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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT

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

For the year ended December 31, 2000

Commission File Number 0-11980

VENETIAN PARK ASSOCIATES, LTD.
(A LIMITED PARTNERSHIP)
(Exact name of registrant as specified in its charter)

California		95-3887496
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

3250 Ocean Park Blvd., Suite 380
Santa Monica, CA 90405
(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:
(310) 450-6866

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

Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(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 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 / /

The Registrant has no voting stock. The Registrant's outstanding securities consist of units of limited partnership interest which have no readily ascertainable market value since there is no immediate public trading market for these securities on which to base a calculation of aggregate market value.

Venetian Park Associates, Ltd. (A Limited Partnership)

Contents

		Page
PART I
Item 1.	Business	2–4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Submission of Matters to a Vote of Security Holders	4
PART II
Item 5.	Market Price of and for Registrant's Common Equity and Related Stockholder Matters	5
Item 6.	Selected Financial Data	5
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5–7
Item 8.	Financial Statements and Supplementary Information	7–17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
PART III
Item 10.	Directors and Executive Officers of the Partnership	18–19
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management	21
Item 13.	Certain Relationships and Related Transactions	21
PART IV
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	22–24
	Signatures	25

Part I

Item 1—Business:

Venetian Park Associates, Ltd., a California limited partnership (the "Registrant") was formed on October 31, 1983 to acquire, own and operate a 295 unit rental housing project known as Venetian Park Apartments (the "Property") on a parcel of real property located at 1540, 1555 and 1560 Mosaic Way and 4841 North Pershing Avenue, Stockton, California, for $10,925,000, in accordance with Section 221(d) (4) of the National Housing Act, as amended, and the rules and regulations of the Department of Housing and Urban Development pertaining thereto. Norman Jacobson and Theodore J. Weill are the general partners (the "General Partners") of Registrant.

Registrant's objective from the Property are to:

1): Generate sufficient cash flow from operations to (i) pay all expenses, (ii) reduce the outstanding balances of loans secured by the Partnership property, and (iii) thereafter, provide cash distributions to the Limited Partners;
2): Have potential to appreciate in value in excess of the purchase price; and
3): To the extent possible, the Partners should not realize taxable income with respect to a portion or all of distributions to the Limited Partners of cash from operations. The fundamental objective was to acquire the Property for its economic benefits.

Registrant's property is managed by Norman Jacobson Management Company, an affiliate of one of the General Partners.

Geographical Data

Venetian Park Apartments

The Venetian Park Apartments is on a 16.4 acre site in the city of Stockton, California. Stockton is the county seat of San Joaquin Valley and is approximately 45 miles south of Sacramento, California, the state capital. The Property is one block west of Stockton's major regional shopping center which includes Macy's, Sears, Weinstock's, JCPenney's and Ward's. Delta College is immediately across the street, and the University of the Pacific is one mile to the south. Interstate Highway 5 is approximately one mile to the west, and downtown Stockton is approximately three miles due south. The Property is located in northern Stockton where nearly all of the city's population growth has occurred during the past four decades. Stockton's current population is 210,500, an increase of 48,400 since 1982 when the population was 162,100.

Agriculture is Stockton's largest industry and is the home of five of California's major grower and producer associations. Major manufacturing firms include American Forest Products, Gold Bond Building Products, H. J. Heinz Company, Safeway Meat Processing, Libbey-Owens-Ford Glass Company and Sun Diamond Growers of California. Honda Company's district automobile parts center is located in Stockton. The Port of Stockton, with approximately 1,000 employees, has been one of the county's leading employers since 1933. It serves all the world's major ports.

Stockton Metropolitan Airport is 10 minutes from Venetian Park Apartments. The city is 85 miles from San Francisco and approximately two and a half hours driving time from South Lake Tahoe, and less than three hours from Reno, Nevada.

Property Description

Venetian Park Apartments
1540, 1555 and 1560 Mosaic Way and 4841 N. Pershing Avenue
Stockton, California

Number of Units:		295 (41 buildings)
Lot Size:		16.44 acres (716,126 square feet)
Zoning:		R-3, Apartment District
Parking:		317 carports, 122 open spaces
Year Built:		1976 through 1978 in four phases
Construction:		2-story wood frame and stucco except 12 one-story "villa" units

Amenities

•: Clubhouse (includes exercise room with universal gym and sauna)
•: Extensive network of canals, waterways and fountains
•: Individually-metered central forced-air conditioning and heating in each unit
•: Built-in electric ranges and ovens
•: Dishwashers in all apartments
•: Refrigerators in all apartments
•: Garbage disposals
•: Washer and dryer in each apartment
•: 209 units with fireplaces
•: Dining rooms with wet bar in all villas and townhouses
•: Three swimming pools
•: One tennis court with access to seven additional courts and 18 night-lighted courts across Pershing Avenue
•: Wall-to-wall carpets and drapes
•: Large walk-in closets
•: Outside storage units in each apartment
•: Laundry rooms

Apartment Mix

Number	Type	Sq. Ft. Ea.	Total Sq. Ft.
60	Studios	510	30,600
92	1-bedroom, 1 bath	694	63,848
48	2-bedroom, 1 bath	900	43,200
72	2-bedroom, 2 bath	1,080	77,760
12	2-bedroom, 2 bath (Villa)	1,282	15,384
11	2-bedroom, 2.5 bath (Townhouse)	1,420	15,620

