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, 2000

                                             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 23,  2001,  and assuming  solely for
purposes of this  calculation  that all executive  officers and Directors of the
registrant are affiliates, was approximately $14,003,000.  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                     31

PART III

Item 10         - Directors and Executive Officers                           31

Item 11         - Executive Compensation                                     32

Item 12         - Security Ownership of Certain Beneficial Owners
                  and Management                                             34

Item 13         - Certain Relationships and Related Transactions             36

PART IV

Item 14         - Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K                                        37

SIGNATURES                                                                   39


<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, 2000, the Partnership owned  approximately 336 acres of
investment real estate.  Approximately  266 acres of this investment real estate
are  adjacent to Geist Lake,  and  approximately  70 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 37 percent of the Partnership's  revenues for 2000, 41 percent for 1999, and
37 percent for 1998.  There were no sales of  investment  land in 1999 and 2000.
Such sales accounted for 4 percent of the Partnership's revenues for 1998.

         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, 2000, the Partnership's  investment real
estate at Geist Lake  consisted  of  approximately  266  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,  2000,  the  Partnership's  investment
properties  at  Morse  Lake  consisted  of  approximately  70  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, which includes 81 homesites.  The
Partnership sold three waterfront  homesites from Bridgewater in 2000.  Homesite
revenue from these sales was $924,000.  There were two homesites in inventory at
December 31, 2000.

         The Marina I L.P., a joint  venture,  sold 25 homesites in Cambridge in
2000. See "Marina I" below.  Marina I had 38 homesites  remaining to be sold, of
which 31 are  waterfront.  When  complete,  Cambridge will include more than 450
homesites of which 339 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.


         The Partnership has developed Morse Overlook,  an upscale single-family
homesite  project  located at Morse  Lake.  Morse  Overlook is  comprised  of 50
homesites  including 27 waterfront.  In 2000, the Partnership sold six homesites
from Morse Overlook including three waterfront homesites.  These sales generated
homesite  revenue of  $779,000.  At December 31, 2000,  the  Partnership  had 22
homesites in inventory of which 10 were waterfront.

         The Partnership  has developed Sail Place, a new residential  community
at Geist Lake, which includes 30 homesites. The Partnership will build specially
designed homes with smaller homesites and a unique package of services to appeal
to a more mature  customer.  The Partnership will build all of the homes in Sail
Place to better control  placement and the design of each home. The  Partnership
sold four homesites  with homes in 2000 for total revenue of  $1,815,000.  There
are 21 homesites remaining in inventory.

         The Partnership has developed a new residential  community in the Geist
Lake area  containing  81  homesites  in the  first  section.  Canal  Place is a
combination  of  waterfront,  water access and off-water  lots with an estimated
total of 250 homesites.  Homesites in the first section became  available in the
fall of 2000. The Partnership sold two homesites in 2000 for total revenue of
$167,000.

         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, but below the price of the typical custom home. Marina I sold
27 homesites in Weatherstone  in 2000. The builder  acquires three homesites per
month, which commenced in March 2000, until all homesites are sold.

                                       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 sand and  gravel  mining in Geist Lake and a stone
mining operation on land 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 2001. See "Investment Real Estate - Marina I", below.

         Homesite  Financing  Arrangements.  The Partnership  sells  residential
homesites for cash and/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 2000,
1999,  and 1998,  interest rates on homesites sold on contract were 9% the first
year, 10% in the second year, and 12% for the remainder.

         Investment  Property.  During 2000 and 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 owned by the Partnership  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  $259,000 in rental  income from Marina
Village in 2000.

         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 stone 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 $2,193,000 and $2,032,000 cash,  respectively,  in distributions during
2000.  Additionally,  the Partnership  recognized  $1,921,000 in equity earnings
from Marina I for the 52 homesites sold by Marina I and other related activities
in 2000. 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 500 homes. The Corporation is
subject  to  regulation  by  the  Indiana  Utility  Regulatory  Commission.  The
Corporation  recorded a  $113,000  net loss for 2000,  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  2000  and  1999,  the
Corporation retired 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  41  percent  of  the  Partnership's
revenues  in 2000,  37 percent in 1999,  and 42 percent in 1998.  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 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
residential  project,  which may be  developed  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 boat sales and service.

