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, 2001

                                       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 22, 2002, and assuming solely for
urposes of this calculation that all executive officers and Directors of the
registrant are affiliates, was approximately $12,586,000. The source of the bid
quotation is the matching service made available by the Registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE



                                       1
<PAGE>









                                    FORM 10-K

                                TABLE OF CONTENTS

                                                                        Page

PART I

Item 1          - Business                                                1

Item 2          - Properties                                              7

Item 3          - Legal Proceedings                                       7

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

PART II

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

Item 6          - Selected Financial Data                                 9

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

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

Item 8          - Financial Statements and Supplementary Data            13

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

PART III

Item 10         - Directors and Executive Officers                       32

Item 11         - Executive Compensation                                 33

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

Item 13         - Certain Relationships and Related Transactions         37

PART IV

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

SIGNATURES                                                               40




                                       2
<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.

         Effective September 7, 2001, the holders of Limited Partner Units (the
"Limited Partners") approved a proposal to amend the Agreement of Limited
Partnership of The Marina Limited Partnership (the "Partnership Agreement") to
reduce the number of authorized Units to effect a reverse unit split in which
one new Unit was exchanged for every 300 old Units issued and outstanding.
Limited Partners who owned less than 300 old Units received from the Partnership
$40.00 for each old Unit, unless a Limited Partner elected to round up by
purchasing a fractional new Unit at $40.00 per 1/300 fractional new Unit
sufficiently to receive a whole new Unit.

         The effect of the reverse unit split was to reduce the number of
Limited Partners below 300, thereby enabling the Partnership to terminate
registration of the Limited Partner Units under, and be relieved of, the
periodic reporting, proxy solicitation and other informational requirements of,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following
the approval of the reverse unit split, and giving effect to the Limited
Partners who elected to round up by purchasing a fractional new Unit
sufficiently to receive a whole new Unit, the number of Limited Partners was
reduced to 189. As a result, the Partnership filed the appropriate certification
with the Securities and Exchange Commission ("SEC") to terminate registration of
the Limited Partner Units under the Exchange Act, effective November 15, 2001.
After the filing and dissemination of this annual report on Form 10-K for the
fiscal year ended December 31, 2001, the Partnership will no longer file Form
10-K, Form 10-Q or other reports with the SEC. Limited Partners will no longer
receive informational material such as this annual report in its present format;
however, pursuant to the Partnership Agreement, the Partnership will continue to
send audited annual financial statements to the Limited Partners.

         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.


                                       3
<PAGE>

Investment Real Estate

         On December 31, 2001, the Partnership owned approximately 306 acres of
investment real estate. Approximately 259 acres of this investment real estate
are adjacent to Geist Lake, and approximately 52 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 33 percent of the Partnership's revenues for 2001, 38 percent for 2000, and
41 percent for 1999. There were $530,000 in sales of investment land in 2001 and
no sales of investment land in 2000.

         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, 2001, the Partnership's investment real
estate at Geist Lake consisted of approximately 259 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.

         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, 2001, the Partnership's investment
properties at Morse Lake consisted of approximately 47 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 no homesites from Bridgewater in 2001. There were two homesites
in inventory at December 31, 2001.

         The Marina I L.P., a joint venture, sold 35 homesites in Cambridge in
2001. See "Marina I" below. Marina I had 13 homesites remaining to be sold in
Cambridge, of which nine 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 2001, the Partnership sold six homesites
from Morse Overlook, all of which were waterfront homesites. These sales
generated homesite revenue of $1,250,000. At December 31, 2001, the Partnership
had 16 homesites in inventory of which four were waterfront.

         The Partnership has developed Sail Place, a 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 one homesite with a home in 2001 for total revenue of $669,000. There are
20 homesites remaining in inventory.

         The Partnership has developed Canal Place, a new residential community
in the Geist Lake area containing 81 homesites in the first section, including
17 owned by Marina I. 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 nine
homesites in 2001 for total revenue of $689,000. Marina I sold two homesites
from Canal Place in 2001.

                                       4
<PAGE>

         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
18 homesites in Weatherstone in 2001. The builder acquires three homesites per
month, which commenced in March 2000, until all homesites are sold. There were
five homesites remaining in Weatherstone at December 31, 2001 which will be sold
in 2002.

         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 2002. 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. Interest
rates on homesites sold on contract are 9% the first year, 10% in the second
year, and 12% for the remainder.

         Investment  Property. During 2001 the Partnership sold investment land
for a total of $530,000  compared with no sales in 1999 and 2000.

         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 $250,000 in rental income from Marina
Village in 2001.

         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 $2,579,000 and $2,509,000 cash, respectively, in distributions during
2001. Additionally, the Partnership recognized $2,277,000 in equity earnings
from Marina I for the 55 homesites sold by Marina I and other related activities
in 2001. 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 $54,500 as income for 2001, of which the Partnership
accounted for its share as an increase in its investment in the Corporation.
There are ongoing discussions to sell the utility assets of Flatfork if future
sewer service can be assured to the remaining Marina and Irving land. Based on
current discussion, the sale if made will be for cash and future payments. There
is no signed agreement to sell and any sale will be subject to regulatory
approval.