295	TOTAL LIVABLE SQUARE FOOTAGE		246,412

Venetian Park Apartments
Scheduled Gross Income
Beginning January, 2001

Rental Rates

Type	Sq. Ft. Ea.	Current Rents
Studio, 1 Bath	510	$	395–$535
1 Bedroom, 1 Bath	694	$	490–$625
2 Bedroom, 1 Bath	900	$	525–$685
2 Bedroom, 2 Bath	1,080	$	545–$735
2 Bedroom, 2 Bath (Villa)	1,282	$	720–$875
2 Bedroom, 2.5 Bath (Townhouse)	1,420	$	675–$1,000
Scheduled monthly rents		$	182,668
Scheduled monthly rents × 12 months		$	2,192,016
Laundry income		$	24,000
Miscellaneous income (1)		$	35,000
Interest income		$	12,000
Total scheduled gross revenues		$	2,263,016

(1): Net security deposit forfeitures plus late charges and miscellaneous income.

Item 2—Properties:

Loan Information

Venetian Park Apartments

Registrant's only property is a 295-unit apartment complex (herein the "Property") consisting of 41 buildings on a 16.44 acre site at 1540, 1555 and 1560 Mosaic Way and 4841 North Pershing Avenue, Stockton, California, and commonly known as the Venetian Park Apartments. The Property is subject to encumbrances, consisting of a first trust deed note totaling $6,300,000 at December 31, 2000. The outstanding loan balance at December 31, 2000 is $6,247,163. The General Partners believe that the foregoing Property is adequately covered by insurance. Also, at this time there are proposed programs for renovation and improvements of the property. The registrant refinanced and consolidated the property's four trust deed notes into one trust deed note on December 1, 2000. As per the loan covenants $835,460 was withheld from the escrow and deposited into the reserve for replacement account. The reserve for replacement account has a balance of $386,975 as of December 31, 2000.

FIRST TRUST DEED INFORMATION

Monthly payments:		$46,139
Interest rate:		7.98%
Amortization schedule:		30 years
Year due and payable:		December 1, 2009
Loan balance when due:		$5,524,377
First trust deed holder:		Reilly Mortgage Group, Inc.

Item 3—Legal Proceedings:

None

Item 4—Submission of matters to a vote of Security Holders:

None

Part II

Item 5—Market for Registrant's Common Equity and Related Stockholders Matters:

The Limited Partnership Units have limited transferability and no established public trade market has developed or is expected to develop in the future.

There were approximately 502 holders of Limited partnership Units at December 31, 2000, holding 6,041 Limited Partnership Units of Registrant. Although the General Partners have an equity interest in Registrant, they were not issued units. The general partners own 61 units, giving the partnership a total of 6,102 partner units.

During 2000, the Registrant paid $143,459 or $23.75 per unit; during 1999, paid $0; and during 1998, paid $60,410 or $10 per unit. Additionally, the Registrant paid the General Partners the following distributions: $1,449, $0 and $608 for 2000, 1999 and 1998, respectively.

Item 6—Selected Financial Data:

YEAR	OPERATIONAL DATA					BALANCE SHEET DATA
	Net Revenues		Net Income (Loss)			Net Income (Loss) per Ltd. Partner Unit			Total Assets		Total Long-term Debt
2000	$	1,961,063	$	(118,714	)	$	(19.65	)	$	7,669,114	$	6,247,163
1999		1,696,973		(162,324	)		(26.87	)		8,011,132		6,439,593
1998		1,610,999		(85,730	)		(14.19	)		7,172,848		5,332,629
1997		1,506,921		(332,327	)		(54.46	)		7,273,875		5,440,034
1996		1,622,281		(13,062	)		(2.14	)		7,757,031		5,555,954
1995		1,590,577		(188,611	)		(30.91	)		7,837,361		5,663,545

Per Unit Limited Partner
Cash Distributions

2000	$	23.75
1999		0
1998		10.00
1997		0
1996		0

Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations:

Operating revenue for 2000 was $1,961,063, an improvement of $264,090 (15.56%) when compared to the 1999 operating revenue of $1,696,973 and an increase of $85,974 (5.33%) when compared to $1,610,999 for 1998. Net spendable for 2000 was $17,112 vs. $69,434 in 1999, a decline of $52,322 or (75.36%). When compared to the 1998 net spendable of ($170,434), the net spendable generated in 2000 was $187,606 (110.04%) higher. Operating income in 2000 reflects the write off of the reimbursed portion of the Insurance Receivables—Fire Rent Loss of $38,016.

The scheduled gross monthly rental for December 2000 was $162,890, $6,153 (3.93%) more than the December 1999 rent roll of $156,737 and (7.10%) higher than the December 1998 rent roll of $152,097. Aggregate rental loss (vacancies, net delinquencies and rental discounts) for 2000 of $291,856 is a reduction of $6,710 or (2.25%) when compared to 1999's rental loss of $298,566. As mentioned above, 2000's rental loss includes the $38,016 unreimbursed insurance-fire rent loss, which was written

off to vacancies. The Property's higher occupancy rate is due in large part to improved economic conditions in the Stockton area. When the buildings are painted and the other work completed, Venetian will reap the benefits of such improvements with lower operating expenses and further increase in occupancy rates.