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 34 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  full-time 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.  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.  AFTER 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.

         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 2000.

                                     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 1999 and 2000 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.

                              1999                        2000
                              ----                        ----
                        High        Low            High          Low
  Quarter Ended         Bid         Bid            Bid           Bid
  -------------         ---         ---            ---           ---
    March 31          $31.50       $31.50        $36.00        $36.00
     June 30          $30.00       $30.00        $32.50        $30.50
  September 30        $34.00       $34.00        $34.00        $34.00
   December 31        $36.00       $36.00        $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 23, 2001,  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 2000 there were 1,954 units traded through the matching service.
The  Partnership  is aware  that  additional  units were  traded  outside of the
matching service during 2000. 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 23,  2001  there  were  approximately  392  record  holders of
Limited Partner Units of the Partnership.

         On each of April 5, 2000 and April 5,1999,  the  Partnership  made cash
distributions  of  $5.50  and  $3.85   respectively  per  unit.  No  other  cash
distributions were made during 1999 and 2000.

         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, 2000 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, 2000, 1999 and 1998, 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:                 2000          1999         1998        1997          1996
------------------------------------                 ----          ----         ----        ----          ----
<S>                                                <C>           <C>          <C>         <C>           <C>
Homes and homesite sales                           $4,552        $5,649       $4,222      $2,733        $3,387
Marine revenues                                     4,919         5,106        4,784       3,791         3,156
Gain on land sales                                      -        42,508          498         661            40
Equity in earnings of investee companies            1,865         2,005        1,032         992           386
Other revenues                                        810           841          862         726           723
Earnings before income taxes                        4,007         4,212        3,809       3,742         3,034
Net earnings                                        4,007         4,212        3,809       3,742         3,034
Earnings per unit 1)                                 5.94          6.24         5.64        5.54          4.49
Cash distribution per unit 1)                        5.50          3.85         3.50        3.25          3.25

Selected Balance Sheet Data:

Total assets                                       23,609       $22,981      $21,643     $20,038       $18,450
Debt obligations                                      -             -             -           -            -
Partners' equity                                   22,518        22,221       20,607      19,178        17,630
</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>
2000                                257,952          416,715           257,952          416,715
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
</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 2000 were consistent
with  1999,  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:


                                                  2000        1999        1998
                                                  ----        ----        ----

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


         Homesite Sales

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

   Year      Bridgewater   Cambridge   Morse Overlook   Canal Place      Total

   2000          3            0             8               2             13

   1999          3            8             6               0             17

   1998          2            3            11               0             16



         Home Sales
         During 2000, the Partnership completed construction and sold five homes
compared to eight in 1999.

                                       10
<PAGE>




         Marina I L.P.
         The  Partnership  is the  general  partner  of  Marina I which has also
developed  homesites in Cambridge.  During 2000, Marina I sold 52 homesites from
Cambridge and  Weatherstone  as compared to 42 homesite  sales in 1999 and 28 in
1998.  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 2000 and 1998.

         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.

         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.


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 2001. On December 31, 2000, the Partnership had cash and cash
equivalents,  including short-term investments,  of $7,719,000.  On December 31,
2000, the Partnership did not have any significant  contractual  commitments for
capital  expenditures  to be made during  2001.  During  2000,  the  Partnership
expended  approximately  $1,614,000,  net of  payments  received,  for  home and
homesite development costs. In addition, approximately $71,000 was spent for the
Partnership's operating 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
         2000 Compared to 1999. Net earnings  decreased by $205,500 in 2000 from
1999.  This  decrease was  primarily  due to a decrease in Marine  Operations of
$225,000. Such decrease was partially offset by a modest increase in real estate
earnings including equity in Marina I.

         Marine operations were adversely  affected by approximately  $90,000 at
Morse Marina by low water in the spring of 2000,  which reduced slip rentals for
the year. In addition,  reduced boat use at Morse  decreased  service revenue by
approximately $50,000 as compared to 1999.

         Earnings from homes and homesite sales were $1,477,000 in 2000 compared
to $1,281,000 in 1999.

         The Partnership recognized $1,921,000 in 2000 compared to $2,040,000 in
1999 as its share of the earnings from Marina I. Such  decrease  results from 27
homesite sales in Weatherstone with a lower gross margin than other communities.
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.