                                       5
<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 42 percent of the Partnership's
revenues in 2001, 41 percent in 2000, and 37 percent in 1999. 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.



                                       6
<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 32 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.



                                       7
<PAGE>




         The Partnership continues to operate the matching service through which
Limited Partners and interested buyers may buy and sell Limited Partner Units.
In order to ensure the Partnership continues to be treated as a partnership for
federal income tax purposes, the matching service strictly follows rules and
regulations established by the Internal Revenue Service ("IRS"). To buy or sell
under the matching service, a Limited Partner or potential buyer first contacts
the Partnership in writing and expresses an interest to either (i) buy or sell
at a certain price set by the person contacting the Partnership (a "nonfirm
price quote"), or (ii) buy or sell without an accompanying price (a "nonbinding
indication of interest"). Neither a nonfirm price quote nor a nonbinding
indication of interest commits a person to buy or sell. The Partnership records
the information on a quote sheet, including the number of units to be bought or
sold if appropriate, and sends the person a copy of the quote. All information
concerning quotes and indications of interest are made known to inquiring
partners and by potential buyers. If a Limited Partner 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 Limited Partner 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, which is the minimum time period permitted for the closing of
a sale pursuant to rules and regulations established by the IRS for partnership
matching services. 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.

         The Partnership provides contact information and a transaction history
to potential buyers and sellers. It is the responsibility of the potential buyer
and seller to negotiate a sale. If a match is made between a buyer and seller,
the Partnership is notified, and the Partnership sets the closing date in
accordance with IRS rules and regulations. The exchange of the purchase price
and the certificate representing the Limited Partner Units being sold is
conducted by an escrow agent specified by the Partnership.

         The sum of the total number of Limited Partner Units that may be sold
through the matching service in any calendar year in accordance with IRS rules
and regulations is limited to ten percent of all the outstanding Limited Partner
Units, or approximately 132.19 Units. If that limit is reached, 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.



                                       8
<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 2001.

                                     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 2000 and 2001 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 have been restated
to reflect the reverse unit split and represent non-binding indications of
interest in buying and not a firm commitment to buy.

                             2000                             2001
                             ----                             ----
                        High             Low           High           Low
  Quarter Ended         Bid              Bid           Bid            Bid
  -------------         ---              ---           ---            ---
    March 31         $10,800.00      $10,800.00     $10,800.00     $9,600.00
     June 30          $9,750.00       $9,150.00      $9,600.00     $9,600.00
  September 30       $10,200.00      $10,200.00      $9,750.00     $9,300.00
   December 31       $10,800.00      $10,800.00      $9,750.00     $9,300.00



                                       9
<PAGE>





         There is no established public trading market for the Limited Partner
Units. During the 60-day period that ended March 22, 2002, there were two bids
to purchase at $10,200 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 2001 there were 371 units traded through the matching service
prior to the reverse split. 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 22, 2002 there were approximately 187 record holders of
Limited Partner Units of the Partnership.

         On each of April 5, 2001 and April 5, 2000, the Partnership made cash
distributions of $1,650 respectively per unit as restated for the reverse unit
split. No other cash distributions were made during 2001 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.



                                       10
<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, 2001 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, 2001, 2000 and 1999, and the auditors' report thereon, are included
in Part II, Item 8.

<TABLE>
<CAPTION>
                               (In thousands, except per unit or share amounts)
                                            Years Ended December 31

Selected Statement of Earnings Data:                2001          2000         1999        1998          1997
------------------------------------                ----          ----         ----        ----          ----
<S>                                               <C>           <C>          <C>         <C>           <C>
Homes and homesite sales                          $4,327        $4,552       $5,649      $4,222        $2,733
Marine revenues                                    5,336         4,919        5,106       4,784         3,791
Gain on  investment properties                       223             -           43         498           661
Equity in earnings of investee companies           2,304         1,865        2,005       1,032           992
Other revenues                                       575           765          841         862           726
Earnings before income taxes                       4,223         4,007        4,212       3,809         3,742
Net earnings                                       4,223         4,007        4,212       3,809         3,742
Earnings per unit                               1,895.19      1,781.65     1,873.02    1,692.53      1,662.93
Weighted average number of limited
   partner units outstanding                    1,368.40      1,389.05     1,389.05    1,390.48      1,579.82
Cash distribution per unit 1)                   1,650.00      1,650.00     1,155.00    1,050.00        975.00

Selected Balance Sheet Data:

Total assets                                     $23,580       $23,609       $22,981      $21,643     $20,038
Debt obligations                                     -             -             -            -          -
Partners' equity                                  22,225        22,518        22,221       20,607      19,178
</TABLE>