Operating expenses during 2000 were $1,275,200 vs. $1,112,384 in 1999, an increase of $162,816 (14.64%). When compared to 1998's operating expenses of $977,070, 2000's operating expenses have increased by $298,130 (30.51%). The operating expense increase was due to an increase in expenditures in repairs and maintenance and replacements.

The Property's cash accounts at the end of 2000, 1999 and 1998, respectively, were $428,623, $300,521 and $135,283. Only part of the refinancing proceeds were in the Partnership's capital bank accounts due to holdbacks required by the lender to insure completion of the rehabilitation work. On January 13, 2001, Reilly Mortgage Group, the lender, released $94,056 from the Repair Escrow total of $835,460. As of February 8, 2001, the painters have completed painting 62 units which is 22% of the total job. In addition, the roof replacement along with the repair and re-plastering of one of the Property's three swimming pools are underway.

Analysis of Cash Flows:

Operating Activities:

The Partnership had a cash flow from operating activities of $552,418, $68,521, and $104,097 for each of the three years in the period ended December 31, 2000, respectively. The increase of the cash flow is mainly due to the reduction in receivables and deposits and the increased balance in contracts payable.

Financing Activities:

The principal repayment of the long-term debt remained consistent over the three-year period until the last month of 2000 when the loan was refinanced.

On December 1, 2000, the escrow closed for the new First Trust Deed Loan in the amount of $6,300,000 payable $46,139.38 monthly including fixed-rate interest of 7.98% amortized for 30 years and due in 10 years. The prior loans' monthly payments including mortgage insurance were $47,019. We retired loans with balances of $5,173,951 whose combined interest rate plus mortgage insurance averaged approximately 8%.

The former loan holders released $223,018 which had been held in the Property's FHA Replacement Reserve Account. That amount combined with net cash through escrow and a property tax refund enabled us to have on hand $428,623 after retirement of the Property's laundry equipment and short-term credit loan in January 2001.

After the planned renovation work is completed and the lender approves the replacement covenants, the reserve for replacement account will be released. At that time we expect to have approximately $460,000 cash on hand. During the next few months, the rental office will be revamped and a maintenance shop constructed immediately adjacent to one of the pool buildings. This will free up one of the apartments now being used as a shop as we will need such apartment as vacancies diminish.

There were cash distributions to partners in 2000 but no distribution in 1999 to recover from the negative cash flow in 1998. The Partnership declared and paid a distribution in January 1998 for the 1997 year. The distributions to partners were $144,908, $0 and $61,018 for each of the three-year period ended December 31, 2000, respectively.

Item 7A—Quantitative and Qualitative Disclosures About Market Risk:

In the ordinary course of business, the Company is exposed to the impact of interest changes. The Company uses fixed rate debt to limit the impact of interest rate changes on its results from operations and cash flows. The following table provides a summary of principal cash flows and related interest rates by fiscal year of maturity.

	Year of Maturity
	2001		2002		2003		2004		2005		Thereafter		Total
Fixed rate:
Principal	$	57,211	$	61,948	$	67,075	$	72,629	$	78,641	$	5,909,659	$	6,247,163
Interest rate		7.98%		7.98%		7.98%		7.98%		7.98%		7.98%		7.98%

Item 8—Financial Statements and Supplementary Information:

The Registrant's Financial Statements for the periods ended December 31, 2000, 1999 and 1998 follow.

		Page Number
Independent Auditors' Report		8
Balance Sheets		9
Statements of Operations		10
Statements of Changes in Partners' Equity		11
Statements of Cash Flows		12
Notes to Financial Statements		13–17
Supplemental information		18

Independent Auditors' Report

To Venetian Park Associates, Ltd.
Santa Monica, California

We have audited the accompanying balance sheets of Venetian Park Associates, Ltd. (A Limited Partnership) as of December 31, 2000 and 1999, and the related statements of operations, changes in partners' equity, and cash flows for each of the years in the three year period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Venetian Park Associates, Ltd. (A Limited Partnership) as of December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2000, in conformity with generally accepted accounting principles.

/s/ BLOCK, PLANT, EISNER, FIORITO & BELAK-BERGER

Encino, California
January 31, 2001

Venetian Park Associates, Ltd. (A Limited Partnership)

Balance Sheets

	December 31,
	2000		1999
ASSETS
Current assets:
Cash	$	428,623	$	300,521
Tenants' rents receivable		2,371		3,356
Prepaid expenses		20,476		17,250
Other receivables and deposits		342		214,670

Total current assets		451,812		535,797

Restricted deposits and funded reserves:
Mortgage escrow deposits		32,811		45,261
Reserve for replacements		386,975		835,460

Total restricted deposits and funded reserves		419,786		880,721

Fixed assets, net		6,661,808		6,446,296

Other assets:
Prepaid loan fees, net of accumulated amortization of $16,142 in 2000 and $1,246 in 1999		132,821		148,318
Deposits		2,887		—

Total other assets		135,708		148,318

Total assets	$	7,669,114	$	8,011,132

LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	57,211	$	192,430
Accounts payable—trade and accrued expenses		177,259		65,619
Accrued interest		42,456		42,456
Tenants' prepaid rents		6,798		6,428

Total current liabilities		283,724		306,933

Other liabilities:
Long-term debt, net of current portion		6,189,952		6,247,163
Tenants' security deposits		98,848		96,825

Total other liabilities		6,288,800		6,343,988

Commitments and contingencies		—		—

Partners' equity		1,096,590		1,360,211

Total liabilities and partners' equity	$	7,669,114	$	8,011,132

The accompanying notes are an integral part of these financial statements.