         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 2000
of  $57,000  compared  with a loss of $35,000 in 1999.  Flatfork  expects  minor
operating losses for the next several years.

         On April 5,  2000,  the  Partnership  made a cash  distribution  to the
partners of record on March 27, 2000 of $5.50 per unit of partnership  interest,
for a total of $3,711,000.

         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 being 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.

                                       12
<PAGE>




         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.

         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.


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,  2000,  1999,  and 1998 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, 2000 and 1999, and the related statements of
     earnings,  partners'  equity  and cash  flows  for each of the years in the
     three-year  period ended December 31, 2000. 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  auditing  standards  generally
     accepted in the United States of America.  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,  2000 and 1999,  and the  results  of its
     operations  and its  cash  flows  for each of the  years in the  three-year
     period ended December 31, 2000, in conformity  with  accounting  principles
     generally accepted in the United States of America.






     KPMG LLP
     Indianapolis, Indiana
     February 9, 2001


                                       14
<PAGE>



                                            THE MARINA LIMITED PARTNERSHIP

                                                    Balance Sheets

                                              December 31, 2000 and 1999





<TABLE>
<CAPTION>
                                        Assets                                2000             1999
                                                                         --------------   --------------
<S>                                                                    <C>                    <C>
Cash and cash equivalents                                              $     7,719,350        8,527,375
Receivables from homesite sales                                              1,056,586          511,351
Other receivables and assets                                                 1,333,457          668,183

Properties held for sale:
    Homes and homesites available for sale                                   4,284,320        2,628,689
    Land and land improvements                                                 935,198          976,837
                                                                         --------------   --------------

                                                                             5,219,518        3,605,526

Property and equipment, net (note 2)                                         5,004,323        5,464,765

Other investments (note 3):
    Marina I                                                                 3,428,350        3,700,356
    Investments in and advances to Flatfork Creek Utility                     (152,980)         503,548
                                                                         --------------   --------------

                                                                       $    23,608,604       22,981,104
                                                                         ==============   ==============

                             Liabilities and Partners' Equity

Accounts payable                                                               705,514          399,958
Accrued bonuses                                                                133,023          157,534
Deferred revenues and sale deposits                                            252,547          202,148
                                                                         --------------   --------------

        Total liabilities                                                    1,091,084          759,640
                                                                         --------------   --------------

Partners' equity:
    General partner - 257,952 units outstanding                              8,624,873        8,511,679
    Limited partners - 416,715 units outstanding                            13,892,647       13,709,785
                                                                         --------------   --------------

        Total partners' equity                                              22,517,520       22,221,464
                                                                         --------------   --------------

                                                                       $    23,608,604       22,981,104
                                                                         ==============   ==============
</TABLE>

See accompanying notes to financial statements.


                                       15
<PAGE>



                         THE MARINA LIMITED PARTNERSHIP

                             Statements of Earnings

                  Years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                 2000             1999            1998
                                                             --------------   --------------  --------------
<S>                                                        <C>                    <C>             <C>
Revenues:
    Home and homesite sales                                $     4,551,986        5,648,667       4,222,041
    Marine operations                                            4,919,091        5,105,899       4,784,087
    Equity in earnings of investee companies (note 3)            1,864,932        2,004,974       1,031,830
    Interest income                                                472,620          500,003         464,216
    Rental income, net (note 4)                                    270,806          286,160         346,649
    Recreational facilities, net                                    66,087           54,893          50,777
    Gain on sales of properties                                         --           42,508         497,853
                                                             --------------   --------------  --------------

                                                                12,145,522       13,643,104      11,397,453
                                                             --------------   --------------  --------------

Costs and expenses:
    Cost of homes and homesites sold
      and related expenses                                       3,075,020        4,367,209       2,924,726
    Marine operations                                            3,829,346        3,790,842       3,504,190
    General and administrative                                   1,139,901        1,173,563       1,063,047
    Management fees paid to general partner (note 1)                94,530           99,275          96,759
                                                             --------------   --------------  --------------

                                                                 8,138,797        9,430,889       7,588,722
                                                             --------------   --------------  --------------

Net earnings                                                     4,006,725        4,212,215       3,808,731

Net earnings attributable to general partner                     1,531,930        1,610,497       1,455,304
                                                             --------------   --------------  --------------

Net earnings attributable to limited partners              $     2,474,795        2,601,718       2,353,427
                                                             ==============   ==============  ==============

Weighted average number of limited
    partner units outstanding                                      416,715          416,715         417,144
                                                             ==============   ==============  ==============

Net earnings per limited partner unit                      $          5.94             6.24            5.64
                                                             ==============   ==============  ==============
</TABLE>

See accompanying notes to financial statements.


