Securities and Exchange Commission 
Washington, D.C. 20549 
 
FORM 15 
 
Certification and Notice of Termination of Registration under  
Section 12(g) of the Securities Exchange Act of 1934 or  
Suspension of Duty to File Reports Under Sections 13 and 15(d) of  
the Securities Exchange Act of 1934. 
 
Commission File Number  2-95219 
                        ________ 
 
        Indian River Citrus Investors Limited Partnership 
_____________________________________________________________ 
 (Exact name of registrant as specified in its charter) 
 
     One International Place, Boston, Massachusetts 02110 
                       (617) 330-8600                  
_____________________________________________________________ 
 (Address, including zip code, and telephone number, including  
     area code, of registrant's principal executive offices) 
 
           Units of Limited Partnership Interest 
_____________________________________________________________ 
  (Title of each class of securities covered by this Form) 
 
                          None 
_____________________________________________________________ 
 (Titles of all other classes of securities for which a duty to  
        file reports under section 13(a) or 15(d) remains) 
 
     Please place an X in the box(es) to designate the  
appropriate rule provision(s) relied upon to terminate or suspend  
the duty to file reports: 
 
          Rule 12g-4(a)(1)(i)   [x]     Rule 12h-3(b)(1)(ii) [ ] 
          Rule 12g-4(a)(1)(ii)  [ ]     Rule 12-h-3(b)(2)(i) [ ] 
          Rule 12g-4(a)(2)(i)   [ ]     Rule 12h-3(b)(2)(ii) [ ] 
          Rule 12g-4(a)(2)(ii)  [ ]     Rule 15d-6           [ ] 
          Rule 12h-3(b)(1)(i)   [ ] 
 
     Approximate number of holders of record as of the  
certification or notice date:  None   
 
 
 
 
     Pursuant to the requirements of the Securities Exchange Act  
of 1934 Indian River Citrus Investors Limited Partnership has 
caused this certification/notice to be signed on its behalf by 
the undersigned duly authorized person. 
  
DATE: May 12, 1997    By:  Winthrop Agricultural Management 
                             II, Inc., 
                             its general partner 
 
 
                             By:  /s/ Peter Braverman 
                                 __________________________ 
                                     Peter Braverman 
                                     Vice President 
 
 
Instruction:  This form is required by Rules 12g-4, 12h-3 and  
15d-6 of the General Rules and Regulation under the Securities  
Exchange Act of 1934.  The registrant shall file with the  
Commission three copies of Form 15, one of which shall be  
manually signed.  It may be signed by an officer of the  
registrant, by counsel or by any other duly authorized person.   
The name and title of the person signing the form shall be typed  
or printed under the signature.