Venetian Park Associates, Ltd. (A Limited Partnership)

Statements of Operations

	Years ended December 31,
	2000			1999			1998
Revenues:
Rental income	$	1,877,299		$	1,631,307		$	1,548,750
Other income		58,245			56,219			55,151
Interest income		25,519			9,447			7,098

		1,961,063			1,696,973			1,610,999

Expenses:
Administrative		280,529			274,910			263,785
Utilities		615,052			196,579			190,979
Operating and maintenance		196,808			469,817			354,746
Taxes and insurance		182,811			171,078			167,560
Financial expense		501,938			448,633			440,372
Depreciation and amortization		302,639			298,280			279,287

		2,079,777			1,859,297			1,696,729

Net loss	$	(118,714	)	$	(162,324	)	$	(85,730	)

Net (loss) per limited partner units (6,041 units issued and outstanding)	$	(19.65	)	$	(26.87	)	$	(14.19	)

The accompanying notes are an integral part of these financial statements.

Venetian Park Associates, Ltd. (A Limited Partnership)

Statements of Changes in Partners' Equity

		General Partners (61 units)			Limited Partners (6,041 units)			Total (6,102 units)
Balance, December 31, 1997		$	15,123		$	1,593,142		$	1,608,265
December 31, 1998:
	Net loss		(857	)		(84,873	)		(85,730	)
	Distribution to partners		—			—			—

Balance, December 31, 1998			14,266			1,508,269			1,522,535
December 31, 1999:
	Net loss		(1,623	)		(160,701	)		(162,324	)
	Distribution to partners		—			—			—

Balance, December 31, 1999			12,643			1,347,568			1,360,211
December 31, 2000:
	Net loss		(1,187	)		(117,527	)		(118,714	)
	Distribution to partners		(1,449	)		(143,458	)		(144,907	)

Balance, December 31, 2000		$	10,007		$	1,086,583		$	1,096,590

The accompanying notes are an integral part of these financial statements.

Venetian Park Associates, Ltd. (A Limited Partnership)

Statements of Cash Flows

	Years ended December 31,
	2000			1999			1998
Cash flows from operating activities:
Net (loss)	$	(118,714	)	$	(162,324	)	$	(85,730	)

Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation and amortization		302,639			298,280			279,287
Change in assets—(increase) decrease:
Tenants' rents receivable		984			(1,046	)		469
Insurance receivables		—			158,642			(158,642	)
Prepaid expenses		(3,226	)		8,410			(1,641	)
Restricted deposits and reserves		—			(39,007	)		(21,050	)
Other receivables and deposits		256,702			(87,944	)		(713	)
Change in liabilities—increase (decrease):
Accounts payable and accrued expenses		111,640			(32,213	)		16,041
Accrued expenses—fire damage		—			(82,281	)		82,281
Tenants' prepaid rents		370			430			4,722
Tenants' security deposit payable		2,023			7,574			(10,927	)

Total adjustments		671,132			230,845			189,827

Net cash flow provided by operating activities		552,418			68,521			104,097

Cash flows from investing activities:
Acquisition of fixed assets		(502,654	)		(122,200	)		(21,233	)
Release of escrow deposits		—			46,542			—
Release of reserve for replacements		—			176,436			—
Refinance funding reserve for replacements		415,674			(835,460	)		—

Net cash (used in) investing activities		(86,980	)		(734,682	)		(21,233	)

Cash flows from financing activities:
Proceeds from refinance of mortgage		—			6,300,000			—
Payoff of debt from refinance of mortgage		—			(5,173,914	)		—
Proceeds of short-term loan		—			125,000			18,000
Principal reduction of long-term debt		(192,429	)		(144,122	)		(125,405	)
Capital distributions to partners		(144,907	)		—			—
Loan fees from refinance of mortgage		—			(149,564	)		—
Good faith deposit for refinance		—			(126,000	)		—

Net cash (used in) provided by financing activities		(337,336	)		831,400			(107,405	)

Net increase (decrease) in cash		128,102			165,239			(24,541	)
Cash at beginning of year		300,521			135,282			159,823

Cash at end of year	$	428,623		$	300,521		$	135,282

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense	$	501,938		$	442,204		$	413,382
State franchise tax		800			800			800

The accompanying notes are an integral part of these financial statements.

Venetian Park Associates, Ltd. (A Limited Partnership)

Notes to Financial Statements

Organization and significant accounting policies:

Organization:

The partnership, organized as a limited partnership within California, was formed October 31, 1983 to acquire an interest in real property located in Stockton, California. On October 31, 1983 the partnership purchased an existing apartment complex with a total of 295 units comprised of four separate apartment projects operated under Section 221(d) (4) of the National Housing Act. The partnership is economically dependent on the Stockton, California rental market.

Cash and cash equivalents:

For purposes of the statements of cash flows, the Partnership considers all unrestricted investment instruments purchased with original maturities of three months or less to be cash equivalents. At December 31, 2000, 1999 and 1998, there were no cash equivalents.

Concentration of credit risk:

The Partnership maintains its cash in bank deposit accounts which exceed federally insured limits. The Partnership has not experienced any losses in such accounts. The Partnership believes it is not exposed to any significant credit risk on cash.