1)       Cash distribution per unit has been calculated on the following basis:


                                    General         Limited
                                    Partner         Partner
                    Period           Units           Units
                    ------           -----           -----
                     2001            859.84         1,389.05

                     2000            859.84         1,389.05
                     1999            859.84         1,389.05
                     1998            859.84         1,390.61

                     1997            670.63         1,579.82



                                       11
<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 2001 were consistent
with 2000, 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:


                                            2001         2000        1999
                                            ----         ----        ----

Homes  and Homesite Sales                    33%          38%         41%
Marine Operations                            42%          41%         37%
Equity in Earnings From Investee Companies   18%          15%         15%



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

     Year     Bridgewater    Cambridge   Morse Overlook  Canal Place    Total

     2001         0             0            6                9           15

     2000         3             0            8                2           13

     1999         3             8            6                0           17



         Home Sales
         During 2001, the Partnership completed construction and sold four homes
compared to five in 2000.




                                       12
<PAGE>




         Marina I L.P.
         The Partnership is the general partner of Marina I which has also
developed homesites in Cambridge. During 2001, Marina I sold 55 homesites from
Cambridge and Weatherstone as compared to 52 homesite sales in 2000 and 42 in
1999

         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 2002. On December 31, 2001, the Partnership had cash and cash
equivalents, including short-term investments, of $6,576,000. On December 31,
2001, the Partnership did not have any significant contractual commitments for
capital expenditures to be made during 2002. During 2001, approximately $378,000
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.


Critical Accounting Policies

          Homesite Sales
                  Cost of sales for homesite properties sold is determined based
upon the accumulated cost of the group of homesites as a percentage of the
estimated aggregate selling price. Changes in selling prices can create a
deviation in recorded cost of sales. Such deviation will not be material as
selling price changes during the life of the project segment are not material in
the aggregate.



                                       13
<PAGE>





Results of Operations
         2001 Compared to 2000. Net earnings increased by $216,000 in 2001 from
2000. The following table sets forth the increases and decreases by operating
unit:
                                                         Increase
                                                        (Decrease)
                                                       -----------
        Home and Homesite Sales                      $     (409,000)
        Equity in Earnings of Marina I L.P.          $      356,000
        Sale of Investment Land                      $      223,000
                                                     --------------
               Net Real Estate Increase              $      170,000

        Marine Operations                            $      255,000

        Interest Earnings                            $     (126,000)

        Other, net                                   $      (83,000)
                                                     --------------
                                                     $      216,000
                                                     ==============

         Earnings from homes and homesite sales were $1,055,000 in 2001 compared
to $1,464,000 in 2000, which was substantially offset by an increase in earning
from Marina I homesite sales of $356,000.

         The Partnership recognized $2,217,000 in 2001 compared to $1,921,000 in
2000 as its share of the earnings 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.

         The Partnership is a 50 percent owner in Flatfork Creek Utility, Inc.
(See Item 1 "Business") As a result, the Partnership recognized a profit of
$27,000 in 2001 compared to a loss of $57,000 in 2000.

         On April 5, 2001, the Partnership made a cash distribution to the
partners of record on March 23, 2001 of $1,650 per unit of partnership interest
adjusted for the 300 for 1 reverse unit split, for a total of $3,711,000.

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 $355,000
which is after a reclassification of $130,000 to marine operations expenses from
general and administrative expenses in 2000. 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 $1,464,000 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.

         On April 5, 2000, the Partnership made a cash distribution to the
partners of record on March 27, 2000 of $1,650 per unit of partnership
interest adjusted for the 300 for 1 reverse unit split, for a total of
$3,711,000.

                                       14
<PAGE>


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, 2001, 2000, and 1999 and the
independent auditors' reports thereon. A list of the reports and financial
statements appears in response to Item 14 of this report.




                                       15
<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, 2001 and 2000, and the related statements of
earnings, partners' equity and cash flows for each of the years in the
three-year period ended December 31, 2001. 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, 2001 and 2000, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.





