2,733          $ 3,387          $ 4,992
Marine revenues                                     5,106            4,784            3,791            3,156            3,065
Gain on land sales                                     --              498              661               40              498
Equity in earnings of investee companies            2,005            1,032              992              386              920
Other revenues                                        841              862              726              723              602
Earnings before income taxes                        4,212            3,809            3,742            3,034            4,391
Net earnings                                        4,212            3,809            3,742            3,034            4,391
Earnings per unit 1)                                 6.24             5.64             5.54             4.49             6.50
Cash distribution per unit 1)                        3.85             3.50             3.25             3.25             2.00

Selected Balance Sheet Data:

Total assets                                       22,982          $21,643          $20,038          $18,450          $17,691
Debt obligations                                       --               --               --               --               --
Partners' equity                                   22,221           20,607           19,178           17,630           16,786
</TABLE>

     1) Earnings  and cash  distribution  per unit have been  calculated  on the
following basis:

<TABLE>
<CAPTION>
                                       Earnings                     Cash Distributions
                                       --------                     ------------------
                               General          Limited          General          Limited
                               Partner          Partner          Partner          Partner
        Period                  Units            Units            Units            Units
        ------                  -----            -----            -----            -----
<S>                            <C>              <C>              <C>              <C>
1999                           257,952          416,715          257,952          416,715
1998                                                             257,952          417,183
   January 1-November 30       257,952          417,183
   December 1 - December 31    257,952          416,715
1997                           201,188          473,947          201,188          473,947
1996                                                             196,714          478,421
   July 1 - December 31        201,188          473,947
   January 1 - June 30         196,714          478,421
1995                           196,714          478,421          196,714          478,421
1994                           196,714          478,421          196,714          478,421
</TABLE>

                                       9

<PAGE>

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

     The  following   discussion   and  analysis  is  intended  to  address  the
significant  factors  affecting  the  Partnership's  results of  operations  and
financial  condition.  It is designed to provide a more comprehensive  review of
the  operating  results and  financial  position  than could be obtained from an
analysis of the  financial  statements  alone.  It should,  however,  be read in
conjunction  with the financial  statements and related notes,  and the Selected
Financial  Data,  included  elsewhere  herein.  Also see Item 1 - "Business" for
additional discussion of operations.

General

     The Partnership's principal sources of revenue in 1999 were consistent with
1998, and included  revenue from homes and homesite  sales,  marine  operations,
equity in earnings of investee companies, and interest and rental income.

     The Partnership's primary sources of revenue were as follows:

                                                   1999        1998       1997
                                                   ----        ----       ----

Homes  and Homesite Sales                           41%        37%         31%
Marine Operations                                   37%        42%         43%
Equity in Earnings From Investee Companies          15%         9%         11%

     Homesite Sales

     The following table presents the total homesite sales as well as dispersion
by community:

     Year      Bridgewater      Cambridge      Morse Overlook     Total
     ----      -----------      ---------      --------------     -----
     1999           3               8                6             17
     1998           2               3                11            16
     1997           7               13               1             21

     Home Sales

     During 1999, the  Partnership  completed  construction  and sold eight home
compared to six in 1998.

     Marina I L.P.

     The Partnership is the general partner of Marina I which has also developed
homesites in Cambridge.  During 1999,  Marina I sold 42 homesites from Cambridge
as  compared  to 28  homesite  sales in 1998 and 21 in 1997.  Marina I  recorded
$612,500  in revenue  during  1999 as its share from the  Partnership's  sale of
homesites that were partially owned by Marina I, as compared to none in 1998 and
$104,600 in 1997.

     The  Partnership's  development  or sales of  investment  real  estate  and
residential homes and homesites are affected by several factors such as economic
conditions,  interest rates, zoning,  environmental regulation,  availability of
utilities, population growth in the area, and competition.

                                       10

<PAGE>

     Marine Operations

     The principal sources of revenues for the marine business are the rental of
boat docks,  boat  launching  fees,  boat sales,  and service  repair work. To a
lesser  extent,  revenues are generated  from winter boat  storage,  the sale of
gasoline,  boating accessories,  boat docks, lifts, food items and miscellaneous
services.  Most docks at the Morse  Marina  and Geist  Marina are rented for the
April to October  boating  season.  Annual dock rental payments are due prior to
the  beginning  of the boating  season  resulting  in the majority of cash being
received during the first six months of the year; most expenses,  however, occur
during the peak boating  months of the summer.  Boat dock  revenues are deferred
when received and  recognized as earned during the boating  season.  Winter boat
storage  generates  revenues  for the October to April  storage  season,  and is
recognized as earned during the storage season.

     The  Partnership's  marine  operations are affected by weather  conditions,
since inclement weather tends to discourage  boating and reduce revenues.  Also,
because Geist and Morse Lakes are  reservoirs  for the  Indianapolis  area water
supply, the levels of the lakes may fall during drought periods,  making boating
hazardous. Marine operations are also affected by economic conditions, including
inflation.  During  recessionary  periods,  recreational  boating  decreases and
revenues from the operation of the marinas  decrease  accordingly.  Increases in
the cost of boating caused by inflation also adversely affect the Partnership.

Reservoir Water Levels
Marine Operations

     During 1999 the precipitation experienced in the Morse and Geist Lakes area
was  insufficient  to maintain the water at normal levels.  Such condition had a
minimal impact on the Partnerships'  marine operations for the year and will not
significantly  impact the first quarter of 2000.  However,  if  precipitation is
insufficient to return the water to substantially normal levels by early spring,
the  Partnerships'  Marine  results  of  operations  in the  year  2000  will be
adversely affected. During the first quarter of 2000 the water levels have risen
but are not yet at normal level.  In certain  previous years the reservoirs have
experienced  inadequate  precipitation  to  maintain  the  water  level  but the
reservoirs have always returned to normal levels in the spring.  However,  there
is no assurance that the same pattern will be repeated. The foregoing discussion
of reservoir  water levels  include  forward-looking  statements  reflecting the
Partnership's  current  knowledge  of the  impact  of  water  levels  on  marine
operations.  Various factors (including  precipitation  levels or actions by the
Indianapolis  Water  Company,  which  controls the  reservoirs  for water supply
purposes) could impact marine operations in a manner  materially  different from
those contemplated by the Partnership.

Homesite Sales

     Because of the low water level described in the preceding paragraph, should
the  reservoirs  not  return to  substantially  normal  levels,  there may be an
adverse impact on water oriented homesite sales.

Liquidity and Capital Resources

     The General  Partner of the  Partnership  believes  that current  funds and
funds generated by homes and homesite sales, marine operations,  land sales, and
bank loans  will be  sufficient  to satisfy  its  working  capital  requirements
through the end of 2000. On December 31, 1999, the Partnership had cash and cash
equivalents,  including short-term investments,  of $8,527,000.  On December 31,
1999, the Partnership did not have any significant  contractual  commitments for
capital  expenditures  to be made during  2000.  During  1999,  the  Partnership
expended  approximately  $2,866,000,  net of  payments  received,  for  home and
homesite development costs. In addition, approximately $63,000 was spent for the
Partnership's  recreational  facilities,  and  $405,000  was expended for marina
property and equipment.

     On a  long-term  basis,  major  sources of  liquidity  are  expected  to be
revenues from marine  operations,  sales of homes and  homesites and  investment
land, distributions from investee companies, and if necessary,  bank borrowings.
The Partnership currently expects that funds from current reserves and operating
cash flow will be sufficient to satisfy future capital needs.

                                       11

<PAGE>

Results of Operations

     1999  Compared to 1998.  Net  earnings  increased  by $403,500 in 1999 from
1998.  This increase was  primarily  due to an increase in equity  earnings from
investee companies of $973,000. Such increase was partially offset by a decrease
in gains on the sale of  investment  land of  $498,000  and an increase in other
expenses of $113,000.

     Earnings  from homes and  homesite  sales were  $1,281,000  in 1999,  which
compares to $1,297,000 in 1998.  Earnings from homesite sales  decreased in 1999
compared  to 1998 due to a shift of homesite  sales to Marina I. This  reduction
was substantially offset by the sale of eight completed homes as compared to six
in 1998.