Fixed assets and depreciation:

Fixed assets are stated at cost. Depreciation is provided on the straight-line and accelerated methods over estimated useful lives which range from 5 to 35 years. The fixed assets are pledged as collateral for the mortgage note payable. Maintenance, repairs and minor renewals are expensed as incurred.

Amortization:

Prepaid loan fees are being amortized on a straight-line basis over the term of the loans, 10 years. Previous loan fees have been written off.

Income taxes:

Income or loss of the partnership is allocated 1% to the general partners and 99% to the limited partners, which represents their respective ownership interests in the partnership. No income tax provision has been included in the financial statements since income or loss of the partnership is required to be reported by the respective partners on their income tax returns. California imposes an annual minimum franchise tax.

Advertising costs:

The Partnership's policy is to expense advertising costs when incurred. The advertising costs for 2000, 1999 and 1998 were expensed in the amount of $30,975, $35,782 and $32,121, respectively.

Use of estimates:

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

and liabilities and disclosure 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.

Fair value disclosures:

The following estimated fair values have been determined by the Company using available market information.

Cash, and cash equivalents:

The carrying amounts of these items are their fair values.

Long-term debt:

The carrying amount of this item is recorded at historical cost. The estimated fair value is based on quoted market prices obtained from dealers.

The carrying/commitment amount and fair value of the Partnership's financial instruments at December 31, 2000 and 1999 are as follows:

	December 31, 2000
	Carrying/ Commitment Amount		Fair Value
Cash and cash equivalents	$	428,623	$	428,623
Long-term debt	$	6,247,163	$	6,247,163

	December 31, 1999
	Carrying/ Commitment Amount		Fair Value
Cash and cash equivalents	$	300,521	$	300,521
Long-term debt	$	6,439,593	$	6,439,593

The fair value estimates presented are based on pertinent information available to management as of December 31, 2000 and 1999. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since such dates, and current estimates of fair value may differ significantly from the amounts presented.

Reserve for replacements:

The lender also required reserve for replacement funds to be maintained by the mortgagee for the mortgagor to cover major expenditures of the project for replacements. The disbursement from the lender established fund requires lender approval.

	2000			1999
The activity was as follows:
Balance, beginning of year	$	835,460		$	166,672
Deposits—monthly		77,900			23,075
Deposit from escrow (lender established fund)		—			835,460
Interest earned, net of service charge		12,385			5,316
Interest withdrawals		—			(5,316	)
Replacement expenditures		(538,770	)		(13,311	)
Release due to refinance		—			(176,436	)

Balance, end of year	$	386,975		$	835,460

Mortgage escrow deposits account:

The mortgage escrow deposits account is also maintained by the mortgagee for the mortgagor for the future payment of insurance and taxes. Payments to the account are included with the monthly mortgage payments. The activity was as follows:

	2000			1999
Balance, beginning of year	$	45,261		$	62,560
Deposits—monthly		136,096			146,463
Deposits from escrow		—			45,261
Disbursements:
Property taxes		(107,594	)		(105,547	)
Hazard and mortgage insurance		(40,952	)		(56,934	)
Release due to refinance		—			(46,542	)

Balance, end of year	$	32,811		$	45,261

Fixed assets, net:

Fixed assets consist of the following:

	2000		1999
Land	$	1,158,278	$	1,158,278
Buildings and improvements		10,178,056		9,684,217
Furniture and fixtures		342,642		332,190

		11,678,976		11,174,685
Less accumulated depreciation		5,017,168		4,728,389

	$	6,661,808	$	6,446,296

Long-term debt:

Mortgage payable:

The Partnership has a 30 year amortized fixed rate mortgage at 7.98% per annum due in 10 years dated November 24, 1999 in the face amount of $6,300,000 payable in monthly installments of $46,139 including principal and interest beginning on January 1, 2000 and due and payable in full on December 1, 2009. The mortgage loan is recorded at fair value. The note is secured by a first trust deed on the land and buildings. Under an agreement with the mortgage lender, the Project is required to make monthly escrow deposits for property insurance and taxes.

Maturities:

Long term debt maturing during the next five years is as follows:

Year ending December 31,
2001	$	57,211
2002		61,948
2003		67,075
2004		72,629
2005		78,641
Beyond five years		5,909,659

Total long-term debt due		6,247,163
Less current portion		57,211

	$	6,189,952

Related party transactions:

Norman Jacobson, a general partner of the partnership, is also an officer and the sole shareholder of Norman Jacobson Realty Resources, Inc. Norman Jacobson Realty Resources, Inc. (NJRR) received a management fee for its services equal to 3% of the project's net revenues for the current year. NJRR was paid management fees and reimbursed out of pocket expenses totaling $78,211, $69,252 and $57,840 for the years ended December 31, 2000, 1999 and 1998, respectively.

The General Partners received cash compensation from the partnership totaling $39,097 in 2000 and $33,803 in 1999 and $31,961 in 1998 consisting of project management fees equal to 2% of the project's net revenues for each year.

Distributions to limited and general partners:

The Partnership declared and paid the following distributions in the amount of $144,908, $0 and $0 for the years ended December 31, 2000, 1999 and 1998, respectively.