KPMG LLP
Indianapolis, Indiana
February 8, 2002






                                       16
<PAGE>



                                           The Marina Limited Partnership

                                                  Balance Sheets

                                             December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                    Assets                                   2001                 2000
                                                                   -------------------   -------------------
<S>                                                             <C>                               <C>
Cash and cash equivalents                                       $           6,575,683             7,719,350
Receivables from homesite sales                                               987,275             1,056,586
Other receivables and assets                                                1,336,827             1,333,457
Properties held for sale:
     Homes and homesites available for sale                                 6,103,179             4,284,320
     Land and land improvements                                               727,797               935,198
                                                                   -------------------   -------------------
                                                                            6,830,976             5,219,518
Property and equipment, net (note 2)                                        4,848,267             5,004,323
Other investments (note 3):
     Marina I                                                               3,126,673             3,428,350
     Investments in and advances to Flatfork Creek Utility                   (125,727)             (152,980)
                                                                   -------------------   -------------------
                                                                $          23,579,974            23,608,604
                                                                   ===================   ===================
                         Liabilities and Partners' Equity
Accounts payable                                                              972,143               705,514
Accrued bonuses                                                               132,027               133,023
Deferred revenues and sale deposits                                           250,570               252,547
                                                                   -------------------   -------------------
           Total liabilities                                                1,354,740             1,091,084
                                                                   -------------------   -------------------
Partners' equity:
     General partner - 859.84 units outstanding                             8,784,376             8,624,873
     Limited partners - 1,321.94 units outstanding                         13,440,858            13,892,647
                                                                   -------------------   -------------------
           Total partners' equity                                          22,225,234            22,517,520
                                                                   -------------------   -------------------
                                                                $          23,579,974            23,608,604
                                                                   ===================   ===================
</TABLE>
See accompanying notes to financial statements.





                                       17
<PAGE>



                                          The Marina Limited Partnership

                                               Statements of Earnings

                                    Years ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>
                                                                              2001                2000                 1999
                                                                      -----------------    ----------------   ------------------
Revenues:
<S>                                                            <C>                               <C>                   <C>
     Home and homesite sales                                   $           4,327,023             4,551,986             5,648,667
     Marine operations                                                     5,335,570             4,919,091             5,105,899
     Equity in earnings of investee companies (note 3)                     2,304,380             1,864,932             2,004,974
     Interest income                                                         346,281               472,620               500,003
     Rental income, net (note 4)                                             200,104               252,891               286,160
     Recreational facilities, net                                             28,455                42,780                54,893
     Gain on sales of investment properties                                  223,410                     -                42,508
                                                                  -------------------   -------------------   -------------------
                                                                          12,765,223            12,104,300            13,643,104
                                                                  -------------------   -------------------   -------------------
Costs and expenses:
     Cost of homes and homesites sold
        and related expenses                                               3,271,766             3,088,127             4,367,209
     Marine operations                                                     4,121,472             3,959,501             3,790,842
     General and administrative                                            1,049,550               955,417             1,173,563
     Management fees paid to general partner (note 1)                         99,492                94,530                99,275
                                                                  -------------------   -------------------   -------------------
                                                                           8,542,280             8,097,575             9,430,889
                                                                  -------------------   -------------------   -------------------
Net earnings                                                               4,222,943             4,006,725             4,212,215
Net earnings attributable to general partner                               1,629,561             1,531,930             1,610,497
                                                                  -------------------   -------------------   -------------------

Net earnings attributable to limited partners                  $           2,593,382             2,474,795             2,601,718
                                                                  ===================   ===================   ===================
Weighted average number of limited
     partner units outstanding                                              1,368.40              1,389.05              1,389.05
                                                                  ===================   ===================   ===================
Net earnings per limited partner unit                          $            1,895.19              1,781.65              1,873.02
                                                                  ===================   ===================   ===================
</TABLE>
See accompanying notes to financial statements.






                                       18
<PAGE>




                                          The Marina Limited Partnership

                                           Statements of Partners' Equity

                                    Years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                  General               Limited                Total
                                                                 partner's             partner's             partners'
                                                                  equity                equity                equity
                                                            -------------------   -------------------   -------------------
<S>                                                      <C>                              <C>                   <C>
Balance December 31, 1998                                $           7,894,298            12,712,419            20,606,717
     Distributions to partners ($1,155 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 ($1,650 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
     Repurchase of limited partner units                                     -              (670,570)             (670,570)
     Premium paid to repurchase limited
        partner units                                                  (51,322)              (82,668)             (133,990)
     Distributions to partners ($1,650 per unit)                    (1,418,736)           (2,291,933)           (3,710,669)
     Net earnings                                                    1,629,561             2,593,382             4,222,943
                                                            -------------------   -------------------   -------------------
Balance December 31, 2001                                $           8,784,376            13,440,858            22,225,234
                                                            ===================   ===================   ===================
</TABLE>
See accompanying notes to financial statements.