     The  Partnership  recognized  $2,040,000  as its share of the earnings from
Marina I in 1999,  compared to  $1,072,000 in 1998.  Such increase  results from
homesite sales of $5,829,000 in 1999 as compared to $3,447,000 in 1998.

     The  decrease  in  the   Partnership's   income  from  homesite   sales  is
substantially offset by the increase in equity income from Marina I. This is the
result of the remaining  Cambridge  homesites having been predominantly owned by
Marina I rather than the Partnership;  future homesite sales from Cambridge will
be from Marina I. The sales by Marina I are not  reflected in homesite  sales in
the Partnership's  Statement of Earnings,  rather the Partnership's share of net
earnings is included as equity in earnings on the Statement of Earnings.

     During  1999,  the  Partnership  sold  no  commercial   property  held  for
investment  at Geist  and Morse  Lakes  compared  to a gain  from such  sales of
$498,000 in 1998.

     The Partnership is a 50 percent owner in Flatfork Creek Utility,  Inc. (See
Item 1 "Business")  As a result,  the  Partnership  recognized a loss in 1999 of
$35,000  compared  with a loss  of  $81,000  in  1998.  Flatfork  expects  minor
operating losses for the next several years.

     On April 5, 1999, the Partnership made a cash  distribution to the partners
of record on March 25,  1999 of $3.85 per unit of  partnership  interest,  for a
total of $2,597,000.

     1998 Compared to 1997. Net earnings increased by $66,000 in 1998 from 1997.
This increase was primarily due to an increase in earnings after direct costs of
$167,000  from marine  operations,  an increase in net rental income of $136,000
and an increase in equity  earnings  from  investee  companies of $40,000.  Such
increases  were  partially  offset by a decrease  in  earnings  from the sale of
homesites  of  $71,000,  a decrease in gains on the sale of  investment  land of
$163,000 and an increase in other expenses of $42,000.

     Earnings  from homes and  homesite  sales were  $1,297,000  in 1998,  which
compares to $1,368,000 in 1997.  Earnings from homesite sales  decreased in 1998
compared  to 1997 due to a shift of homesite  sales to Marina I. This  reduction
was partially  offset by the sale of six completed homes  improving  earnings as
compared to 1997.

     The  Partnership  recognized  $1,072,000  as its share of the earnings from
Marina I in 1998,  compared to  $962,000 in 1997.  Such  increase  results  from
homesite sales of $3,447,000 in 1998 as compared to $3,057,000 in 1997.

                                       12

<PAGE>

     The  decrease  in  the   Partnership's   income  from  homesite   sales  is
substantially offset by the increase in equity income from Marina I. This is the
result of the remaining  Cambridge homesites being predominantly owned by Marina
I rather than the Partnership.

     During 1998, the Partnership  sold commercial  property held for investment
at Geist and Morse Lakes for an aggregate $605,000,  which resulted in a gain of
$498,000 compared to a gain of $661,000 in 1997.

     Earnings from marine operations  increased in 1998 over 1997 as a result of
an increase in revenues of $994,000. This results from substantially  consistent
increases in all  significant  areas of marine  operations.  Such  increases are
primarily  attributable  to volume  increases  stemming  from a strong  economic
environment.  The marine  business is recreational in nature and a good economic
climate  results  in more  disposable  income,  some of  which  is  directed  to
recreational goods and services.

     The Partnership is a 50 percent owner in Flatfork Creek Utility,  Inc. (See
Item 1 "Business")  As a result,  the  Partnership  recognized a loss in 1998 of
$81,000 compared with equity income of $20,000 in 1997.

     On April 2, 1998, the Partnership made a cash  distribution to the partners
of record on March 23, 1998, of $3.50 per unit of  partnership  interest,  for a
total of $2,363,000.

From  time to time,  the  Partnership  may  publish  forward-looking  statements
relating  to  such  matters  as  anticipated  financial  performance,   business
prospects,  development  activities and similar matters.  The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In  order  to  comply  with  the  terms  of the  safe  harbor,  the
Partnership notes that a variety of factors could cause the Partnership's actual
results and experiences to differ  materially  from the  anticipated  results or
other expectations  expressed in the Partnership's  forward-looking  statements.
The  risks  and  uncertainties  that may  affect  the  operations,  performance,
development and results of the Partnership's business include the following: (i)
the risk of adverse changes in the future level of demand for real estate by the
Partnership's  customers and  prospective  customers  caused by regional or real
estate-specific  economic  downturns,  (ii) the potential for adverse changes in
federal income tax laws or regulations  that might prevent the Partnership  from
continuing to be taxed as a partnership for income tax purposes, and (iii) other
risks  detailed  from  time  to  time  in the  Partnership's  filings  with  the
Securities and Exchange Commission.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Pursuant to Item 305(e) of Regulation  S-K, the Partnership is not required
to provide  information  in  response to this Item 7A because it  satisfies  the
requirements for a "Small Business Issuer."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The  following  are the financial  statements  of the  Partnership  and The
Marina I L.P. for the years ended  December 31, 1999,  1998,  and 1997,  and the
independent  auditors'  reports  thereon.  A list of the reports  and  financial
statements appears in response to Item 14 of this report.

                                       13

<PAGE>

                          Independent Auditors' Report



The Partners
The Marina Limited Partnership:

We  have  audited  the  accompanying   balance  sheets  of  The  Marina  Limited
Partnership  as of December  31, 1999 and 1998,  and the related  statements  of
earnings,  partners'  equity  and  cash  flows  for  each  of the  years  in the
three-year  period ended December 31, 1999.  These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of 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 Marina Limited Partnership
as of December 31, 1999 and 1998, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1999, in
conformity with generally accepted accounting principles.




KPMG LLP
Indianapolis, Indiana
February 15, 2000

                                       14

<PAGE>

                         THE MARINA LIMITED PARTNERSHIP

                                 Balance Sheets

                           December 31, 1999 and 1998


                                     Assets

<TABLE>
<CAPTION>
                                                                            1999                 1998
                                                                        -----------          -----------

<S>                                                                     <C>                    <C>
Cash and cash equivalents                                               $ 8,527,375            5,960,801
Receivables from homesite sales                                             511,351            1,032,963
Other receivables and assets                                                405,400              415,867

Properties held for sale:
   Homes and homesites available for sale                                 2,636,681            3,256,585
   Land and land improvements (note 3)                                      976,837              941,116
                                                                        -----------          -----------
                                                                          3,613,518            4,197,701
                                                                        -----------          -----------

Property and equipment (note 2):
   Marine property and equipment, net                                     3,098,687            3,014,095
   Recreational facilities, net                                             487,897              500,741
   Commercial properties, net                                             2,133,992            2,301,370
                                                                        -----------          -----------
                                                                          5,720,576            5,816,206
                                                                        -----------          -----------

Other investments (note 4):
   Marina I                                                               3,700,356            2,930,267
   Investments in and advances to Flatfork Creek Utility                    503,548            1,289,030
                                                                        -----------          -----------

                                                                        $22,982,124           21,642,835
                                                                        ===========          ===========

                              Liabilities and Partners' Equity

Accounts payable                                                            400,979              649,690
Accrued bonuses                                                             157,534              104,267
Deferred revenues and sale deposits                                         202,148              282,161
                                                                        -----------          -----------
         Total liabilities                                                  760,661            1,036,118
                                                                        -----------          -----------

Partners' equity:
   General partner - 257,952 units outstanding                            8,511,679            7,894,298
   Limited partners - 416,715 units outstanding                          13,709,784           12,712,419
                                                                        -----------          -----------
         Total partners' equity                                          22,221,463           20,606,717
                                                                        -----------          -----------

                                                                        $22,982,124           21,642,835
                                                                        ===========          ===========
</TABLE>


See accompanying notes to financial statements.

