SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10KSB

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

                                                        Commission File
For the year ended December 31, 1996                    Number 2-95219
                   --------------------                       -------

                INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
        (Exact name of small business issuer as specified in its charter)

       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-B 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-KSB or any  amendment to
this Form 10-KSB. [ ]

Registrant's revenues for its most recent fiscal year were $4,737,398.

No market exists for the limited partnership  interests of the Registrant,  and,
therefore, no aggregate market value can be computed.

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ___ No ___



                       DOCUMENTS INCORPORATED BY REFERENCE



Part of the Form 10-KSB                Document Incorporated by Reference


         I                             The Registrant's Prospectus dated
                                       December 16, 1985

Transitional Small Business Disclosure Format:  Yes ___  No  X





<PAGE>
                                     PART I


Item 1.  Description of Business.

         Indian River Citrus Investors Limited  Partnership (the "Registrant" or
the "Partnership")  was organized under the Revised Uniform Limited  Partnership
Act of the Commonwealth of Massachusetts on December 24, 1984 for the purpose of
owning and  operating a  commercial  citrus grove  located  near Stuart,  Martin
County, Florida. The Registrant was initially capitalized with a contribution of
$1,000 from Winthrop  Agricultural  Management II, Inc. (the "General Partner"),
the general partner of the  Partnership.  The General Partner is a Massachusetts
corporation   wholly-owned   by  Winthrop   Financial   Associates,   A  Limited
Partnership, a Maryland limited partnership ("WFA"). See "Change in Control".

         On January 9, 1985,  the Registrant  filed a Registration  Statement on
Form  S-1  (SEC  File  No.  2-95219)  (the  "Registration  Statement")  with the
Securities and Exchange  Commission (the  "Commission") with respect to a public
offering  of 25,000  units of  limited  partnership  interest  ("Units")  in the
Registrant  which was amended by  Amendment  No. 3 thereto to reduce the size of
the  offering  to 15,500  Units at a  purchase  price of $1,000  per Unit (as so
amended, the "Registration Statement").  The Registration Statement was declared
effective on December 16, 1985.  The offering  terminated  on March 31, 1986, at
which time 15,500 Units representing  $15,500,000 of capital  contributions from
Limited Partners, had been subscribed for.

         The  Registrant's  only  business is owning and  operating a commercial
citrus  grove  consisting  of  approximately  3,150  acres of land  and  related
improvements  and equipment  located near Stuart,  Martin  County,  Florida (the
"Grove" or "Property").  The Grove and the Registrant's  financing  arrangements
therefor are  described at pages 19-20 and 38-41 under the captions  "The Grove"
and "Acquisition of the Grove and Financing  Arrangements,"  in the Registrant's
Prospectus  dated  December  16,  1985  (the  "Prospectus")   contained  in  the
Registration  Statement,  which  description  is  incorporated  herein  by  this
reference.  The  Registrant's  business  is  described  at  pages  22-36  of the
Prospectus  under the caption  "Business",  which  description  is  incorporated
herein by this reference.





<PAGE>



         The two  mortgages  encumbering  the Grove were  scheduled to mature on
January 31,  1996.  Due to the  unpredictable  nature of fruit  prices which are
affected by many factors  outside the control of the Registrant  such as weather
conditions and supply and demand, over the past eight years the Registrant's net
cash  flow  has  fluctuated  from a low of  $509,000  to a high  of  $4,500,000.
Beginning in 1990, the average cash flow (under  $1,500,000) was insufficient to
service total debt service at maturity. As a result,  starting in November 1995,
the  Partnership  entered  into  discussions  with the  first  mortgage  holder,
NationsBank of Florida  ("Nations")  and the second  mortgage  holder,  Caulkins
Citrus Company ("Caulkins"),  in an attempt to renegotiate the debt. At December
31, 1995 and 1996, the total debt encumbering the Grove was approximately  $22.9
million.  Nations granted the Partnership a four month extension on the maturity
to enable  the  Partnership  to  engage  in  discussions  with  Caulkins.  After
extensive  discussions,  Caulkins,  without notice,  terminated  negotiations in
February 1996 by declaring a default,  commencing  foreclosure  proceedings  and
obtaining a court order to appoint a receiver to collect  revenues and take over
control of the Grove.  In December 1996, an affiliate of Caulkins  purchased and
took assignment of the bankruptcy  claim of Nations.  As a result,  Caulkins and
its affiliate hold both the first and second mortgages on the Grove.