                                       19
<PAGE>



                                          The Marina Limited Partnership

                                              Statements of Cash Flows

                                    Years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                               2001                2000                 1999
                                                                      -----------------    ----------------    -----------------
Cash flows from operating activities:
<S>                                                                <C>                           <C>                  <C>
     Net earnings                                                  $         4,222,943           4,006,725            4,212,215
     Adjustments to reconcile net earnings to net cash
        provided by operating activities:
           Depreciation                                                        533,777             531,536              524,257
           Equity in earnings of investee companies                         (2,304,380)         (1,864,932)          (2,004,974)
           Receivables on current year's homesite sales                       (318,185)           (615,932)                   -
           Collection of prior years' homesite sales                           387,496              70,697              521,612
           Gain on sales of investment properties                             (223,410)                  -              (42,508)
           Changes in properties held for sale                              (1,918,048)         (1,613,992)             578,586
           Change in other operating assets and liabilities                    260,286            (333,830)            (264,990)
                                                                      -----------------    ----------------    -----------------
              Net cash provided by operating activities                        640,479             180,272            3,524,198
                                                                      -----------------    ----------------    -----------------
Cash flows from investing activities:
     Distributions received from Marina I                                    2,578,804           2,193,466            1,270,367
     Flatfork Creek Utility advances and repayments                                  -             600,000              750,000
     Additions to property and equipment                                      (377,721)            (71,094)            (467,822)
     Proceeds from sales of investment properties                              530,000                   -               87,300
                                                                      -----------------    ----------------    -----------------
              Net cash provided (used)
                 by investing activities                                     2,731,083           2,722,372            1,639,845
                                                                      -----------------    ----------------    -----------------
Cash flows from financing activities:
     Distributions to partners                                              (3,710,669)         (3,710,669)          (2,597,469)
     Repurchase of limited partner units                                      (804,560)                  -                    -
                                                                      -----------------    ----------------    -----------------
              Net cash used by financing activities                         (4,515,229)         (3,710,669)          (2,597,469)
                                                                      -----------------    ----------------    -----------------
            Net increase (decrease) in cash
              and cash equivalents                                          (1,143,667)           (808,025)           2,566,574

Cash and cash equivalents at beginning of year                               7,719,350           8,527,375            5,960,801
                                                                     -----------------   -----------------    -----------------
Cash and cash equivalents at end of year                           $         6,575,683           7,719,350            8,527,375
                                                                     =================   =================    =================

</TABLE>
See accompanying notes to financial statements.



                                       20
<PAGE>



                         The Marina Limited Partnership

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999




(1)    Summary of Significant Accounting Policies

       (a)    General

              The Marina Limited Partnership units of interest, which had been
              registered securities, became non-registered on November 15, 2001
              following a 300 for 1 reverse unit split completed during October
              2001. The Partnership purchased 20,114 limited partner units net
              of 4,309 units purchased by the limited partners to round up to
              the minimum 300 old units. The Partnership paid a $6.66 premium
              over book value per unit, which was allocated between the general
              and limited partner accounts based upon their respective
              ownership.

              Subsequent to the completion of this transaction, limited partner
              units outstanding were reduced to 1,321.94 units held by 189
              limited partners. All units and per unit amounts have been
              adjusted to reflect the 300 for 1 reverse unit split.

              Marina II Corporation, the general partner, owns general partner
              units representing 39% of the Partnership and 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 $1,020,000 at December 31, 2001.

              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.

       (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.
              Costs of properties sold are determined by the relative sales
              value of the property to the total project. Properties are
              classified as available for sale when marketing of the homesites
              begin.



                                                                   (Continued)
                                       21
<PAGE>



                         The Marina Limited Partnership

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999



              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.

              At the time a homesite is sold, the Partnership allocates a
              portion of the prepaid developer contribution fee to Flatfork
              Creek Utility, Inc. for the cost of certain utility hook-up
              charges to cost of 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., and its 50%
              corporate investment in Flatfork Creek Utility, Inc. The
              Partnership's share of the net earnings and losses of these
              businesses is included in equity 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 dock rental and winter 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.


                                                                  (Continued)
                                       22
<PAGE>


                         The Marina Limited Partnership

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999


       (i)    Use of Estimates

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of
              America which may require 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, buildings and equipment used in the partnership operations
       are summarized at December 31 as follows:


                                              2001                  2000
                                     -------------------   -------------------
Operating land and improvements   $           1,258,892             1,258,892
Buildings and equipment                       9,083,458             8,705,737
                                     -------------------   -------------------
                                             10,342,350             9,964,629
Accumulated depreciation                      5,494,083             4,960,306
                                     -------------------   -------------------
                                  $           4,848,267             5,004,323
                                     ===================   ===================


(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 $2,277,126 in 2001, $1,921,460 in 2000 and $2,040,456
              in 1999.


                                                                    (Continued)
                                       23
<PAGE>

                         The Marina Limited Partnership

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999



              The following is a summary of balance sheet and operating
              information (in thousands) of Marina I as of December 31, 2001 and
              2000 and for the years then ended:


                                                     2001            2000
                                               -------------   ---------------
Cash and cash equivalents                   $         1,808            988
Homes and homesites available for sale
     and land and land improvements                   2,226          3,856
Receivables from homesite sales                       1,961          1,488
Other assets                                            290            585
Liabilities                                            (127)          (131)
                                               -------------   ------------
                 Partners' equity           $         6,158          6,786
                                               =============   ============
Homesite sales and other revenues                     6,810          6,156
Cost of homesites sold and expenses                   2,350          2,563
                                               -------------   ------------
                 Net earnings               $         4,460          3,593
                                               =============   ============



              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 gain of
              $27,254 in 2001, and a loss of $56,528 and $35,482 in 2000 and
              1999, respectively, as its share of the Corporation's results of
              operations.