                                       15

<PAGE>

                         THE MARINA LIMITED PARTNERSHIP

                             Statements of Earnings

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                                 1999                 1998                 1997
                                                             -----------          -----------          -----------
<S>                                                          <C>                    <C>                  <C>
Revenues:
   Home and homesite sales                                   $ 5,648,667            4,222,041            2,733,459
   Marine operations                                           5,105,899            4,784,087            3,790,502
   Equity in earnings of investee
       Companies (note 4)                                      2,004,974            1,031,830              992,234
   Interest income                                               500,003              464,216              445,628
   Rental income, net (note 6)                                   286,160              346,649              210,660
   Recreational facilities, net                                   54,893               50,777               69,033
   Gain on sales of investment property (note 3)                      --              497,853              661,164
   Gain on sale of operating assets                               42,508                   --                   --
                                                             -----------          -----------          -----------

                                                              13,643,104           11,397,453            8,902,680
                                                             -----------          -----------          -----------

Costs and expenses:
   Cost of homes and homesites sold
       And related expenses                                    4,367,209            2,924,726            1,365,040
   Marine operations                                           3,790,842            3,504,190            2,677,554
   General and administrative                                  1,173,563            1,063,047            1,036,074
   Management fees paid to general partner (note 1)               99,275               96,759               81,665
                                                             -----------          -----------          -----------

                                                               9,430,889            7,588,722            5,160,333
                                                             -----------          -----------          -----------

Net earnings                                                   4,212,215            3,808,731            3,742,347

Net earnings attributable to general partner                   1,610,497            1,455,304            1,115,207
                                                             -----------          -----------          -----------

Net earnings attributable to limited partners                $ 2,601,718            2,353,427            2,627,140
                                                             ===========          ===========          ===========

Weighted average number of limited
   Partner units outstanding                                     416,715              417,144              473,947
                                                             ===========          ===========          ===========

Net earnings per limited partner unit                        $      6.24                 5.64                 5.54
                                                             ===========          ===========          ===========
</TABLE>

See accompanying notes to financial statements.

                                       16

<PAGE>

                         THE MARINA LIMITED PARTNERSHIP

                         Statements of Partners' Equity

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                         General               Limited                Total
                                                        partner's             partners'             partners'
                                                         equity                equity                equity
                                                       -----------           -----------           -----------

<S>                                                    <C>                    <C>                   <C>
Balance December 31, 1996                              $ 5,270,017            12,359,632            17,629,649

   Distributions to partners ($3.25 per unit)             (653,861)           (1,540,328)           (2,194,189)
   Net earnings                                          1,115,207             2,627,140             3,742,347
                                                       -----------           -----------           -----------

Balance December 31, 1997                                5,731,363            13,446,444            19,177,807

   Exchange of 56,764 units                              1,610,463            (1,610,463)                   --
   Repurchase of 468 units ($36.00 per unit)                    --               (16,848)              (16,848)
   Distributions to partners ($3.50 per unit)             (902,832)           (1,460,141)           (2,362,973)
   Net earnings                                          1,455,304             2,353,427             3,808,731
                                                       -----------           -----------           -----------

Balance December 31, 1998                                7,894,298            12,712,419            20,606,717

   Distributions to partners ($3.85 per unit)             (993,116)           (1,604,353)           (2,597,469)
   Net earnings                                          1,610,497             2,601,718             4,212,215
                                                       -----------           -----------           -----------

Balance December 31, 1999                              $ 8,511,679            13,709,784            22,221,463
                                                       ===========           ===========           ===========
</TABLE>


See accompanying notes to financial statements.

                                       17

<PAGE>

                         THE MARINA LIMITED PARTNERSHIP

                            Statements of Cash Flows

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                                              1999                  1998                  1997
                                                                          -----------           -----------           -----------
<S>                                                                       <C>                     <C>                   <C>
Cash flows from operating activities:
   Net earnings                                                           $ 4,212,215             3,808,731             3,742,347
   Adjustments to reconcile net earnings to net cash
      Provided by operating activities:
         Depreciation of equipment                                            524,257               467,502               403,757
         Equity in earnings of investee companies                          (2,004,974)           (1,031,830)             (992,234)
         Receivables on current year's homesite sales                              --              (310,597)             (723,283)
         Collection of prior years' homesite sales                            521,612               746,529               715,378
         Gain on sale of operating assets                                     (42,508)                   --                    --
         Gain on sales of investment property                                      --              (497,853)             (661,164)
         Development costs                                                 (4,081,689)           (2,883,491)           (1,738,637)
         Progress payments received from home buyers                        1,215,412               777,748                    --
         Cost of homes and homesites sold                                   3,444,863             2,194,850               500,253
         Change in operating assets and liabilities                          (264,990)              279,970               132,553
                                                                          -----------           -----------           -----------
                Net cash provided by operating activities                   3,524,198             3,551,559             1,378,970
                                                                          -----------           -----------           -----------

Cash flows from investing activities:
   Distributions received from Marina I                                     1,270,367               545,463               499,467
   Flatfork Creek Utility advances and repayments                             750,000            (1,350,000)                   --
   Distributions received from Dockside Cafe                                       --               180,899                66,532
   Additions to marine property and equipment                                (404,986)             (648,764)             (753,541)
   Additions to recreational facilities                                       (62,836)              (23,916)             (174,788)
   Additions to commercial properties                                              --                  (760)              (80,387)
   Proceeds from sale of operating assets                                      87,300               554,585             1,201,514
   Maturity of U.S. Treasury note                                                  --                    --               996,875
                                                                          -----------           -----------           -----------
                Net cash provided (used) by investing activities            1,639,845              (742,493)            1,755,672
                                                                          -----------           -----------           -----------

Cash flows from financing activities:
   Distributions to partners                                               (2,597,469)           (2,362,973)           (2,194,189)
   Repurchase of limited partner units                                             --               (16,848)                   --
                                                                          -----------           -----------           -----------
                Net cash used by financing activities                      (2,597,469)           (2,379,821)           (2,194,189)
                                                                          -----------           -----------           -----------

                Net increase in cash and cash equivalents                   2,566,574               429,245               940,453

Cash and cash equivalents at beginning of year                              5,960,801             5,531,556             4,591,103
                                                                          -----------           -----------           -----------

Cash and cash equivalents at end of year                                  $ 8,527,375             5,960,801             5,531,556
                                                                          ===========           ===========           ===========
</TABLE>


See accompanying notes to financial statements.


                                       18

<PAGE>

                         THE MARINA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


(1)  Summary of Significant Accounting Policies

     (a)  General

          The  Marina  Limited  Partnership  became a  publicly  traded  limited
          partnership  on December 30, 1986,  and the limited  partner units are
          registered securities and currently represent approximately 62 percent
          of the  total  Partnership  units.  The  remaining  units are owned by
          Marina II Corporation, the general partner, which has the authority to
          manage the affairs of the Partnership.  The economic  interests in the
          Partnership  represented by general  partner units and limited partner
          units are identical.  The general  partner  receives  management  fees
          equal to three  percent of the  Partnership's  gross  margin on marine
          operations, rental income and recreational facilities.

          As a partnership,  the allocated  share of the  Partnership's  taxable
          income is  includable  in the  income  tax  returns  of the  partners;
          accordingly,  income  taxes  are not  reflected  in the  Partnership's
          financial statements.  The tax basis of assets and liabilities exceeds
          the book basis by $757,000 at December 31, 1999.  In order to continue
          partnership  tax  treatment,  limited  partner  units  are  no  longer
          publicly  traded,  and buyers and sellers are  required to contact the
          Partnership to follow a prescribed process to transfer units.

          The  majority  of the  Partnership's  activities  and  operations  are
          located in the Geist Lake area northeast of Indianapolis,  Indiana and
          in the Morse Lake area north of Indianapolis.  Its primary  activities
          are the  development and sale of homes and homesites and the operation
          of marine facilities at Geist and Morse Lakes.

     (b)  Cash and Cash Equivalents

          Cash  and  cash  equivalents  include  cash  balances,   money  market
          investments  with  maturities  of less  than  three  months,  and U.S.
          Treasury bills with maturities of less than twelve months.

          The Partnership  maintains a separate trustee  accounting of unclaimed
          limited partner unit distributions.