                                       16
<PAGE>



                         THE MARINA LIMITED PARTNERSHIP

                         Statements of Partners' Equity

                  Years ended December 31, 2000, 1999 and 1998




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

<S>                                                   <C>                   <C>              <C>
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)     (1,604,352)      (2,597,468)
    Net earnings                                             1,610,497       2,601,718        4,212,215
                                                         --------------  --------------  ---------------

Balance December 31, 1999                                    8,511,679      13,709,785       22,221,464

    Distributions to partners ($5.50 per unit)              (1,418,736)     (2,291,933)      (3,710,669)
    Net earnings                                             1,531,930       2,474,795        4,006,725
                                                         --------------  --------------  ---------------

Balance December 31, 2000                             $      8,624,873      13,892,647       22,517,520
                                                         ==============  ==============  ===============
</TABLE>

See accompanying notes to financial statements.


                                       17
<PAGE>


                         THE MARINA LIMITED PARTNERSHIP

                            Statements of Cash Flows

                  Years ended December 31, 2000, 1999 and 1998



<TABLE>
<CAPTION>
                                                                               2000           1999            1998
                                                                           -------------  --------------  --------------

<S>                                                                     <C>                   <C>             <C>
Cash flows from operating activities:
    Net earnings                                                        $     4,006,725       4,212,215       3,808,731
    Adjustments to reconcile net earnings to net cash
       provided by operating activities:
        Depreciation of equipment                                               531,536         524,257         467,502
        Equity in earnings of investee companies                             (1,864,932)     (2,004,974)     (1,031,830)
        Receivables on current year's homesite sales                           (615,932)             --        (310,597)
        Collection of prior years' homesite sales                                70,697         521,612         746,529
        Gain on sales of properties                                                  --         (42,508)       (497,853)
        Changes in properties held for sale                                  (1,613,992)        578,586          89,107
        Change in operating assets and liabilities                             (333,830)       (264,990)        279,970
                                                                           -------------  --------------  --------------

            Net cash provided by operating activities                           180,272       3,524,198       3,551,559
                                                                           -------------  --------------  --------------

Cash flows from investing activities:
    Distributions received from Marina I                                      2,193,466       1,270,367         545,463
    Flatfork Creek Utility advances and repayments                              600,000         750,000      (1,350,000)
    Distributions received from Dockside Cafe                                        --              --         180,899
    Additions to property and equipment                                         (71,094)       (467,822)       (673,440)
    Proceeds from sales of properties                                                --          87,300         554,585
                                                                           -------------  --------------  --------------

            Net cash provided (used) by investing activities                  2,722,372       1,639,845        (742,493)
                                                                           -------------  --------------  --------------

Cash flows from financing activities:
    Distributions to partners                                                (3,710,669)     (2,597,469)     (2,362,973)
    Repurchase of limited partner units                                              --              --         (16,848)
                                                                           -------------  --------------  --------------

            Net cash used by financing activities                            (3,710,669)     (2,597,469)     (2,379,821)
                                                                           -------------  --------------  --------------

            Net increase (decrease) in cash and cash equivalents               (808,025)      2,566,574         429,245

Cash and cash equivalents at beginning of year                                8,527,375       5,960,801       5,531,556
                                                                           -------------  --------------  --------------

Cash and cash equivalents at end of year                                $     7,719,350       8,527,375       5,960,801
                                                                           =============  ==============  ==============
</TABLE>


See accompanying notes to financial statements.


                                       18
<PAGE>


                         THE MARINA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998





  (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 62% 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 3% 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 $916,000 at December 31, 2000.  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 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 homesites begin.

              Sales of homesites are for cash or with purchase money  mortgages.
              Sales  that  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, 2000, 1999 and 1998





              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 annual
              rents are recognized  based on the terms of the lease.  Percentage
              rents  related  to  restaurant  leases  are  recognized  based  on
              reported sales after annual thresholds have been met.