(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.
       There were no overage rents in 2001 with $36,400 and $52,800 for 2000 and
       1999, 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, 2001, 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.


                                                                  (Continued)
                                       24
<PAGE>


                         The Marina Limited Partnership

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999


       The minimum rent payments due under operating leases in effect at
December 31, 2001 are summarized as follows:

                  2002                      $             405,230
                  2003                                    368,626
                  2004                                    371,724
                  2005                                    227,055
                  2006                                     30,029
                                               -------------------
                                            $           1,402,664
                                               ===================


(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 2001, 2000 and 1999 is as follows (in thousands):


<TABLE>
<CAPTION>
                                                                  2001              2000              1999
                                                             ---------------   ---------------   ---------------
Revenues:
<S>                                                       <C>                           <C>               <C>
     Homes and homesites                                  $           4,327             4,552             5,648
     Equity in earnings of investee company                           2,304             1,865             2,040
                                                             ---------------   ---------------   ---------------
                                                                      6,631             6,417             7,688
     Marine operations                                                5,336             4,919             5,106
     Other                                                              798               809               849
                                                             ---------------   ---------------   ---------------
                                                          $          12,765            12,145            13,643
                                                             ===============   ===============   ===============
Operating income:
     Homes and homesites sales, including equity
        in earnings of investee company                   $           3,395             3,334             3,321
     Marine operations                                                1,214               960             1,315
     Other                                                              763               769               849
     Administration                                                  (1,149)           (1,056)           (1,273)
                                                             ---------------   ---------------   ---------------
                                                          $           4,223             4,007             4,212
                                                             ===============   ===============   ===============
Assets:
     Homes and homesites sales, including
        investment in investee company                    $          11,039            10,169             7,917
     Marine operations                                                3,887             3,617             3,564
     Cash                                                             6,576             7,719             8,527
     Other                                                            2,078             2,104             2,973
                                                             ---------------   ---------------   ---------------
                                                          $          23,580            23,609            22,981
                                                             ===============   ===============   ===============
</TABLE>



                                                                  (Continued)
                                       25
<PAGE>




                         The Marina Limited Partnership

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999



(6)    Interim Quarterly Results (Unaudited)


<TABLE>
<CAPTION>
                                       First            Second            Third            Fourth
        2001                          Quarter           Quarter          Quarter           Quarter

<S>                          <C>                      <C>               <C>               <C>
Total revenues               $       2,441,910        3,959,294         3,638,237         2,725,782

Net earnings                           365,484        1,602,616         1,542,534           712,309

Net earnings attributable
     to limited partners               225,745          991,100           952,762           423,775

Net earnings per limited
     partner unit                       164.97           724.28            696.26            309.68


 2000

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                         2.51           886.60            726.84            165.70

</TABLE>





                                       26
<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, 2001 and 2000, and the related statements of earnings, partners'
equity and cash flows for each of the years in the three-year period ended
December 31, 2001. 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, 2001 and 2000, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.





KPMG LLP
Indianapolis, Indiana
February 8, 2002






                                       27
<PAGE>




                                                 The Marina I L.P.

                                                   Balance Sheets

                                             December 31, 2001 and 2000



<TABLE>
<CAPTION>
                                    Assets                                2001                  2000
                                                                -------------------   -------------------
<S>                                                           <C>                                <C>
Cash and cash equivalents                                     $          1,808,297               987,853
Receivables from homesite sales                                          1,961,492             1,488,122
Prepaid hook-up fees to Flatfork Creek Utility                             189,372               517,488
Other receivables and assets                                               100,813                45,243
Properties held for sale:
     Homesites available for sale                                        1,671,904             3,325,052
     Land and land improvements                                            553,626               553,626
                                                                -------------------   -------------------
                                                              $          6,285,504             6,917,384
                                                                ===================   ===================
                       Liabilities and Partners' Equity
Accounts payable and accrued expenses                         $             44,718                43,051
Land sale deposits                                                          82,600                88,400
                                                                -------------------   -------------------
                 Total liabilities                                         127,318               131,451
                                                                -------------------   -------------------
Partners' equity:
     General partner                                                     3,073,550             3,375,228
     Limited partner                                                     3,084,636             3,410,705
                                                                -------------------   -------------------
                 Total partners' equity                                  6,158,186             6,785,933
                                                                -------------------   -------------------
                                                              $          6,285,504             6,917,384
                                                                ===================   ===================
</TABLE>
See accompanying notes to financial statements.



                                       28
<PAGE>



                                                 The Marina I L.P.