     (c)  Properties Held for Sale

          Properties held for sale are carried at the lower of cost or estimated
          fair value less costs to sell. Costs include construction, excavation,
          engineering  and  other  direct  costs  incurred  to  bring  land to a
          fully-improved saleable condition. Land and land improvement costs are
          allocated to land sales and homesite projects using the relative sales
          value  and  the  specific  identification   methods.   Properties  are
          classified  as available  for sale when  marketing  of the  properties
          begin.

          Sales of  homesites  are for cash or with  purchase  money  mortgages.
          Sales which satisfy a down-payment  requirement of 10% of the purchase
          price are recorded as revenue at the time of closing. Receivables from
          homesite  sales are payable  over seven years with  interest at 9% the
          first  year,  10%  the  second  year  and  12%  thereafter.  Costs  of
          properties  sold are  determined  by the  relative  sales value of the
          property to the total project.

                                       19

<PAGE>


                         THE MARINA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


          At the time a homesite is sold, the Partnership  accrues a fee payable
          to  Flatfork  Creek  Utility,  Inc.  for the cost of  certain  utility
          hook-up charges which is included in the cost of the homesites sold.

          Revenues  from home  sales are  recognized  upon the  closing  of each
          residential unit when title is transferred to the homeowner.

     (d)  Property and Equipment

          Property  and   equipment  are  stated  at  cost,   less   accumulated
          depreciation.  The  recreational  facilities  are adjacent to homesite
          developments  at Geist Lake, for which  residents of the  developments
          pay a fee  for  the  use  of  the  facilities.  Commercial  properties
          represent  developed  restaurant and other retail properties which are
          generally  leased  under  short-term  arrangements.   Depreciation  is
          computed using the straight-line  method based on the estimated useful
          lives of the assets.  Maintenance and repairs are expensed as incurred
          while major  additions and  improvements  are  capitalized.  Since the
          recreational  facilities  and retail  properties  are only  incidental
          minor  operations,  the  results  are  shown  on a net  basis  in  the
          statements of earnings.

     (e)  Other Investments

          The equity method is used to account for the Partnership's 50% general
          partner investment in The Marina I L.P., its 50% corporate  investment
          in Flatfork Creek Utility,  Inc., and until sold on December 31, 1998,
          its  40%  limited  partner  investment  in  Dockside  Cafe,  L.P.  The
          Partnership's share of the net earnings and losses of these businesses
          is included currently in earnings.

     (f)  Rental Income

          All leases are classified as operating  leases,  and minimum rents are
          recognized  monthly based on the terms of the lease.  Percentage rents
          are recognized monthly based on reported sales.

     (g)  Marine Revenues

          Revenues  for  rental  and  storage  from the  marine  operations  are
          recognized on a straight-line basis over the term of the agreement.

     (h)  Financial Instruments

          The carrying amounts of the receivables  approximate  their fair value
          as the interest rates are consistent  with market rates.  The carrying
          amounts  of all other  financial  instruments  approximate  fair value
          because of the short-term maturity of these items.

     (i)  Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities  and  disclosures 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.

                                       20

<PAGE>


                         THE MARINA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


          The Partnership  routinely  evaluates all of its investments to assess
          whether any  impairment  is  present,  including  recurring  operating
          losses and  significant  adverse  changes in legal factors or business
          climate that affect the recovery of recorded  value. If any investment
          is  considered  impaired,  a loss  would be  provided  to  reduce  the
          carrying value of the property to its estimated fair value.

(2)  Property and Equipment

     Property and equipment  principally  consisting of land, land improvements,
     marine  and  retail  facilities,  boat  docks,  and  equipment  used in the
     partnership operations are summarized at December 31 as follows:

                                                   1999             1998
                                               -----------      -----------
     Land and land improvements                $ 1,209,637        1,214,637
     Buildings and equipment                     8,939,709        8,516,290
                                               -----------      -----------
                                                10,149,346        9,730,927
     Accumulated depreciation                    4,428,770        3,914,721
                                               -----------      -----------
                                               $ 5,720,576        5,816,206
                                               ===========      ===========

(3)  Land and Land Improvements

     At December 31, land and land improvements consisted of the following:

                                                        1999         1998
                                                      --------     --------
     Unimproved land and residential land
         under development                            $631,057      619,025
     Commercial sites                                  345,780      322,091
                                                      --------     --------
                                                      $976,837      941,116
                                                      ========     ========

(4)  Other Investments

     (a)  Marina I

          The  Partnership is a general partner with Irving  Materials,  Inc. as
          limited partner in Marina I which develops  homesites near Geist Lake.
          The  Partnership's  equity in the  earnings  of Marina I  amounted  to
          $2,040,456 in 1999, $1,071,502 in 1998 and $971,752 in 1997.

                                       21

<PAGE>


                         THE MARINA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


          The following is a summary of balance sheet and operating  information
          (in  thousands)  of Marina I as of December  31, 1999 and 1998 and for
          the years then ended:

                                                        1999         1998
                                                      -------      -------
     Cash and cash equivalents                        $ 2,248        1,593
     Homes and homesites available for sale
         and land and land improvements                 3,475        3,270
     Receivables from homesite sales                    1,307          860
     Other assets                                         562          414
     Liabilities                                         (245)        (119)
                                                      -------      -------
           Partners' equity                           $ 7,347        6,018
                                                      =======      =======
     Homesite sales and other revenues                  6,003        3,601
     Cost of homesites sold and expenses                2,119        1,592
                                                      -------      -------
           Net earnings                               $ 3,884        2,009
                                                      =======      =======

          The Partnership pays various  operational costs incurred for Marina I,
          which are reimbursed at actual or allocated amounts.

     (b)  Dockside Cafe

          Through  December 31, 1998, the  Partnership  was a limited partner in
          Dockside Cafe, L.P. which operates  restaurants at the Geist and Morse
          Lake marinas.  The Partnership  constructed the restaurants and leased
          them to Dockside Cafe, L.P. The limited partner investment was sold to
          the general  partner  effective  December  31, 1998.  The  Partnership
          continues to lease the restaurant buildings to Dockside Cafe.

     (c)  Flatfork Creek Utility, Inc.

          The Partnership has a 50% investment along with Irving Materials, Inc.
          in Flatfork Creek Utility, Inc. (the Corporation). The Corporation was
          formed to own and  operate  the  wastewater  treatment  plant to serve
          homesites to be  developed in the Geist Lake area by the  Partnership,
          Marina I and other developers.

          Substantially all of the Corporation's  customers are the Partnership,
          Marina I and the resident  homeowners  of  homesites  developed by the
          Partnership  and Marina I.  Periodically  the Partnership and Marina I
          make advance  payments for future utility  hook-ups.  The  Partnership
          recognized  a loss of $35,482  in 1999,  $81,451 in 1998 and income of
          $20,482  in  1997  as  its  share  of  the  Corporation's  results  of
          operations.

          In 1998, the Partnership advanced $1,350,000 to the Corporation.  This
          advance bears interest of 6.6% and is due on demand. In 1999, $750,000
          of the advance was repaid by the Corporation.

                                       22

<PAGE>


                         THE MARINA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


(5)  Rental Income

     The  restaurant  facility  at the Geist Lake  Marina is leased to  Dockside
     Cafe,  L.P. under an operating lease with monthly minimum rentals of $7,500
     plus a percentage  of sales over stated  bases.  Overage  rents of $52,849,
     $76,400,  and $69,600  for 1999,  1998 and 1997  sales,  respectively,  are
     included in rental income.

     The restaurant facility at Morse Lake is also leased to Dockside Cafe, L.P.
     under an  operating  lease with  monthly  minimum  rentals of $5,000 plus a
     percentage of sales over stated bases. Overage rents of $5,100 for 1998 are
     included in rental  income.  No overage  rents were  received  for 1999 and
     1997.

     The Partnership operates a 20,000 square foot retail and office development
     known as Marina  Village,  and rental  income was  $248,132,  $289,400  and
     $210,600  for 1999,  1998 and 1997,  respectively.  At December  31,  1999,
     occupancy was 100%  including  2,000 square feet which is the office of the
     Partnership. In addition to minimum rent, the leases require reimbursements
     of specified operating expenses.

