10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d) of
                        Securities Exchange Act of 1934
                                                        Commission File
For the year ended December 31, 1994                     Number 2-95219
                   --------------------                   -------

               INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP

       Massachusetts                                         04-2859087
(State of organization)                        (IRS Employer Identification No.)

One International Place, Boston, Massachusetts                 02110 
   (Address of principal executive offices)                  (Zip  Code)

Registrant's telephone number including area code:            (617) 330-8600
                                                               --------------

        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 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 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/A or any amendment to
this Form 10-K/A.
                                                    [ X ]


   No market exists for the limited partnership interests of the Registrant,
   and, therefore, no aggregate market value can be computed.  The purpose of   
   this amendment is to submit the Financial Data Schedule.






                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of 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.

                                            INDIAN RIVER CITRUS INVESTORS
                                            LIMITED PARTNERSHIP

                                            By:      WINTHROP AGRICULTURAL
                                                     MANAGEMENT II, INC.,
                                                     General Partner



Date:  July 28, 1995                        By:         /s/Judith A. Miller
                                                    -------------------------
                                                    Judith A. Miller
                                                    Vice President


                               INDEX TO EXHIBITS

Exhibit No                  Title of Document


    3, 4  Agreement and Certificate of Limited Partnership, as amended
          to date(1)

    10A   Long-Term Fruit Purchase(Orange) Agreement Tropicana
          Products, Inc., Indian River Citrus Investors Limited
          Partnership(2)

    10B   Property Management Agreement between Bariston Management,
          Inc. and Indian River Citrus Investors Limited Partnership,
          dated August 27, 1987, as amended(2)

    10C   Purchase and Sale Agreement dated as of December 28, 1984
          by and between Registrant and Caulkins Citrus Company Limited
          (including, as exhibits thereto, the forms of Temporary
          Harvesting Easement, Caulkins Second Mortgage Note, Grove
          Management Agreement, Fruit Purchase Agreement and Indemnity
          Agreement) filed January 9, 1985(2)

          First  Amendment to Purchase and Sale Agreement  dated as of November
          1, 1985 by and between  Registrant and Caulkins Citrus Company Limited
          (including as exhibits  thereto the forms of Caulkins  Second Mortgage
          Note, Grove Management  Agreement and Fruit Purchase  Agreement) filed
          November 14, 1985(3)

    10D   Securities Indemnity Agreement dated as of December 18,
          1984 by and among Caulkins Citrus Company Limited, the
          Registrant, Winthrop Agricultural Management II, Inc.
          and First Winthrop Corporation filed January 9, 1985(1)

    10E.1 Management Agreement dated as of December 28, 1984 by
          and between the Registrant and Winthrop Agricultural
          Management II, Inc. filed January 9, 1985(2)

    10E.2 Amendment to Management Agreement dated as of November
          13, 1985 by and between Registrant and Winthrop
          Agricultural Management II, Inc. filed November 14,
          1985(3)
      
    10F   Incentive Asset Management Agreement dated as of
          December 12, 1985 by and between the Registrant and
          Winthrop Financial Associates, A Limited Partnership,
          filed December 12, 1985(3)

    10G   Accounting Services Agreement dated as of April 2,
          1985 by and between the Registrant and First Winthrop
          Corporation filed April 8, 1985(3)

          Amendment of Accounting Services Agreement dated as
          of November 13, 1985 by and between the Registrant
          and Winthrop Agricultural Management II, Inc. filed
          November 14, 1985(3)

    10H   Form of Promissory Note and Assignment of Registrant
          filed April 8, 1985(3)

    10I   Form of Assumption Agreement by the General Partner
          of Registrant filed November 14, 1985(3)

    10J   Fruit Participation Contract dated April 17, 1990
          by and between Caulkins Indiantown Citrus Company
          and Partnership(4)

    10K   Grove Management Agreement dated as of April 1, 1993
          between the Registrant and AgriManagement,
          Incorporated(5)