        (g)   Marine Revenues

              Revenues  from marine  operations  are  recognized at the point of
              sale except for  revenues  for rental and storage  from the marine
              operations which 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.


                                       20
<PAGE>


                        THE MARINA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998





        (i)   Use of Estimates

              The  preparation  of  financial   statements  in  conformity  with
              accounting  principles  generally accepted in the United States of
              America 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.

              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 operating  land and
        improvements  and  buildings  and  equipment  used  in  the  partnership
        operations are summarized at December 31 as follows:

                                                   2000           1999
                                                   ----           ----

           Operating land and improvements      $1,258,892      1,258,892
           Buildings and equipment               8,705,737      8,634,643
                                                 ---------      ---------

                                                 9,964,629      9,893,535

           Accumulated depreciation              4,960,306      4,428,770
                                                 ---------      ---------
                                                $5,004,323      5,464,765
                                                ==========      =========

  (3)   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 $1,921,460 in 2000,  $2,040,456 in 1999 and $1,071,502
              in 1998.


                                       21
<PAGE>


                        THE MARINA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998





              The  following  is  a  summary  of  balance  sheet  and  operating
              information (in thousands) of Marina I as of December 31, 2000 and
              1999 and for the years then ended:

                                                          2000           1999
                                                          ----           ----

                Cash and cash equivalents             $     988          2,248
                Homes and homesites available for
                  sale and land and land improvements     3,856          3,475
                Receivables from homesite sales           1,488          1,307
                Other assets                                585            562
                Liabilities                                (131)          (245)
                                                      ---------      ---------

                       Partners' equity               $   6,786          7,347
                                                      =========      =========

                 Homesite sales and other revenues        6,156          6,003
                 Cost of homesites sold and expenses      2,563          2,119
                                                      ---------      ---------

                       Net earnings                   $   3,593          3,884
                                                      =========      =========



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

        (b)   Flatfork Creek Utility, Inc.

              The Partnership has a 50% investment along with Irving  Materials,
              Inc. in Flatfork Creek Utility, Inc. (the Corporation), which owns
              and  operates  a  wastewater  treatment  plant  serving  homesites
              developed in the Geist Lake area by the Partnership,  Marina I and
              other developers.

              Periodically  the Partnership  and Marina I make advance  payments
              for future utility hook-ups.  The Partnership recognized a loss of
              $56,528 in 2000,  $35,482 in 1999 and $81,451 in 1998 as its share
              of the Corporation's results of operations.

              In 1998,  the  Partnership  made  advances  of  $1,350,000  to the
              Corporation, which bore interest of 6.6%. The advances were repaid
              in 2000 and 1999.

  (4)   Rental Income

        The  restaurant  facilities  at Geist and Morse  Lakes are  leased to an
        operator under  operating  leases with annual minimum rentals of $90,000
        and $60,000, respectively, plus a percentage of sales above the minimum.
        Overage rents were $36,400, $52,800 and $81,500 for 2000, 1999 and 1998,
        respectively.

        The  Partnership  operates  and leases a retail and office  development.
        Rental  income was  $237,900,  $248,132 and $289,400 for 2000,  1999 and
        1998,  respectively.  At December 31, 2000, occupancy was 100% including
        space utilized as the office of the Partnership.  In addition to minimum
        rent, the leases require reimbursements of specified operating expenses.


                                       22
<PAGE>


                        THE MARINA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998





        The  minimum  rent  payments  due  under  operating  leases in effect at
        December 31, 2000 are summarized as follows:


                    2001                             $   378,835
                    2002                                 374,583
                    2003                                 338,664
                    2004                                 341,163
                    2005                                 277,796
                                                     -----------

                                                     $ 1,711,041
                                                     ===========

  (5)   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 2000, 1999 and 1998 is as follows (in thousands):

                                               2000        1999         1998
                                               ----        ----         ----
          Revenues:
            Homes and homesites             $ 4,552       5,648        4,222
            Equity in earnings of
             investee company                 1,865       2,040        1,072
                                              -----       -----        -----
                                              6,417       7,688        5,294


            Marine operations                 4,919       5,106        4,784
            Other                               809         849        1,319
                                              -----       -----        -----