     The Partnership also leases certain real estate under short-term  operating
     leases for which rental income amounted to $20,300,  $17,800 and $15,200 in
     1999, 1998 and 1997, respectively.

     The minimum rent payments due under operating  leases in effect at December
     31, 1999 are summarized as follows:

                                                  Marina
                                Restaurants       Village           Total
                                -----------      ---------        ---------
                    2000        $ 150,000          207,800          357,800
                    2001          150,000           72,100          222,100
                    2002          150,000           42,800          192,800
                    2003          150,000               --          150,000
                    2004          150,000               --          150,000
                                ---------        ---------        ---------
                                $ 750,000          322,700        1,072,700
                                =========        =========        =========


                                       23

<PAGE>

                         THE MARINA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


(6)  Segment Information

     The  Partnership  is  engaged  in  two  primary  business   segments,   the
     development and sale of homes and homesites and marine  operations at Geist
     and Morse Lakes.  Summarized financial  information by business segment for
     1999, 1998 and 1997 is as follows (in thousands):


                                               1999        1998        1997
                                             --------    --------    --------
     Revenues:
         Homes and homesites                 $  5,648       4,222       2,733
         Equity in earnings of homesite
           investee company                     2,040       1,072         962
                                             --------    --------    --------
                                                7,688       5,294       3,695
         Marine operations                      5,106       4,784       3,791
         Other                                    849       1,319       1,417
                                             --------    --------    --------
                                             $ 13,643      11,397       8,903
                                             ========    ========    ========
     Operating income:
         Homes and Homesites sales,
           including equity in earnings of
           homesite investee company         $  3,321       2,370       2,330
         Marine operations                      1,315       1,280       1,113
         Other                                    849       1,319       1,417
         Administration                        (1,273)     (1,160)     (1,118)
                                             --------    --------    --------
                                             $  4,212       3,809       3,742
                                             ========    ========    ========
     Assets:
         Homes and homesites sales,
           including investment in
           homesite investee company         $  6,925       7,222
         Marine operations                      3,147       3,087
         Cash                                   8,527       5,961
         Other                                  4,384       5,373
                                             --------    --------
                                             $ 22,983      21,643
                                             ========    ========


                                       24


<PAGE>


                          Independent Auditors' Report



The Partners
The Marina I L. P.:


We have  audited  the  accompanying  balance  sheets of The Marina I L. P. as of
December 31, 1999 and 1998,  and the related  statements of earnings,  partners'
equity  and cash  flows for each of the  years in the  three-year  period  ended
December 31, 1999.  These  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of 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  Marina I L. P. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the years in the  three-year  period ended  December  31,  1999,  in
conformity with generally accepted accounting principles.



KPMG LLP
Indianapolis, Indiana
February 15, 2000

                                       25

<PAGE>

                                THE MARINA I L.P.

                                 Balance Sheets

                           December 31, 1999 and 1998




                      Assets                            1999             1998
                                                     ----------       ----------

Cash and cash equivalents                            $2,248,223        1,592,822
Receivables from homesite sales                       1,307,476          859,879
Other receivables and assets                             20,774           48,845

Prepaid hook-up fees to Flatfork Creek Utility          540,910          365,722

Properties held for sale:
   Homesites available for sale                       2,173,404        1,680,380
   Land and land improvements                         1,301,368        1,589,830
                                                     ----------       ----------

                                                     $7,592,155        6,137,478
                                                     ==========       ==========

          Liabilities and Partners' Equity

Accounts payable and accrued expenses                $  153,030           55,761
Land sale deposits                                       82,400           31,700
Accounts payable to affiliates                            9,700           31,650
                                                     ----------       ----------

         Total liabilities                              245,130          119,111
                                                     ----------       ----------

Partners' equity:
   General partner                                    3,647,234        2,877,163
   Limited partner                                    3,699,791        3,141,204
                                                     ----------       ----------

         Total partners' equity                       7,347,025        6,018,367
                                                     ----------       ----------

                                                     $7,592,155        6,137,478
                                                     ==========       ==========


See accompanying notes to financial statements.

                                       26

<PAGE>

                                THE MARINA I L.P.

                             Statements of Earnings

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                        1999              1998            1997
                                                     ----------       ----------       ----------
<S>                                                  <C>               <C>              <C>
Revenues:
   Homesite sales                                    $5,829,182        3,446,500        3,056,941
   Interest income                                      174,262          155,021           99,242
                                                     ----------       ----------       ----------

                                                      6,003,444        3,601,521        3,156,183
                                                     ----------       ----------       ----------

Costs and expenses:
   Cost of homesites sold and related expenses        2,091,828        1,555,695        1,281,591
   General and administrative                            27,636           36,710           29,964
                                                     ----------       ----------       ----------

                                                      2,119,464        1,592,405        1,311,555
                                                     ----------       ----------       ----------

        Net earnings                                  3,883,980        2,009,116        1,844,628

Net earnings attributable to general partner          2,040,437        1,071,502          961,813
                                                     ----------       ----------       ----------

Net earnings attributable to limited partner         $1,843,543          937,614          882,815
                                                     ==========       ==========       ==========
</TABLE>


See accompanying notes to financial statements.

                                       27

<PAGE>

                                THE MARINA I L.P.

                         Statements of Partners' Equity

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                        General            Limited              Total
                                       partner's          partner's           partners'
                                        equity             equity              equity
                                      -----------        -----------        -----------
<S>                                   <C>                  <C>                <C>
Balance December 31, 1996             $ 1,884,443          2,180,857          4,065,300

   Distributions to partners             (495,132)          (429,131)          (924,263)
   Land contributed by partners                --            123,586            123,586
   Net earnings                           961,813            882,815          1,844,628
                                      -----------        -----------        -----------

Balance December 31, 1997               2,351,124          2,758,127          5,109,251

   Distributions to partners             (545,463)          (554,537)        (1,100,000)
   Net earnings                         1,071,502            937,614          2,009,116
                                      -----------        -----------        -----------

Balance December 31, 1998               2,877,163          3,141,204          6,018,367

   Distributions to partners           (1,270,366)        (1,284,956)        (2,555,322)
   Net earnings                         2,040,437          1,843,543          3,883,980
                                      -----------        -----------        -----------

Balance December 31, 1999             $ 3,647,234          3,699,791          7,347,025
                                      ===========        ===========        ===========
</TABLE>


See accompanying notes to financial statements.


                                       28

<PAGE>

                                THE MARINA I L.P.

                            Statements of Cash Flows

                  Years ended December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                                                              1999               1998               1997
                                                          -----------        -----------        -----------
<S>                                                       <C>                  <C>                <C>
Cash flows from operating activities:
  Net earnings                                            $ 3,883,980          2,009,116          1,844,628
  Adjustments to reconcile net earnings to net cash
     provided by operating activities:
     Receivables on current year's homesite sales            (638,933)          (419,672)          (551,962)
     Collection on prior years' homesite sales                107,336            211,449            189,062
     Development costs                                     (1,801,427)          (655,434)          (528,697)
     Cost of homesites sold                                 1,680,865          1,104,277            909,068
     Change in operating assets and liabilities               (21,098)          (110,275)          (326,355)
                                                          -----------        -----------        -----------

        Net cash provided by operating activities           3,210,723          2,139,461          1,535,744
                                                          -----------        -----------        -----------

Cash flows from investing activities:
  Land acquisition                                                 --                 --           (905,317)
                                                          -----------        -----------        -----------

        Net cash used by investing activities                      --                 --           (905,317)
                                                          -----------        -----------        -----------

Cash flows from financing activities:
  Distributions to partners                                (2,555,322)        (1,100,000)          (924,263)
                                                          -----------        -----------        -----------

        Net cash used by financing activities              (2,555,322)        (1,100,000)          (924,263)
                                                          -----------        -----------        -----------

        Net increase (decrease) in cash
           and cash equivalents                               655,401          1,039,461           (293,836)

Cash and cash equivalents at beginning of year              1,592,822            553,361            847,197
                                                          -----------        -----------        -----------

Cash and cash equivalents at end of year                  $ 2,248,223          1,592,822            553,361
                                                          ===========        ===========        ===========
</TABLE>

See accompanying notes to financial statements.