Commitments and contingencies:

On December 1, 2000 the Partnership refinanced and consolidated the original four HUD insured mortgage loans into one FHA mortgage loan. As part of the refinance arrangement, certain loan restrictions were required. The mortgagor withheld out of escrow $835,460 for reserve for replacements. The repair completion exhibit outlined five major repairs to be made, asphalt driveways, parking lots, concrete walkways, prepare and paint all building exteriors and replace all building roofs. As of November, 1999, the Partnership had contracted to have the roofs replaced and the building repainted for a cost of $366,600 and $104,500. As of December 31, 2000, all painting has been completed. Roof replacements are approximately 85% complete and management is confident in the completion in mid 2001.

The projects electricity is provided by a publically owned utility. Recent statewide power supply shortages have threatened the viability of non-municipal owned utilities in their ability to supply power and maintain future consistent rates. The effect on the operations of Venetian Park Associates, Ltd. is unknown at this time.

Venetian Park Associates, Ltd. (A Limited Partnership)

Supplemental Financial Information

	Three months ended
	12/31/00		09/30/00			06/30/00			03/31/00			12/31/99			09/30/99			06/30/99			03/31/99
Total operating revenue	$	530,796	$	484,784		$	473,794		$	471,689		$	433,420		$	444,151		$	404,638		$	414,764
Operating expenses
Financing expenses		125,915		123,977			125,343			126,703			122,138			108,187			108,258			110,050
Other operating expenses		386,299		372,297			397,410			421,833			369,508			342,016			333,712			365,428

Total operating expenses		512,214		496,274			522,753			548,536			491,646			450,203			441,970			475,478
Net income (loss) from operations		18,582		(11,490	)		(48,959	)		(76,847	)		(58,226	)		(6,052	)		(37,332	)		(60,714	)
Net income (loss) per unit		3.07		(1.90	)		(8.10	)		(12.72	)		(9.64	)		(1.00	)		(6.18	)		(10.05	)

6,041 Limited Partnership units issued and outstanding

Item 9—Disagreements with Accountants on Accounting and Financial Disclosure:

There have been no disagreements with accountants on any matters of financial statement presentation or related disclosures.

Part III

Item 10—Directors and Executive Officers:

Registrant has no directors or executive officers but is managed by the General Partners.

The General Partners are described below:

Norman Jacobson. Mr. Jacobson co-founded WAGNER/JACOBSON CO., INC. in 1958. That firm engaged primarily in real estate brokerage of income-producing multifamily residential real estate and served as general partner for a number of public and private syndications. Because Mr. Jacobson's time is devoted to property management and syndication activities and serving the interests of the investors in the syndications formed by him, his involvement with WAGNER/JACOBSON CO., INC., has ceased. In 1982, Mr. Jacobson, formed NORMAN JACOBSON REALTY RESOURCES, INC. Mr. Jacobson is also President of NORMAN JACOBSON MANAGEMENT CO, which acts as property manager for various apartment complexes and commercial properties in Los Angeles, Orange, Sacramento, San Joaquin, Solano and Contra Costa Counties.

In 1981 Mr. Jacobson co-formed Jacobson/Weill Income Realty Fund, a publicly offered real estate fund, which purchased the Chateau Apartments, a 104-unit apartment complex located at 1503 Fulton Avenue, Sacramento, California. In 1982 Mr. Jacobson and Mr. Ted Weill were co-general partners with Bateman Eichler, Hill Richards Realty in Parkfair Associates, Ltd., a publicly offered limited partnership, formed for the purpose of purchasing the 120-unit Parkfair Apartments and Parkfair Professional Building in Sacramento. In 1983, Mr. Jacobson and Mr. Weill formed Venetian Park Associates, Ltd. which purchased the 295-unit Venetian Park Apartments in Stockton, California.

Mr. Jacobson is also General Partner for Hilltop Associates, Ltd. (formed in 1983 to purchase the 70-unit Hilltop Apartments), Hillsdale Investors, Ltd. (formed in 1984 to purchase the 48-unit Hillsdale Garden Apartments), Jefferson Place Investors (formed in 1985 to purchase the 66-unit Jefferson Place Apartments) and Cottage Bell Investors (formed in 1985 to purchase the 160-unit Cottage Bell Apartments). These properties are all in Sacramento. In addition, Mr. Jacobson is General Partner for Muir Creek Investors (formed in 1986 to purchase the 108-unit Muir Creek Apartments in Martinez, California), and Med Village Investors (formed in 1988 for the purpose of constructing the 106-unit Mediterranean Village Apartments in Fairfield, California).

Norman Jacobson Realty Resources, Inc., of which Mr. Jacobson is a principal and the sole owner, is general partner of Palm Mesa, Ltd. (formed in 1970 to purchase the 147-unit Palm Mesa Apartments) and Parkwood Village, Ltd. (formed in 1971 to purchase the 276-unit Newport Village Apartments). Both of these properties are in Costa Mesa, California.

In 1977, Mr. Jacobson was president of the Los Angeles Board of Realtors. Formerly he was president of the Venice Board of Realtors. He has been a director of the California Association of Realtors (CAR) periodically since 1963 and was elected regional vice-president of the CAR in 1978. In 1971-72 he was vice-chairman of the CAR's Syndication Division and was founding editor of the Syndication Division's official publication, The California Syndicator. Mr. Jacobson lectures and writes extensively in the fields of real estate investments. He has periodically instructed for University of California Extension since 1961, lectures from time to time for the UCLA Graduate School of Management and is one of 80 real estate professionals in the United States invited to write a Chapter for The Real Estate Handbook published by Dow-Jones, Irwin.