                                            $12,145      13,643       11,397
                                            =======      ======       ======

          Operating income:
            Homes and homesite sales,
             including equity in earnings
             of investee company            $ 3,342       3,321        2,370
            Marine operations                 1,090       1,315        1,280
            Other                               809         849        1,319
            Administration                   (1,234)     (1,273)      (1,160)
                                             ------      ------       ------

                                            $ 4,007       4,212        3,809
                                            =======       =====        =====

          Assets:
            Homes and homesite sales,
             including investment in
             investee company               $10,169       7,917        7,222
            Marine operations                 3,617       3,564        3,087
            Cash                              7,719       8,527        5,961
            Other                             2,104       2,973        5,373
                                             ------       -----        -----

                                            $23,609      22,981       21,643
                                            =======      ======       ======


                                       23
<PAGE>


                        THE MARINA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998





  (6)   Interim Quarterly Results (Unaudited)

<TABLE>
<CAPTION>
                                              First        Second         Third        Fourth
                 2000                        Quarter       Quarter       Quarter       Quarter
                                             -------       -------       -------       -------

           <S>                              <C>           <C>           <C>           <C>
           Total revenues                   $939,743      6,160,626     3,733,446     1,311,707
           Net earnings                        5,638      1,993,863     1,634,583       372,641
           Net earnings attributable
            to limited partners                2,155      1,231,531     1,009,617       231,492
           Net earnings per limited
            partner unit                        0.01           2.96          2.42          0.55

                 1999

           Total revenues                    948,198      7,092,232     3,619,727     1,982,947
           Net earnings                        1,858      2,466,289     1,382,025       362,043
           Net earnings attributable
            to limited partners                1,148      1,523,427       853,622       223,521
           Net earnings per limited
            partner unit                          --           3.66          2.05          0.53
</TABLE>


                                       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,  2000 and  1999,  and the  related  statements  of  earnings,
     partners'  equity  and cash  flows for each of the years in the  three-year
     period  ended  December  31,  2000.  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  auditing  standards  generally
     accepted in the United States of America.  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, 2000 and 1999,  and the results of its  operations  and its
     cash flows for each of the years in the  three-year  period ended  December
     31, 2000, in conformity with accounting  principles  generally  accepted in
     the United States of America.







     KPMG LLP
     Indianapolis, Indiana
     February 9, 2001



                                       25
<PAGE>



                                THE MARINA I L.P.

                                 Balance Sheets

                           December 31, 2000 and 1999




                   Assets                              2000            1999
                                                  -------------   -------------

Cash and cash equivalents                       $      987,853       2,248,223
Receivables from homesite sales                      1,488,122       1,307,476
Other receivables and assets                            45,243          20,774

Prepaid hook-up fees to Flatfork Creek Utility         517,488         540,910

Properties held for sale:
    Homesites available for sale                     3,325,052       2,657,507
    Land and land improvements                         553,626         817,265
                                                  -------------   -------------

                                                $    6,917,384       7,592,155
                                                  =============   =============

         Liabilities and Partners' Equity

Trade accounts payable and accrued expenses     $       43,051          49,517
Accounts payable to affiliates                              --         113,213
Land sale deposits                                      88,400          82,400
                                                  -------------   -------------

             Total liabilities                         131,451         245,130
                                                  -------------   -------------

Partners' equity:
    General partner                                  3,375,228       3,647,234
    Limited partner                                  3,410,705       3,699,791
                                                  -------------   -------------

             Total partners' equity                  6,785,933       7,347,025
                                                  -------------   -------------

                                                $    6,917,384       7,592,155
                                                  =============   =============


See accompanying notes to financial statements.


                                       26
<PAGE>


                                THE MARINA I L.P.