                                       29

<PAGE>

                                THE MARINA I L.P.

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997

Summary of Significant Accounting Policies

(a)  General

     The Marina I L. P. was formed by The Marina Limited Partnership (TMLP), the
     general partner, and Irving Materials,  Inc. (Irving), the limited partner,
     to  develop  homesite  land near Geist  Lake,  northeast  of  Indianapolis,
     Indiana. Marina I is managed by Marina II Corporation,  the general partner
     of TMLP.  Certain  expenses and costs incurred by Marina I are paid by TMLP
     and then reimbursed by Marina I based on actual or allocated amounts.

     Contributions  of land by Irving are valued at amounts  agreed  upon by the
     partners which approximate  Irving's tax basis.  Earnings and distributions
     are allocated as follows:

     o    For earnings from homesite sales of land contributed by Irving, Irving
          is first  allocated  an amount  equal to 20% of the gross  sales price
          less its tax basis in the land  contributed,  and TMLP is allocated 5%
          of the gross sales price. Any remaining  earnings are allocated 40% to
          Irving and 60% to TMLP.

     o    For earnings from all other homesite sales,  TMLP is first allocated a
          "management  fee" based on profits from the homesite  sales,  with the
          remainder allocated 50% to each partner.

(b)  Cash and Cash Equivalents

     Cash  and  cash   equivalents   include  cash  balances  and  money  market
     investments with maturities of less than three months.

(c)  Properties Held for Sale

     Properties held for sale are carried at the lower of cost or estimated fair
     value  less  costs  to  sell.  Costs  include   construction,   excavation,
     engineering   and  other  direct   costs   incurred  to  bring  land  to  a
     fully-improved saleable condition. Land and land improvements are allocated
     to  homesite  sales  using  the  relative  sales  value  and  the  specific
     identification  methods.  Properties  are  classified as available for sale
     when marketing of the properties begins.

     Sales of homesites are for cash or with  purchase  money  mortgages.  Sales
     which satisfy a  down-payment  requirement of 10% of the purchase price are
     recorded as revenue at the time of closing. Receivables from homesite sales
     are payable  over seven years with  interest at 9% the first year,  10% the
     second and 12%  thereafter.  Costs of homesites  sold are determined by the
     relative sales value of the homesite to the total project.

     At the  time a lot is  sold,  the  Partnership  accrues  a fee  payable  to
     Flatfork Creek Utility,  Inc. (whose partners are also TMLP and Irving) for
     the cost of certain  utility  hook-up  charges which is included in cost of
     homesites sold. In 1999 and 1997, respectively,  Marina I paid $372,000 and
     $590,436 to Flatfork  Creek  Utility,  Inc. as advance  payments for future
     utility hook-ups.

                                       30

<PAGE>
                                THE MARINA I L.P.

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


      The  Partnership  routinely  evaluates  all of its  investments  to assess
      whether any  impairment  indications  are present,  including  significant
      adverse  changes in legal  factors or  business  climate  that  affect the
      recovery of recorded  value. If any investment is considered  impaired,  a
      loss is  provided  to reduce the  carrying  value of the  property  to its
      estimated fair value.

(d)  Financial Instruments

     The  carrying  amounts  of the  receivables  approximate  their  fair value
     because the interest rates are consistent  with market rates.  The carrying
     amounts of all other financial  instruments  approximate fair value because
     of the short-term maturity of these items.

(e)  Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosures  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.

(f)  Income Taxes

     As a partnership,  the allocated share of the taxable income of Marina I is
     includable in the income tax returns of the partners;  accordingly,  income
     taxes are not reflected in these financial statements.


                                       31

<PAGE>

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

     There has been no change in the Partnership's  independent certified public
accountants  within 24 months prior to, or  subsequent  to, the date of the most
recent  financial  statements,  nor has there  been any  disagreements  with the
accountants.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

     The following table presents  certain  information  regarding the Directors
and executive officers of the General Partner.  Each person listed is a Director
of the  General  Partner  except  for  Mr.  Bussell  and Mr.  Calabria.  Messrs.
Rosenberg,  Rosenberg II, Bussell and Calabria are the executive officers of the
General  Partner.  Unless  otherwise  indicated  in a  footnote,  the  principal
occupation of each Director or executive  officer has been the same for the last
five years.

<TABLE>
<CAPTION>
                                                                                                             Year of
       Name                                          Principal Occupation                                    Birth
       ----                                          --------------------                                    -----

<S>                                 <C>                                                                      <C>
Patrick J. Bruggeman                President, American Steel Investment Corporation, Ft. Wayne,
                                    Indiana (manufacturer of wire rope)                                      1948

Lawrence L. Buell                   Certified Public Accountant and Member, Indiana House of
                                    Representatives 1)                                                       1934

Stanley E. Hunt                     Retired  2)                                                              1930

Allen E. Rosenberg                  President of the General Partner  3)                                     1935

Allen E. Rosenberg II               Vice President and Assistant Treasurer of the General Partner  4)        1955

Donald J. Calabria                  Vice President, Treasurer and Secretary of the General Partner  5)       1939

Robert K. Bussell                   Vice President of the General Partner 6)                                 1961
</TABLE>

1.   Mr. Buell was Executive Director of the Health and Hospital  Corporation of
     Marion  County from January 1984 to February  1994 and its  Treasurer  from
     February 1994 to January 1995.

2.   Mr. Hunt was  President  of The  Shorewood  Corporation  from 1977  through
     December 1994.

3.   Mr.  Rosenberg became President of the General Partner in 1982 and held the
     position of Treasurer from 1984 to June 1989.

4.   Mr. Rosenberg II became Assistant Treasurer of the Company in 1987 and Vice
     President and a Director in 1997.

5.   Mr.  Calabria  became Vice President & CFO,  Treasurer and Secretary of the
     General  Partner in June 1997. He had been Vice President and CFO of Natare
     Corp from 1992 to 1995 and Treasurer and CFO of The Beta Group from 1995 to
     1996.

6.   Mr.  Bussell  became  Director of Sales and  Marketing in July 1994 and was
     elected as Vice President of the General Partner in March 1999.

                                       32

<PAGE>

     All  Directors  serve annual terms until their  successors  are elected and
have  qualified.  The Directors are elected by the  shareholders  of the General
Partner.  Mr.  Rosenberg  has  served as a  Director  of the  Company or General
Partner since 1982. Mr. Hunt was elected as a Director in 1996 and Mr. Rosenberg
II in 1997. All other  Directors were elected in 1984. All officers serve at the
pleasure of the Board of Directors. Mr. Rosenberg is the father of Mr. Rosenberg
II. There are no other family relationship between any of the executive officers
and Directors of the General Partner.

            SECTION 16(a): BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the  Securities  Exchange Act of 1934 requires the General
Partner's  Directors,  executive  officers and persons who beneficially own more
than 10  percent of the  Partnership's  Limited  Partner  Units to file with the
Securities and Exchange  Commission  reports showing ownership of and changes in
ownership  of  the   Partnership's   Limited  Partner  Units  and  other  equity
securities. On the basis of reports and representations submitted by the General
Partner's Directors,  executive officers, and  greater-than-ten-percent  owners,
the Partnership  believes that all required  Section 16(a) filings for 1999 were
timely made.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation of Executive Officers

     The  following  table sets  forth  aggregate  compensation  for each of the
Partnership's  executive  officers  whose total  annual  salary and bonus exceed
$100,000,  for services rendered to the Partnership in all capacities during the
years ended December 31, 1999, 1998, and 1997.