                                               Statements of Earnings

                                    Years ended December 31, 2001, 2000 and 1999



<TABLE>
<CAPTION>
                                                                    2001                  2000                  1999
                                                            -------------------   -------------------   -------------------
Revenues:
<S>                                                       <C>                              <C>                   <C>
     Homesite sales                                       $          6,539,840             5,850,750             5,829,182
     Interest income                                                   270,189               305,147               174,262
                                                            -------------------   -------------------   -------------------
                                                                     6,810,029             6,155,897             6,003,444
                                                            -------------------   -------------------   -------------------
Costs and expenses:
     Cost of homesites sold and related expenses                     2,316,465             2,516,043             2,091,828
     General and administrative                                         33,717                46,856                27,636
                                                            -------------------   -------------------   -------------------
                                                                     2,350,182             2,562,899             2,119,464
                                                            -------------------   -------------------   -------------------
                 Net earnings                                        4,459,847             3,592,998             3,883,980
Net earnings attributable to general partner                         2,277,126             1,921,460             2,040,437
                                                            -------------------   -------------------   -------------------
Net earnings attributable to limited partner              $          2,182,721             1,671,538             1,843,543
                                                            ===================   ===================   ===================
</TABLE>
See accompanying notes to financial statements.



                                       29
<PAGE>



                                                 The Marina I L.P.

                                           Statements of Partners' Equity

                                    Years ended December 31, 2001, 2000 and 1999



<TABLE>
<CAPTION>
                                                 General               Limited                Total
                                                partner's             partner's             partners'
                                                  equity                equity                equity
                                            -------------------   -------------------   -------------------
<S>                                       <C>                              <C>                   <C>
Balance at 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 at 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 at December 31, 2000                         3,375,228             3,410,705             6,785,933
     Distributions to partners                      (2,578,804)           (2,508,790)           (5,087,594)
     Net earnings                                    2,277,126             2,182,721             4,459,847
                                            -------------------   -------------------   -------------------
Balance at December 31, 2001              $          3,073,550             3,084,636             6,158,186
                                            ===================   ===================   ===================

</TABLE>
See accompanying notes to financial statements.



                                       30
<PAGE>


                                                 The Marina I L.P.

                                              Statements of Cash Flows

                                    Years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                           2001                2000                1999
                                                                     -----------------   -----------------    ----------------
Cash flows from operating activities:
<S>                                                                <C>                          <C>                 <C>
     Net earnings                                                  $        4,459,847           3,592,998           3,883,980
     Adjustments to reconcile net earnings to net cash
        provided by operating activities:
           Receivables on current year's homesite sales                    (1,292,080)           (527,739)           (638,933)
           Collection on prior years' homesite sales                          818,710             162,093             107,336
           Changes in properties held for sale                              1,653,148            (125,996)           (120,562)
           Change in other operating assets and
              liabilities, net                                                268,413            (136,726)            (21,098)
                                                                     -----------------   -----------------    ----------------
                 Net cash provided by operating activities                  5,908,038           2,964,630           3,210,723
                                                                     -----------------   -----------------    ----------------
Cash flows from financing activities:
     Distributions to partners                                             (5,087,594)         (4,225,000)         (2,555,322)
                                                                     -----------------   -----------------    ----------------
                 Net cash used by financing activities                     (5,087,594)         (4,225,000)         (2,555,322)
                                                                     -----------------   -----------------    ----------------
                 Net increase (decrease) in cash
                    and cash equivalents                                      820,444         (1,260,370)             655,401
Cash and cash equivalents at beginning of year                                987,853           2,248,223           1,592,822
                                                                     -----------------   -----------------    ----------------
Cash and cash equivalents at end of year                           $        1,808,297             987,853           2,248,223
                                                                     =================   =================    ================
Non-cash items:
     Foreclosure on homesite sale                                  $                -             207,000                   -
                                                                     =================   =================    ================
     Land contributed by partner                                   $                -              70,910                   -
                                                                     =================   =================    ================
</TABLE>
See accompanying notes to financial statements.




                                       31
<PAGE>




                                The Marina I L.P.

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999



Summary of Significant Accounting Policies

(a)    General

       The Marina I L. P. (Marina I or the Partnership) was formed by The Marina
       Limited Partnership (TMLP), the general partner, and Irving Materials,
       Inc. (Irving), the limited partner, to develop homesites 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. Costs of homesites sold are determined
       by the relative sales value of the homesite to the total project.
       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.

       At the time a lot is sold, the Partnership allocates a portion of the
       prepaid developer contribution fee to Flatfork Creek Utility, Inc. (whose
       partners are TMLP and Irving) for the cost of certain utility hook-up
       charges to cost of homesites sold. In 2000, Marina I paid $306,000 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)
                                       32
<PAGE>



                                The Marina I L.P.

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999




(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 which may
       require 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.





                                       33
<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>
       Name                        Principal Occupation                                        Year of 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

Gordon D. Byers           Attorney at Law 1)                                                        1949
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. Byers became a Director in 2001. He has received legal fees
         from the Partnership and its affiliates for work on real estate
         development matters totaling $103,272 for the year 2001.

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.





                                       34
<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.  Rosenberg II was elected as a Director in 1997 and Mr.
Byers was elected as a Director in 2001.  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 2001 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, 2001, 2000 and 1999.

