As filed with the Securities and Exchange Commission on September 6, 1995

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)  August 22, 1995


               Indian River Citrus Investors Limited Partnership

             (Exact name of registrant as specified in its charter)


   Delaware                            2-95219                   04-6613783
(State or other                      (Commission              (IRS Employer
jurisdiction of                      File Number)             Identification
incorporation)                                                      No.)


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


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


                                      N/A
         (Former name or former address, if changed since last report)



Item 5.  Other Events.

                  On August 22, 1995, the Registrant's general partner, Winthrop
Agricultural Management II, Inc. (the "General Partner"),  executed an amendment
(the  "Amendment") to the Registrant's  partnership  agreement (the "Partnership
Agreement")  pursuant to Section 12.2C of the Partnership  Agreement.  A copy of
the  Amendment  is  attached  hereto  as  Exhibit 3 and  incorporated  herein by
reference.


Item 7.  Financial Statements and Exhibits.

Exhibits.         (c)

3.   48th Amendment to the Amended and Restated Limited Partnership Agreement of
     Indian River Citrus Investors Limited Partnership.


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                     INDIAN RIVER CITRUS INVESTORS LIMITED
                     PARTNERSHIP
                     (Registrant)

                 By: Winthrop Agricultural Management II, Inc.
                     its general partner


Date: September 6, 1995        By:/s/Judith A. Miller
                            Title: Vice President, Authorized Officer





                                 48th AMENDMENT
                                       TO
            AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
               INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP


                  This  is the  48th  Amendment  to  the  Amended  and  Restated
Agreement  of Limited  Partnership  of Indian  River  Citrus  Investors  Limited
Partnership, a Massachusetts limited partnership,  dated as of November 13, 1985
and  amended  thereafter  from  time to time (as so  amended,  the  "Partnership
Agreement").  This  amendment  is made  pursuant  to the  authority  granted  in
sections 6.3, 12.2 and 12.3(A)(2) of the  Partnership  Agreement.  Except as the
context otherwise  requires,  capitalized  terms used herein without  definition
shall have the meanings given to them in the Partnership Agreement.


                                    RECITALS


     A.  Section  6.3 of the  Partnership  Agreement  provides  that the General
Partner  "shall  have the full and  exclusive  right to manage and  control  the
business and affairs of the Partnership."

     B. Section 12.2C of the Partnership  Agreement provides that "[t]he General
Partner may, without the consent or approval of any Limited Partner,  amend this
Agreement . . . to cure any  ambiguity,  to correct or supplement  any provision
herein which may be inconsistent with any other provisions herein, or to add any
other  provisions  with  respect  to  matters or  questions  arising  under this
Agreement which will not be inconsistent with the provisions of this Agreement .
 . .  [provided]  such  amendment  . . . is not adverse to the  interests  of the
Limited Partners . . . ."

     C. It has come to the attention of the General  Partner that the provisions
for action by the Limited  Partners by written consent set forth in section 12.4
of the  Partnership  Agreement are  ambiguous  and fail to specify,  among other
things,  the  circumstances  under  which  action  by  written  consent  becomes
effective and how long consents remain effective to take action.  Such ambiguity
may  give  rise  to  uncertainty  as  to  the  consent  solicitation  procedures
applicable to the  Partnership.  The  procedures  for action by written  consent
otherwise  require  corrective and supplemental  amendment in order to give them
full effect.

     D.  Therefore,  in order to provide  clarity as to the  consent  procedures
applicable to the Partnership, the General Partner has decided that it is in the
best interest of the Partnership to amend the  Partnership  Agreement to clarify
the  ambiguity  in the  Partnership  Agreement  and correct and  supplement  the
provisions thereof.