Mr. Jacobson holds a degree in business administration from UCLA, where he graduated in 1952. Theodore J. Weill. Mr. Weill is a general partner in numerous ongoing private and public syndications, and is active in real estate development and other activities. From December, 1969 to February, 1977, Mr. Weill served as principal in the development of recreational communities and became Executive Vice President of the Resort Development Group of Dart/Kraft Industries in 1970. From January, 1963, to November, 1969, he was President and Chairman of a privately held real estate and brokerage company specializing in commercial, industrial and income property with annual sales of $50 million, and a property management company with managed assets of $100 million. Mr. Weill has served as a consultant to Dart/Kraft Industries, SRI International and ITT Corporation. In March, 1977, he founded Weill Financial Corporation, a Los Angeles real estate investment organization.

Mr. Weill has a Bachelor's degree in marketing and finance from the University of Pennsylvania, Wharton School of Finance and Commerce in 1956, and in 1977 graduated with honors from the Pepperdine University Presidential/Key Executive MBA program.

Property Management

The Partnership Agreement provides that J/W Management Corp., a California Corporation organized by the General Partners, will be responsible, through its own personnel and/or through subcontracted management services, for the management of the Property, for a fee of 5% of the gross income of the Property, which fee is generally charged in the Stockton area. Historically, J/W Management has subcontracted the off-site property management to firms specializing in apartment house management and has paid 3% of the gross income to such firms while retaining the remaining 2% as compensation for overseeing the subcontractor's work. J/W Management Corp. was dissolved in 1990, and the General Partners individually continue to oversee the subcontractor's work and receive the 2% compensation.

Presently, the off-site management of the property is subcontracted to Norman Jacobson Management Co., an affiliate of one of the General Partners.

Item 11—Executive Compensation:

During the year ended December 31, 2000, the General Partners (see Item 13) received cash compensation from Registrant totaling $39,097 consisting of project management fees. Norman Jacobson received $25,608 and Theodore J. Weill received $13,488.

Also, during the year ended December 31, 2000, one of the General Partners and his affiliate, Norman Jacobson Management Co. (see Item 13) received cash compensation from Registrant totaling $78,211 consisting of project management fees and reimbursement for out-of-pocket expenses.

The following table summarizes the types, estimated amounts and recipients of compensation that will or may be paid to the General Partners or their affiliates from and after January 1, 2000:

Person Receiving Compensation	Type of Compensation	Amount Paid
General Partners:	Interest in distributions from operations	An interest equal to 1% of cash distributions from operations.
Norman Jacobson		None
Theodore Weill		None
General Partners	Subordinated interests in distributions	Estimated maximum amounts An interest equal to 25% (less amounts received by the General Partners by virtue of their 1% interest in the Partnership) of the undistributed cash amounts resulting from the sale or refinance of the Partnership Property remaining after payment to investors of an amount equal to 100% of their original capital contributions plus an 8% cumulative annual, noncompounded return thereon less prior distributions from the Partnership.
General Partners or one or more real estate brokers affiliated with the General Partners	Subordinated Real Estate Commissions (payable if recipient performs services related to resales of Partnership Properties)	Equal to an amount not to exceed one-half of the acquisition fees which could be paid during the Acquisition Period, but only after return of the Limited Partners' capital contributions and (unless previously paid through distributions) 6% per annum cumulative non-compounded return thereon.

GeneralPartners: NormanJacobson Theodore J. Weill		Property management fee		HUD approval contract provides for 5% of the net revenues of the Property. The Partnership paid approximately 2% of net revenues, $39,097 for the year ended December 31, 2000, which was paid to the General Partners: $25,608 to Norman Jacobson and $13,488 to Theodore J. Weill; and
Norman Jacobson Management Co., an affiliate of one of the General Partners respon-sible for management of the property				3% of net revenues ($58,645) for the year ended December 31, 2000 was paid to Norman Jacobson Management Co.

Item 12—Security Ownership of Certain Beneficial Owners and Management:

Registrant has no directors or officers but is managed by the General Partners. At December 31, 2000, neither of the General Partners owned any of the outstanding Limited Partnership Units nor did any person known to the General Partners own 5% or more of the outstanding Limited Partnership Units.

Item 13—Certain Relationships:

The General Partners, either personally or through affiliated entities, are General Partners in other real estate limited partnerships, some of which may be comparable in certain respects to the Partnership. The General Partners have organized other partnerships in the past and will organize other partnerships in the future, including partnerships which may have investment objectives similar to those of the Partnership. Such General Partner will have legal and financial obligations with respect to those other partnerships which are similar to his obligations with respect of the Partnership, including contingent liability, for the obligations of such partnerships.

The General Partners are prohibited from entering into any transaction on behalf of the Partnership with any other limited partnership in which the General Partners or any affiliate of the General Partners has an interest.

The General Partners may engage in the real estate business or in other businesses for their own account for the accounts of others or otherwise, and neither the Partnership nor any Limited Partners shall be entitled to any interest therein. There may be conflicts of interest on the part of the General Partners between the Partnership and other limited partnerships with which they are affiliated at such time as the Partnership attempts to sell or rent realty or employ resident and building managers, as well as under other circumstances.