         On March 4, 1996, the Partnership filed for protection under Chapter 11
of the United States  Bankruptcy Act in the Federal District Court for the State
of Florida, Southern District (Case No.  96-30843-BKC-SHF).  The General Partner
determined to seek to reorganize under the Bankruptcy Act in order to attempt to
maximize the value of the Registrant's assets. In connection with the bankruptcy
filing, the Partnership  resumed legal possession of the Grove and its accounts,
and  the  receiver  was  removed.   The   Partnership   submitted  its  plan  of
reorganization  to the  Bankruptcy  Court but was unable to obtain the necessary
votes to have its plan of reorganization approved by the Court. As a result, the
Partnership  was  forced  to  withdraw  its  plan  of  reorganization   and  the
Partnership's  creditors  are now able to submit  their own plans to the  Court.
Consequently,  the  Partnership  will lose the Grove  through  foreclosure.  The
Partnership  believes,  however,  that any plan  confirmed  by the Court may not
require the Partnership to disgorge all of its cash.  There can be no assurance,
however,  that the Partnership  will be able to retain its cash. If the Grove is
foreclosed  upon, the Partnership will be dissolved and its remaining cash after
establishment of sufficient reserves, if




<PAGE>



any, will be  distributed  to its partners.  A hearing is scheduled for April 9,
1997 to determine all remaining issues involved in the Bankruptcy.

         The Registrant  sells most of its product pursuant to an agreement with
a citrus processing plant. Under this agreement,  the Registrant is obligated to
sell 90% of the Groves harvested fruit at variable prices,  but in no event less
than $1.00 per pound solid.

Employees

     The  Registrant  has no  employees.  The Grove is managed by a third  party
management  company for a fixed fee of $148,400  (indexed to the consumer  price
index) per year plus incentive fees.  Incentive fees of $64,764 and $52,398 were
paid for the years ended December 31, 1996 and 1995 respectively.

Partnership Agreement Amendment

         In August 1995, the Managing  General  Partner  amended Section 12.4 of
the  Registrant's  partnership  agreement to clarify and remove any  ambiguities
pertaining to the  requirements  for calling and voting at a meeting of Investor
Limited  Partners,  or taking  action by  written  consent of  partners  in lieu
thereof.  Such  requirements  include,  among other matters,  that any action by
written  consent may be initiated only by the General  Partner or by one or more
Investor Limited Partners holding not less than 10% of the outstanding Units.

Change in Control

     On December  22, 1994,  pursuant to an  Investment  Agreement  entered into
among Nomura Asset Capital Corporation ("NACC"),  Mr. Arthur J. Halleran Jr. and
certain  other  individuals  who  comprised  the senior  management  of WFA, Mr.
Halleran,  the sole general partner of Linnaeus  Associates Limited  Partnership
("Linnaeus"),   the  sole  general  partner  of  WFA,  transferred  the  general
partnership  interest in Linnaeus to W.L.  Realty,  L.P. ("W.L.  Realty").  W.L.
Realty is a Delaware  limited  partnership,  the  general  partner of which was,
until July 18, 1995, A.I. Realty Company, LLC ("Realtyco"), an entity then owned
by certain  employees  of NACC.  On July 18,  1995  Londonderry  Acquisition  II
Limited  Partnership  ("Londonderry  II"), a Delaware limited  partnership,  and
affiliate of Apollo Real Estate Advisors, L.P.




<PAGE>



("Apollo"), acquired, among other things, Realtyco's general partner interest in
W.L. Realty and a sixty four percent (64%) limited partnership  interest in W.L.
Realty, and the general partnership interest in the Associate General Partner.