                                   AMENDMENT

                  NOW,  THEREFORE,  pursuant  to  the  authority,  and  for  the
reasons,  described  above,  the General  Partner hereby amends the  Partnership
Agreement as follows:

     1. Section 12.4C is hereby amended to add the following at the end of
section 12.4C:

         Written notice of a meeting shall state the place, date and time of the
         meeting (which, subject to the requirements of this section 12.12 as to
         the date of a meeting,  shall be determined by the General Partner), as
         well  as the  purposes  for  which  the  meeting  is  called.  Business
         transacted  at any  meeting  of the  Partners  shall be  limited to the
         purpose stated in the notice of such meeting.

     2. Section 12.4 is hereby amended to add the following provisions:

                  E. Each  Partner may  authorize  another  person or persons by
         written  proxy to act for such Partner at any meeting of the  Partners,
         which  proxy  shall  specify  the  meeting  to which  it  shall  apply;
         provided,  however, that no such proxy shall be accepted if it is dated
         more than six months  before the meeting  named  therein,  and no proxy
         shall be valid after the final adjournment of such meeting.

                  F.  In  connection  with  any  matter  submitted  to a vote by
         written consent pursuant to section 12.4B,  every written consent shall
         bear the date of  signature  of each  Limited  Partner  who  signs  the
         consent and no written  consent  shall be  effective to take the action
         referred to therein unless, within the time provided by applicable law,
         but in no event  more than 60  calendar  days from the  earlier  of the
         record date or the date of the earliest dated written consent delivered
         in the manner  required by this section  12.4F to the General  Partner,
         written  consents signed by a sufficient  number of Limited Partners to
         take such action are delivered to the General Partner.

                  G. Any material amendment to any action to be taken by written
         consent  pursuant to section 12.4B shall require  compliance again with
         the provisions of section 12.4B and section 12.4E.

                  H.  In  connection  with  any  matter  subject  to a vote at a
         meeting or by written  consent,  the General Partner shall fix a record
         date to determine the Limited Partners  entitled to vote on such matter
         and only  Limited  Partners  of  record  on the  record  date  shall be
         entitled to vote on such matter.  In the case of a vote at a meeting of
         the Partners,  such record date shall not be more than 60 nor less than
         15 days before the meeting.  In the case of a vote by written  consent,
         such  record  date shall not be more than 10 days after  receipt by the
         General  Partner of the written  request to submit the matter to a vote
         by written  consent  pursuant  to section  12.4B.  Notwithstanding  the
         foregoing,  such  record date shall not precede the date upon which the
         General Partner fixes the record date.






                  3. If it shall be determined  that any provision or wording of
this amendment  shall be invalid or  unenforceable  under  applicable  law, such
invalidity or  unenforceability  shall not invalidate the entire  amendment,  in
which  case,  this  amendment  shall be  construed  so as to  limit  any term or
provision  so as to make it  enforceable  or valid  within the  requirements  of
applicable  law, and, in the event such term or provision  cannot be so limited,
this  amendment  shall  be  construed  to omit  such  invalid  or  unenforceable
provisions.

                  4.  Except as  specifically  amended  above,  the  Partnership
Agreement shall remain in full force and effect in accordance with its terms and
the Partnership Agreement is hereby ratified and confirmed.

                  5. This  amendment  and the  rights of the  parties  hereunder
shall be interpreted in accordance with the laws of the State of  Massachusetts,
and all rights and  remedies  shall be governed by such laws  without  regard to
principles of conflict of laws.

                  IN WITNESS  WHEREOF,  the  undersigned  hereby  executed  this
Amendment.


Dated:  August 22, 1995


                                GENERAL PARTNER:

                    WINTHROP AGRICULTURAL MANAGEMENT II, INC.

                                      By: /s/ Richard J. McCready
                                     Name:    Richard J. McCready
                                     Title:   Chief Operating Officer


                               LIMITED PARTNERS:

                    By:  Winthrop Agricultural  Management II, Inc., pursuant to
                         the power of attorney  set forth in section  12.3(A)(2)
                         of the Partnership Agreement


                                      By: /s/ Richard J. McCready
                                     Name:    Richard J. McCready
                                     Title:   Chief Operating Officer