                           SUMMARY COMPENSATION TABLE

            Name and
       Principal Position                         Year      Salary       Bonus
       ------------------                         ----      ------       -----

Allen E. Rosenberg                                1999     $234,884     $154,026
     President, Director of                       1998      200,000      148,541
     the General Partner                          1997      200,000      180,667

Allen E. Rosenberg II                             1999     $114,231     $ 80,000
     Vice President, Assistant Treasurer          1998      110,000      100,000
     and Director of the General Partner          1997       86,353      103,206

Robert K. Bussell                                 1999     $ 62,308     $116,925
     Vice President of                            1998       60,000       67,740
     the General Partner                          1997       60,000       74,962

Donald J. Calabria                                1999     $ 95,423     $ 17,000
     Treasurer and Secretary of                   1998       81,742       12,000
     the General Partner                          1997       36,346 1)        --

1)   Partial year from June 1997

Each Director  except Messrs.  Rosenberg and Rosenberg II receives an annual fee
plus  $750 for each  Board of  Directors  or  Committee  meeting  attended.  If,
however,  more than one  meeting  is held on the same day, a fee of $150 is paid
for the  subsequent  meetings.  The annual fee was $5,000 through March 1999 and
increased to $7,500  commencing  in April 1999. In addition to the fees received
as a Director,  Mr. Hunt  receives a quarterly  retainer of $1,500 for providing
consulting services to the Partnership.

                                       33

<PAGE>

Bonus Plans

     Allen E. Rosenberg is compensated under a plan whereby three percent of the
proceeds or other revenues from sales of the Partnership's  investment  property
have  been  paid to him for his  stewardship  of such  property.  The  following
payments were made pursuant to that plan:

                   Year                          Amount
                   ----                          ------
                   1999                         $   -0-
                   1998                          18,150
                   1997                          39,211

     In  addition,  five  percent of the gross  profit (net of  development  and
selling costs) on the Partnership's  individual  homesite sales and five percent
of the Partnership's  share of the income from The Marina I L.P. are paid to Mr.
Rosenberg. The following payments were made pursuant to that plan:

                   Year                         Amount
                   ----                         ------
                   1999                        $154,026
                   1998                         130,391
                   1997                         141,455

     Allen E. Rosenberg II is compensated under a plan whereby 12 percent of the
profit (before general and administrative expenses) will be paid to him for each
residence  built and sold at Sail Place.  In  addition,  Mr.  Rosenberg  II will
receive 50% of the net profit (before  general and  administrative  expenses) on
each custom home sold.  Under this plan,  $80,000 was paid in 1999.  Payments of
$75,000 in 1997 and $100,000 in 1998 was paid to Mr. Rosenberg II as the minimum
amounts  payable  under the  plan.  In  January  1997,  $28,206  was paid to Mr.
Rosenberg  II as a  discretionary  bonus for  construction  completed in 1996 on
behalf of the Partnership.

     Robert K.  Bussell is  compensated  under a plan  whereby 1.5% of the sales
value of homesites is paid for his role in promoting and completing those sales.
Such payments are reflected in the "Summary Compensation Table" as bonus.

Management Fees Paid to the General Partner

     In addition to bonuses  that may be paid from the  proceeds of sales of the
Partnership's  land or other  revenues  (see "Bonus Plans"  above),  the General
Partner  is  permitted  to receive  management  fees from the  Partnership.  The
General Partner  received  management fees of $99,000 in 1999, which is equal to
three  percent  of  the  Partnership's   gross  margin  on  marine   operations,
recreational  facilities,  and rental income.  The management fee is not paid on
revenues from land sales and investment income.

                                       34

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership

     The following  table sets forth the number of Limited  Partner Units of the
Partnership  beneficially  owned by all Directors of the General  Partner and by
all  Directors  and  officers of the General  Partner as a group as of March 27,
2000.

                                               Number of                Percent
                                         Limited Partner Units            Of
          Name                             Beneficially Owned            Class
          ----                             ------------------            -----

Patrick J. Bruggeman                            15,600                    3.8%
Allen E. Rosenberg                               8,036 1)                 1.9%
Allen E. Rosenberg II                            3,166 2)                 0.8%
Stanley E. Hunt                                  1,000                    0.2%
All Directors and Officers of the
General Partner as a Group (7 Persons)          27,802 3)                 6.7%

1.   Includes 8,036 Units owned by Mr. Rosenberg's wife.

2.   Includes 3,166 Units owned by Mr. Rosenberg II's spouse and minor children.

3.   Includes  10,623  Units  owned by spouses or others.  Also  includes  Units
     described in the above notes.

     The  Partnership has concluded that Limited Partner Units do not constitute
voting securities. Therefore, the Partnership does not report information on the
number of Limited Partner Units  beneficially  owned by persons owning more than
five percent of the Limited Partner Units.

     Upon the  reorganization  of the Company into the Partnership in 1986, five
of the seven  members of the Board of Directors of the Company (the  "Continuing
Directors")  received  all the General  Partner  Units in the  Partnership.  See
"General" under Item 1. The Partnership disclaims that the General Partner Units
are  securities.  General  Partner Units are vested with authority to manage the
affairs of the Partnership.  In exchange for the General Partner Units that they
received  in the  reorganization,  the  Continuing  Directors  became  the  sole
shareholders of the General Partner.

     During 1997,  The Board of Directors  of the General  Partner  approved the
conversion  of 54,000  Limited  Partner  Units  acquired in December 1997 by Mr.
Rosenberg,  and 2,764 Limited  Partner  Units owned by Mr.  Rosenberg II, into a
like number of General  Partner Units.  The Limited Partner Units were converted
into  General  Partner  Units in January  1998,  which  decreased  the number of
Limited  Partner  Units by 56,764  units and  increased  the  number of  General
Partner Units by 56,764 to 257,952 units.

     As of March 27, 2000 the General  Partner owns a 38.2  percent  interest in
the profits,  losses,  capital,  and  distributions  of the  Partnership,  which
percentage is equal to the General Partner percentage of the Common Stock of the
Company owned directly by the  Continuing  Directors at the time the Company was
reorganized into the Partnership plus the net Limited Partner Units subsequently
acquired and converted into General Partner Units.

                                       35

<PAGE>

     Three  of the  Continuing  Directors,  in  addition  to Mr.  Hunt  and  Mr.
Rosenberg  II, are the  current  members of Board of  Directors  of the  General
Partner.  The  Directors of the General  Partner  manage and control the overall
business  and affairs of the General  Partner  and,  consequently,  those of the
Partnership.   The  Directors  of  the  General   Partner  are  elected  by  the
shareholders  of the General Partner (unless there is a vacancy on the Board, in
which  case the  remaining  Board  members  may fill the  vacancy)  without  the
approval of the Limited  Partners.  (Reflecting  the  additional  conversion  of
Limited  Partner Units in January 1998 by Mr.  Rosenberg  and Mr.  Rosenberg II,
ownership of the shares of the General Partner on March 27, 2000 is as set forth
in the following table:)

                                                      Percentage
              Shareholder                             Ownership
              -----------                             ---------

        Allen E. Rosenberg                               47.9%

        Patrick J. Bruggeman                             17.2%

        Allen E. Rosenberg II                            16.0%

        Stanley E. Hunt                                   2.6%

        Lawrence Buell                                     .8%

        Other children of Mr. Rosenberg                  15.5%

     Upon the withdrawal or removal of a shareholder of the General Partner, his
or her  participation in the General Partner Units will cease.  Thereafter,  the
General Partner Units owned by the withdrawn or removed  shareholder will change
to Limited Partner Units.

Changes in Control

     The Shareholders' Agreement (the "Shareholders'  Agreement") dated December
2, 1986,  among the  shareholders  of the General  Partner,  prescribes  certain
procedures for the sale or other  transfer of shares of the General  Partner and
for the voting of certain  shares,  the  operation  of which may at a subsequent
date result in a change of control of the General Partner and,  consequently,  a
change of control of the Partnership. The Shareholders' Agreement is attached as
an exhibit  to the  Partnership's  1993  Annual  Report on Form  10-K,  which is
incorporated  herein by this reference.  The  Shareholders'  Agreement  provides
certain  restrictions  on  transfer,  rights of first  refusal,  and  options to
purchase  with  respect  to shares of the  General  Partner.  The  Shareholders'
Agreement also provides certain voting arrangements in the event of the death or
disability  of Allen E.  Rosenberg,  the  majority  shareholder  of the  General
Partner.