                             Statements of Earnings

                  Years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                           2000           1999           1998
                                                       -------------  -------------  -------------
<S>                                                  <C>                 <C>            <C>
Revenues:
    Homesite sales                                   $    5,850,750      5,829,182      3,446,500
    Interest income                                         305,147        174,262        155,021
                                                       -------------  -------------  -------------

                                                          6,155,897      6,003,444      3,601,521
                                                       -------------  -------------  -------------

Costs and expenses:
    Cost of homesites sold and related expenses           2,516,043      2,091,828      1,555,695
    General and administrative                               46,856         27,636         36,710
                                                       -------------  -------------  -------------

                                                          2,562,899      2,119,464      1,592,405
                                                       -------------  -------------  -------------

             Net earnings                                 3,592,998      3,883,980      2,009,116

Net earnings attributable to general partner              1,921,460      2,040,437      1,071,502
                                                       -------------  -------------  -------------

Net earnings attributable to limited partner         $    1,671,538      1,843,543        937,614
                                                       =============  =============  =============
</TABLE>


See accompanying notes to financial statements.


                                       27
<PAGE>


                                THE MARINA I L.P.

                         Statements of Partners' Equity

                  Years ended December 31, 2000, 1999 and 1998




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

<S>                                       <C>                   <C>             <C>
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

    Land contributed by partner                        --          70,910          70,910
    Distributions to partners                  (2,193,466)     (2,031,534)     (4,225,000)
    Net earnings                                1,921,460       1,671,538       3,592,998
                                            --------------  --------------  --------------

Balance December 31, 2000                 $     3,375,228       3,410,705       6,785,933
                                            ==============  ==============  ==============
</TABLE>


See accompanying notes to financial statements.


                                       28
<PAGE>


                                THE MARINA I L.P.

                            Statements of Cash Flows

                  Years ended December 31, 2000, 1999 and 1998




<TABLE>
<CAPTION>
                                                                            2000             1999            1998
                                                                       ---------------  ---------------  --------------

<S>                                                                  <C>                     <C>             <C>
Cash flows from operating activities:
    Net earnings                                                     $      3,592,998        3,883,980       2,009,116
      Adjustments to reconcile net earnings to net cash
        provided by operating activities:
           Receivables on current year's homesite sales                      (527,739)        (638,933)       (419,672)
           Collection on prior years' homesite sales                          162,093          107,336         211,449
           Changes in properties held for sale                               (125,996)        (120,562)        448,843
           Change in operating assets and liabilities                        (136,726)         (21,098)       (110,275)
                                                                       ---------------  ---------------  --------------

               Net cash provided by operating activities                    2,964,630        3,210,723       2,139,461
                                                                       ---------------  ---------------  --------------

Cash flows from financing activities:
    Distributions to partners                                              (4,225,000)      (2,555,322)     (1,100,000)
                                                                       ---------------  ---------------  --------------

               Net cash used by financing activities                       (4,225,000)      (2,555,322)     (1,100,000)
                                                                       ---------------  ---------------  --------------

               Net increase (decrease) in cash
                  and cash equivalents                                     (1,260,370)         655,401       1,039,461

Cash and cash equivalents at beginning of year                              2,248,223        1,592,822         553,361
                                                                       ---------------  ---------------  --------------

Cash and cash equivalents at end of year                             $        987,853        2,248,223       1,592,822
                                                                       ===============  ===============  ==============

Non-cash items:
    Foreclosure on homesite sale                                     $        207,000               --              --
                                                                       ===============  ===============  ==============

    Land contributed by partner                                      $         70,910               --              --
                                                                       ===============  ===============  ==============
</TABLE>

See accompanying notes to financial statements.


                                       29
<PAGE>




                               THE MARINA I L. P.

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998





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  of 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 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 homesites begins.

      Sales of homesites are for cash or with purchase  money  mortgages.  Sales
      that 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 TMLP and Irving) for the
      cost of certain  utility  hook-up  charges  which is  included  in cost of
      homesites  sold.  In 2000 and 1999,  Marina I paid  $306,000 and $372,000,
      respectively,  to Flatfork  Creek  Utility,  Inc. as advance  payments for
      future utility hook-ups.

      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.

                                                                (Continued)

                                       30
<PAGE>





                               THE MARINA I L. P.

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998





 (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  accounting
      principles  generally  accepted in the United  States of America  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                                                           1934

Stanley E. Hunt                     Retired  1)                                                               1930

Allen E. Rosenberg                  President of the General Partner                                          1935

Allen E. Rosenberg II               Vice President and Assistant Treasurer of the General Partner  2)         1955

Donald J. Calabria                  Vice President, Treasurer and Secretary of the General Partner  3)        1939

Robert K. Bussell                   Vice President of the General Partner 4)                                  1961
</TABLE>

1.       Mr. Hunt passed away in December, 2000.

2.       Mr. Rosenberg II became Assistant Treasurer of the General Partner in
         1987 and Vice President and a Director in 1997.