    10L   Termination Agreement dated as of March 31, 1993 terminating
          (i) the Management Agreement dated as of April 15, 1986
          between the General Partner and Bariston Associates, Inc.;
          (ii) the Incentive  Asset  Management  Agreement dated as of April 15,
          1986  between  WFA and  Bariston  Associates,  Inc.; and  (iii)  the
          Accounting  Services  Agreement  dated as of April 15, 1986  between
          First Winthrop  Corporation  and  Bariston
          Associates, Inc.(5)

    10M   Amended and Restated Consulting Agreement dated as
          of March 31, 1993(5)

    25    Power of Attorney filed January 9, 1985(3)
      
    25A   Appraisal of Caulkins Citrus Company Grove, Citrus
          Boulevard, Indiantown, Florida, dated October 1,
          1984, prepared by Peter D. Armfield, MAI,
          Armfield-Houck Appraisal Research, Inc. filed
          January 9, 1985(3)

          Supplemental letter dated November 12, 1985 from
          Peter D. Armfield filed November 14, 1985(3)

    27    Financial Data Schedule for the period ended December 31, 1994

    28A   Pages 19-20, 22-36, 38-41, 48-50 and 53-55 of
          Registrant's Prospectus dated December 16, 1985
          which was filed with the Commission pursuant to Rule 424(b)        P

    28B   Agricultural Engineering Evaluation of Caulkins
          Citrus Company Grove dated January 25, 1985
          prepared by Kenneth A. Harris, P.E. filed April 18, 1985(3)

          Supplemental letter dated November 8, 1985 from
          Kenneth A. Harris, P.E. filed November 14, 1985(3)

    28C   Horticultural Evaluation of Caulkins Citrus
          Company Grove dated December 10, 2984 and Update
          of the Horticultural Evaluation dated March 12,
          1985 filed April 18, 1985(3)

    28D   Summary of Horticultural Evaluation of Caulkins
          Citrus Company Grove Supplemental dated Novem-
          ber 12, 1985 from John R. King, Ph.D. (included
          as Exhibit C of Prospectus)(3)



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

(1)  Incorporated  herein by reference to the Registrant's Annual Report on Form
     10-K for the year ended December 31, 1985.

(2)  Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
     for the year ended December 31, 1987.

(3)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-1, as amended, File No. 2-95219.

(4)  Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
     for the year ended December 31, 1990.

(5)  Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
     for the year ended December 31, 1993.

EX-27

 

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from audited financial statements for the
    year ending December 31, 1994 and is qualified
    in its entirety by reference to such financial statements
    
    <CIK>                 0000760612
    <NAME>   Indian River Citrus Investors Limited Partnership
    <MULTIPLIER>                                                   1
    <CURRENCY>                                          U.S. DOLLARS
           
                                                  
    <PERIOD-TYPE>                                    12-MOS
    <FISCAL-YEAR-END>                                    DEC-31-1994
    <PERIOD-START>                                       JAN-01-1994
    <PERIOD-END>                                         DEC-31-1994
    <EXCHANGE-RATE>                                          1.00000
    <CASH>                                                 1,601,325
    <SECURITIES>                                           1,523,303
    <RECEIVABLES>                                             99,102
    <ALLOWANCES>                                                   0
    <INVENTORY>                                            1,769,116
    <CURRENT-ASSETS>                                          99,113
    <PP&E>                                                24,457,577
    <DEPRECIATION>                                         5,393,170
    <TOTAL-ASSETS>                                        24,156,366
    <CURRENT-LIABILITIES>                                  1,310,828
    <BONDS>                                               21,616,860
    <COMMON>                                                       0
    <PREFERRED-MANDATORY>                                          0
    <PREFERRED>                                                    0
    <OTHER-SE>                                             1,228,678
    <TOTAL-LIABILITY-AND-EQUITY>                          24,156,366
    <SALES>                                                        0
    <TOTAL-REVENUES>                                       5,149,143
    <CGS>                                                  2,225,083
    <TOTAL-COSTS>                                          1,939,514
    <OTHER-EXPENSES>                                          55,138
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                     2,214,165
    <INCOME-PRETAX>                                       (1,284,757)
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                   (1,284,757)
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                          (1,284,757)
    <EPS-PRIMARY>                                            (74.600)
    <EPS-DILUTED>                                              0.000