     The  following  is a brief  summary of the  Shareholders'  Agreement.  This
summary is not  intended to be complete  and is qualified in all respects by the
more detailed provisions of the Shareholders' Agreement.

                                       36

<PAGE>

     In general,  the  Shareholders'  Agreement  provides that a shareholder may
transfer all or part of his shares of the General  Partner to a party who is not
a party to the  Shareholders'  Agreement only upon prior written approval by the
General  Partner  and  subject  to any  limitations  that may be  imposed by the
General  Partner.  If, for any  reason,  a  shareholder  who is also a Director,
ceases to be a Director of the General  Partner,  the shareholder and his heirs,
executors,  administrators,  successors,  or  assigns,  subject to the rights of
first refusal  described  below,  has the right,  but not the  obligation,  upon
surrender  of all of his shares of the  General  Partner,  to cause the  General
Partner to (a) convert that portion of the General Partner Units attributable to
all of such shareholder's  shares into Limited Partner Units on the basis of one
Limited  Partner Unit for one General  Partner Unit, (b) distribute such Limited
Partner Units to the shareholder, and (c) cause the Partnership to register such
Limited  Partner Units under the  Securities  Act of 1933, as amended.  Prior to
such conversion of General Partner Units into Limited Partner Units,  the shares
of the General  Partner the  shareholder  proposes to  surrender in exchange for
Limited  Partner  Units must first be  offered to the  remaining  parties to the
Shareholders' Agreement and the General Partner as provided in the Shareholders'
Agreement.  The exercise of any such rights of first refusal is contingent  upon
the  exercise of rights of first  refusal to  purchase,  in the  aggregate,  all
shares held by the selling shareholder.

     If a  shareholder  of the  General  Partner  acquires,  from  time to time,
Limited  Partner  Units,  such  Units  shall  be, at the  option of the  General
Partner, changed to General Partner Units and contributed to the General Partner
in return for additional shares of stock of the General Partner.

     The  Shareholders'  Agreement also provides that, in the event of the death
or disability of Allen E.  Rosenberg,  the majority  shareholder  of the General
Partner,  his  shares  of the  General  Partner  will be  voted  by a  committee
consisting  of four  members,  at least one of whom shall be a  Director  of the
General Partner.  The members of the voting committee are Stanley E. Hunt, David
M.  Manischewitz  and Allen E. Rosenberg II with one vacancy  currently  pending
appointment.  Vacancies  on the  voting  committee  will be  filled  by Allen E.
Rosenberg,  or, in the event of his death or  disability,  by a majority  of the
remaining members of the voting committee.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The required information is inapplicable.

                                       37

<PAGE>

                                     PART IV

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

     (a) (1) Financial Statements:

     The following financial statements of the Partnership and The Marina I L.P.
     appear in Part II, Item 8.

     Independent Auditors' Report.

     Balance Sheets -- December 31, 1999 and 1998.

     Statements of Earnings -- Years Ended December 31, 1999, 1998, and 1997.

     Statements of Partners'  Equity -- Years Ended December 31, 1999,  1998 and
     1997.

     Statements of Cash Flows -- Years Ended December 31, 1999, 1998 and 1997.

     Notes to Financial Statements.

     (a)(2) Financial Statement Schedules:

     All schedules for which provision is made in the applicable  regulations of
the  Commission  have been omitted as the schedules  are not required  under the
related  instructions,  or the  required  information  is  inapplicable,  or the
information is set forth in the financial statements included elsewhere herein.

(a)(3) Exhibits:

     The  exhibits  filed as a part of this Annual  Report on Form 10-K,  all of
which are hereby  incorporated  by reference  except  financial  statements  and
schedules and Exhibits 3.1, 3.2, 4.1 and 99.3, are:

<TABLE>
<CAPTION>
Exhibit                                                                                Page No. or
Number     Exhibit                                                                     Filed With
------     -------                                                                     ----------

<S>        <C>                                                                             <C>
3.1        Certificate of Limited Partnership of The Marina Limited Partnership            (3)

3.2        Agreement of Limited Partnership of The Marina Limited Partnership              (3)

           Agreement of Limited Partnership of The Marina Limited Partnership              (3)
4.1        Defining the rights of security holders is filed as Exhibit 3.2

10.1       License Agreement, dated October 19, 1970, between Indianapolis                 (2)
           Water Company and The Shorewood Corporation

10.2       Conveyances of Easement Rights for the purpose of Installing and                (2)
           Maintaining Boat Docks, dated June 30, 1982, executed by The
           Shorewood Corporation in favor of The Creek Land Company, Inc.
</TABLE>

                                       38

<PAGE>

<TABLE>
<CAPTION>
Exhibit                                                                                Page No. or
Number     Exhibit                                                                     Filed With
------     -------                                                                     ----------

<S>        <C>                                                                             <C>
10.3       Consent to Assignment of License Rights, dated March 11, 1983,                  (2)
           between Indianapolis Water Company, The Shorewood Corporation
           and The Creek Land Company, Inc.

99.1       Restated Articles of Incorporation of The Marina II Corporation                 (1)

99.2       Restated Bylaws of The Marina II Corporation                                    (1)

99.3       Shareholders' Agreement                                                         (3)
</TABLE>

----------

1.   Registration  Statement on Form S-4 (Reg. No.  33-9367) filed by The Marina
     Limited Partnership on October 8, 1986.

2.   Registration  Statement on Form S-14 (Reg. No. 2-03600) filed by The Marina
     Corporation  on October 3, 1984,  as amended  on  November  13,  1984,  and
     November 20, 1984.

3.   Annual  Report on Form 10-K filed by The  Marina  Limited  Partnership  for
     1993.

     (b)  Reports  on Form 8-K.  No reports on Form 8-K were filed in the fourth
          quarter of 1999 by the Partnership.

                                       39

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the  Partnership  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                            The Marina Limited Partnership


Date:  March 27, 2000                       By: /s/ Allen E. Rosenberg
                                                --------------------------
                                                Allen E. Rosenberg,
                                                President of The Marina II
                                                Corporation, the General
                                                Partner of The Marina
                                                Limited Partnership


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

                                       Capacity With
     Signature                       The General Partner               Date
     ---------                       -------------------               ----

------------------------
Patrick J. Bruggeman             Director                         March 27, 2000

/s/Lawrence L. Buell
------------------------
Lawrence L. Buell                Director                         March 27, 2000

/s/Stanley E. Hunt
------------------------
Stanley E. Hunt                  Director                         March 27, 2000

/s/Allen E. Rosenberg
------------------------         Director and President
Allen E. Rosenberg               (Principal Executive Officer)    March 27, 2000


/s/Allen E. Rosenberg II         Director,
------------------------         Vice President and
Allen E. Rosenberg II            Assistant Treasurer              March 27, 2000


/s/Donald J. Calabria            Vice President,
------------------------         Treasurer, and Secretary
Donald J. Calabria               (Principal Financial Officer)    March 27, 2000


                                       40

<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the  Partnership  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                            The Marina Limited Partnership


Date:  March 27, 2000                       By:
                                                --------------------------
                                                Allen E. Rosenberg,
                                                President of The Marina II
                                                Corporation, the General
                                                Partner of The Marina
                                                Limited Partnership


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

                                       Capacity With
     Signature                       The General Partner               Date
     ---------                       -------------------               ----

------------------------
Patrick J. Bruggeman             Director                         March 27, 2000


------------------------
Lawrence L. Buell                Director                         March 27, 2000


------------------------
Stanley E. Hunt                  Director                         March 27, 2000


------------------------         Director and President
Allen E. Rosenberg               (Principal Executive Officer)    March 27, 2000


                                 Director,
------------------------         Vice President and
Allen E. Rosenberg II            Assistant Treasurer              March 27, 2000


                                 Vice President,
------------------------         Treasurer, and Secretary
Donald J. Calabria               (Principal Financial Officer)    March 27, 2000


                                       41