3.       Mr.  Calabria  became Vice  President & CFO,  Treasurer and  Secretary
         of the General  Partner in 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.

4.       Mr. Bussell became  Director of Sales and Marketing in 1994 and was
         elected as Vice President of the General  Partner in 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 2000 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, 2000,1999 and 1998.

                           SUMMARY COMPENSATION TABLE
                           --------------------------
                   Name and
              Principal Position                Year      Salary       Bonus
              ------------------                ----      ------       -----

Allen E. Rosenberg                              2000     $250,000    $171,772
     President, Director of                     1999      234,884     154,026
     the General Partner                        1998      200,000     148,541

Allen E. Rosenberg II                           2000     $110,000    $ 89,450
     Vice President, Assistant Treasurer        1999      114,231      80,000
     and Director of the General Partner        1998      110,000     100,000

Robert K. Bussell                               2000    $  60,000    $105,070
     Vice President of                          1999       62,308     116,925
     the General Partner                        1998       60,000      67,740

Donald J. Calabria                              2000    $  98,846   $  24,000
     Vice President, Chief Financial Officer,   1999       95,423      17,000
     Treasurer and Secretary of the             1998       81,742      12,000
     General Partner



                                       33
<PAGE>




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 $6,500 in 2000. In addition to
the fees  received as a  Director,  Mr.  Hunt  received a quarterly  retainer of
$1,500 for providing consulting services to the Partnership.

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
                    ----                         ------
                    2000                         $ -0-
                    1999                           -0-
                    1998                        18,150


         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
                    ----                         ------
                    2000                        $171,772
                    1999                         154,026
                    1998                         130,391

         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 $89,450 and $80,000 were paid in 2000 and
1999  respectively.  In 1998,  $100,000 was paid as the minimum  amount  payable
under the plan in that year.

         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.
In the case of the Weatherstone  Sub-division  .75% of sales value is paid. 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 $94,500 in 2000, 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 23,
2001.

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

 Patrick J. Bruggeman                        15,600                 3.8%
 Allen E. Rosenberg                           8,971 1)              2.1%
 Allen E. Rosenberg II                        3,166 2)              0.8%
 All Directors and Officers of the
 General Partner as a Group (7 Persons)      27,737 3)              6.7%

1.   Includes  8,036  Units owned by Mr.  Rosenberg's  wife and 935 owned by his
     daughter.

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

3.   Includes  12,137 Units owned by spouses or others as 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 23, 2001 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. 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 23, 2001 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%

                   Estate of 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 Mary Jo Rosenberg,  Amy
E. Rosenberg,  Rebecca J. Griffin,  and Allen E. Rosenberg II.  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, 2000 and 1999.

         Statements of Earnings -- Years Ended December 31, 2000, 1999 and 1998.

         Statements of Partners'  Equity -- Years Ended December 31, 2000,  1999
         and 1998.

         Statements  of Cash Flows -- Years Ended  December 31,  2000,  1999 and
         1998.

         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 2000 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 23, 2001            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


/s/Lawrence L. Buell
--------------------
Lawrence L. Buell           Director                          March 23, 2001


/s/Allen E. Rosenberg       Director and President
---------------------
Allen E. Rosenberg          (Principal Executive Officer)     March 23, 2001


                            Director,
/s/Allen E. Rosenberg II    Vice President and
------------------------
Allen E. Rosenberg II       Assistant Treasurer               March 23, 2001


                            Vice President,
/s/Donald J. Calabria       Treasurer, and Secretary
---------------------
Donald J. Calabria          (Principal Financial Officer)     March 23, 2001


                                       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 23, 2001          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 23, 2001

------------------------
Lawrence L. Buell              Director                          March 23, 2001

------------------------       Director and President
Allen E. Rosenberg             (Principal Executive Officer)     March 23, 2001

                               Director,
------------------------       Vice President and
Allen E. Rosenberg II          Assistant Treasurer               March 23, 2001

                               Vice President,
------------------------       Treasurer, and Secretary
Donald J. Calabria             (Principal Financial Officer)     March 23, 2001


                                       41