                           SUMMARY COMPENSATION TABLE
                 Name and
            Principal Position                 Year      Salary        Bonus

Allen E. Rosenberg                             2001     $250,000     $181,583
   President, Director of                      2000      250,000      171,772
   the General Partner                         1999      234,884      154,026

Allen E. Rosenberg II                          2001     $110,000     $ 53,859
   Vice President, Assistant Treasurer         2000      110,000       89,450
   and Director of the General Partner         1999      114,231       80,000

Robert K. Bussell                              2001    $  60,000     $110,932
   Vice President of                           2000       60,000      105,070
   the General Partner                         1999       62,308      116,925

Donald J. Calabria                             2001     $104,616     $ 27,000
   Vice President, Chief Financial Officer,    2000       98,846       24,000
   Treasurer and Secretary of the              1999       95,423       17,000
   General Partner





                                       35
<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 $7,500 in 2001.

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
                        ----                         ------
                        2001                       $ 15,900
                        2000                            -0-
                        1999                            -0-


         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
                        ----                         ------
                        2001                        $165,683
                        2000                         171,772
                        1999                         154,026

         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 $53,859, $89,450 and $80,000 were paid in
2001, 2000 and 1999 respectively.

         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 $99,500 in 2001, 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.




                                       36
<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 22,
2002. Such units have been restated to reflect the 300:1 reverse unit split.

                                              Number of             Percent
                                         Limited Partner Units        Of
           Name                            Beneficially Owned        Class

  Patrick J. Bruggeman                         52.0                  3.9%
  Allen E. Rosenberg                           34.4 1)               2.6%
  Allen E. Rosenberg II                         9.9 2)               0.7%
  All Directors and Officers of the
  General Partner as a Group (7 Persons)       96.3 3)               7.3%

1)   Includes 32.9 Units owned by Mr. Rosenberg's wife and 1.5 owned by his
     daughter.

2)   Includes 9.9 Units owned by Mr. Rosenberg II's spouse and minor children.

3)   Includes 44.3 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.

         As of March 22, 2002 the General Partner owns a 39.4 percent interest
in the profits, losses, capital, and distributions of the Partnership.



                                       37
<PAGE>



         Three of the Continuing Directors, in addition to Mr. Rosenberg II and
Mr. Byers, 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. Ownership of the shares of the General Partner on March 22, 2002 is as
set forth in the following table:


                                                        Percentage
                       Shareholder                       Ownership


       Allen E. Rosenberg                                  38.6%

       Patrick J. Bruggeman                                17.2%

       Allen E. Rosenberg II                                8.2%

       Nancy Hunt 1)                                        2.6%

       Lawrence Buell                                        .8%

       The Callaway Limited Partnership 2)                 32.6%


         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.

     1) Upon approval of the General Partner,  Nancy Hunt,  spouse of Stanley E.
        Hunt who was a Director  of the General  Partner,  assumed ownership of
        shares previously owned by the estate of Mr. Hunt.

     2) The Callaway  Limited  Partnership  was formed in January 2002 to hold
        shares  previously  owned  by  the  children  of Mr.  Rosenberg.  Upon
        approval  of the  Board  of  Directors  of the  General  Partner,  Mr.
        Rosenberg  transferred an additional 80 shares of the General  Partner
        to The  Callaway  Limited  Partnership.  Mr.  Rosenberg is the general
        Partner of The Callaway  Limited  Partnership  but all voting  control
        over Marina stock is retained by Mr. Rosenberg's three children.

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.



                                       38
<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.



                                       39
<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, 2001 and 2000.

         Statements of Earnings -- Years Ended December 31, 2001, 2000 and 1999.

         Statements of Partners' Equity -- Years Ended December 31, 2001, 2000
         and 1999.

         Statements of Cash Flows -- Years Ended December 31, 2001, 2000 and
         1999.

         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:

Exhibit                                                             Page No. or
Number  Exhibit                                                      Filed With

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.




                                       40
<PAGE>





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)

--------------------------

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 2001 by the Partnership.



                                       41
<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 22, 2002            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

/s/ Patrick J. Bruggeman
------------------------
Patrick J. Bruggeman        Director                            March 22, 2002

/s/Lawrence L. Buell
--------------------
Lawrence L. Buell           Director                            March 22, 2002

/s/Gordon D. Byers
------------------
Gordon D. Byers             Director                            March 22, 2002

/s/Allen E. Rosenberg       Director and President
---------------------
Allen E. Rosenberg          (Principal Executive Officer)       March 22, 2002

                            Director,
/s/Allen E. Rosenberg II    Vice President and
------------------------
Allen E. Rosenberg II       Assistant Treasurer                 March 22, 2002

                            Vice President,
/s/Donald J. Calabria       Treasurer, and Secretary
---------------------
Donald J. Calabria          (Principal Financial Officer)       March 22, 2002





                                       42