It is the policy of the Partnership that the Limited Partners may not engage directly or indirectly in any capacity for monetary gain. Generally the Limited Partners participate in the profits, losses and distributions and have certain limited partner voting rights. No Limited Partner shall have any right to be active in the conduct or management of the Partnership business, nor have any power to bind the Partnership by contract, agreement, compromise or undertaking; provided, however, that Limited Partners shall have the right to vote on Partnership matters, as set forth in the Partnership Agreement, which affects its basic structure.

Limited Partners holding 10% of the Units may call (in the General Partnership notice) a meeting as provided in the Rules of the Commissioner of Corporations of the State of California, and an affirmative vote of the majority interest of the Limited Partners shall be required to take action upon certain matters as provided in the Partnership Agreement.

Part IV

Item 14—Exhibits, Financial Statement, Schedules and Reports on Form 8-k:

(a): Exhibits

None

(b): Financial Statements

The following financial statements are included in Item 8:

Independent Auditors' Report

Balance Sheets as of December 31, 2000 and 1999

Statements of Operations for the years ended December 31, 2000, December 31, 1999 and December 31, 1998.

Statements of changes in partners' equity for the years ended December 31, 2000, December 31, 1999, and December 31, 1998.

Statements of cash flows for the years ended December 31, 2000, December 31, 1999, and December 31, 1998.

Notes to Financial Statements

(c): The following financial statement schedules follow:

			Page
	Independent auditors' report on financial statement schedules		25
	Schedule XI—Real Estate and Accumulated Depreciation		26

(d): Reports on form 8-k

None

Independent Auditors' Report on Supporting Schedules

To Venetian Park Associates, Ltd.
Santa Monica, California

Under date of January 31, 2001, we reported on the balance sheets of Venetian Park Associates, Ltd. (A California Limited Partnership) as of December 31, 2000 and 1999 and the related statements of operations, changes in partners' equity and cash flows for each of the years in the three-year period ended December 31, 2000, which are included in Item 8 of this annual report on Form 10-K. In connection with our audits of the aforementioned financial statements, we also have audited the related financial statement schedule as listed in Item 14 of this annual report on Form 10-K. The financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits.

In our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ BLOCK, PLANT, EISNER, FIORITO & BELAK-BERGER

Encino, California
January 31, 2001

Venetian Park Associates, Ltd. (A Limited Partnership)

Schedule XI—Real Estate and Accumulated Depreciation

December 31, 2000

							Costs capitalized acquisition subsequent to acquisition
					Initial cost to Partnership (A)
					Building and improvements
Description	Encumbrances		Land		Building and improvements		Improvements
Apartment complex	$	6,247,163	$	1,158,278	$	9,771,898	$	748,800

				Gross amount of which was carried at close of period (D)
		Land		Buildings and improvements		Total		Accumulated depreciation
		$	1,158,278	$	10,520,698	$	11,678,976	$	5,017,168

	Year of construction						1976-1978
	Fiscal year acquired						1983
	Life on which depreciation in latest statement of operations is computed						5-35 years
(A)	The initial cost to the Partnership represents the original purchase price of the property.
(B)	Reconciliation of real estate owned for 2000, 1999 and 1998:

			2000		1999		1998
	Balance at beginning of period		$	11,174,685	$	11,052,485	$	11,031,252
	Additions during period			504,291		122,200		21,233

	Balance at close of period		$	11,678,976	$	11,174,685	$	11,052,485

(C)	Reconciliation of accumulated depreciation for 2000, 1999 and 1998:
	Balance at beginning of year		$	4,728,389	$	4,449,304	$	4,170,961
	Additions during period:
		Depreciation expense		288,779		279,085		278,343

			$	5,017,168	$	4,728,389	$	4,449,304
	Deductions during period:
		Accumulated depreciation on real estate sold or improvements written off		—		—		—
	Balance at close of year		$	5,017,168	$	4,728,389	$	4,449,304

(D)	Aggregate cost of real estate at December 31, 2000 for Federal income tax purposes is $11,678,976.

SIGNATURES

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

				VENETIAN PARK ASSOCIATES, LTD. A California Limited Partnership
Date:		February 9, 2001		By:		/s/ THEODORE J. WEILL Theodore J. Weill General Partner

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

Date:

February 22, 2001

By:

/s/ NORMAN JACOBSON

Norman Jacobson
General Partner

QuickLinks

Venetian Park Associates, Ltd. (A Limited Partnership) Contents
Geographical Data Venetian Park Apartments
Property Description Venetian Park Apartments 1540, 1555 and 1560 Mosaic Way and 4841 N. Pershing Avenue Stockton, California
Venetian Park Apartments Scheduled Gross Income Beginning January, 2001 Rental Rates
Loan Information Venetian Park Apartments
Per Unit Limited Partner Cash Distributions
Venetian Park Associates, Ltd. (A Limited Partnership) Balance Sheets
Venetian Park Associates, Ltd. (A Limited Partnership) Statements of Operations
Venetian Park Associates, Ltd. (A Limited Partnership) Statements of Changes in Partners' Equity
Venetian Park Associates, Ltd. (A Limited Partnership) Statements of Cash Flows
Venetian Park Associates, Ltd. (A Limited Partnership) Notes to Financial Statements
Venetian Park Associates, Ltd. (A Limited Partnership) Schedule XI—Real Estate and Accumulated Depreciation
SIGNATURES

VENETIAN PARK ASSOCIATES LTD 10-K