         As a result of the foregoing  acquisitions,  Londonderry II is the sole
general  partner of W.L.  Realty which is the sole general  partner of Linnaeus,
and  which in turn is the  sole  general  partner  of WFA.  As a  result  of the
foregoing,  effective  July 18,  1995,  Londonderry  II, an affiliate of Apollo,
became the  controlling  entity of the General  Partner.  In connection with the
transfer of control,  the officers and directors of the General Partner resigned
and Londonderry II appointed new officers and directors. See Item 9, "Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
of the Exchange Act.

Item 2.  Description of Properties.

         The  Registrant  owns no  properties  other  than  the  Grove  which is
described under Item 1 above.

         Set  forth  below is a table  showing  the  gross  carrying  value  and
accumulated  depreciation  and federal tax basis of the  Property as of December
31, 1996:
<TABLE>

    Gross
    Carrying      Accumulated                           Federal
    Value        Depreciation       Rate     Method     Tax Basis

<S> <C>          <C>                <C>       <C>       <C>
    $24,469,930  $6,738,967         5-30      S/L       $7,057,565

</TABLE>

         The realty  tax rate and  realty  taxes paid for the Grove in 1996 were
$18.1381/1000 or $157,336, respectively.

Item 3.  Legal Proceedings.

         The Registrant is not a part, nor are any of its properties subject, to
any  material  pending  legal  proceedings  except  for  the  bankruptcy  filing
discussed in Item 1 above.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matter was submitted to a vote of security holders during the period
covered by this report.



<PAGE>








                                     PART II

Item 5.  Market for the Registrant's United Limited Partnership
             Interests and Related Security Holder Matters.

         (a)      Market Information.  The Registrant is a partnership
and thus has no common stock.  There is no active market for the
Units.  Trading in the Units is sporadic and occurs solely
through private transactions.

         (b)      Holders.  As of March 1, 1997, there were 1,391 holders
of record who owned the 15,500 outstanding Units.

         (c)  Distributions.  No distributions  from operations were made during
the years ended December 31, 1996 and 1995. See Item 6, "Management's Discussion
and Analysis or Plan of Operation"  for a discussion of  Registrant's  financial
ability to make distributions.



<PAGE>








Item 6.           Management's Discussion and Analysis or Plan of
                  Operation.

Liquidity and Capital Resources

         The two  mortgages  encumbering  the Grove were  scheduled to mature on
January 31,  1996.  Due to the  unpredictable  nature of fruit  prices which are
affected by many factors  outside the control of the Registrant  such as weather
conditions and supply and demand, over the past eight years the Registrant's net
cash  flow  has  fluctuated  from a low of  $509,000  to a high  of  $4,500,000.
Beginning in 1990, the average cash flow (under  $1,500,000) was insufficient to
service total debt service at maturity. As a result,  starting in November 1995,
the  Partnership  entered  into  discussions  with the  first  mortgage  holder,
NationsBank of Florida  ("Nations")  and the second  mortgage  holder,  Caulkins
Citrus Company ("Caulkins"),  in an attempt to renegotiate the debt. At December
31, 1996, the total debt encumbering the Grove was approximately  $22.9 million.
Nations granted the Partnership a four month extension on the maturity to enable
the  Partnership  to  engage  in  discussions  with  Caulkins.  After  extensive
discussions,  Caulkins, without notice, terminated negotiations in February 1996
by declaring a default, commencing foreclosure proceedings and obtaining a court
order to appoint a receiver  to collect  revenues  and take over  control of the
Grove. In December 1996, an affiliate of Caulkins  purchased and took assignment
of the bankruptcy claim of Nations. As a result, Caulkins and its affiliate hold
both the first and second mortgages on the Grove.

         On March 4, 1996, the Partnership filed for protection under Chapter 11
of the United States  Bankruptcy Act in the Federal District Court for the State
of Florida, Southern District (Case No.  96-30843-BKC-SHF).  The General Partner
determined to seek to reorganize under the Bankruptcy Act in order to attempt to
maximize the value of the Registrant's assets. In connection with the bankruptcy
filing, the Partnership  resumed legal possession of the Grove and its accounts,
and  the  receiver  was  removed.   The   Partnership   submitted  its  plan  of
reorganization  to the  Bankruptcy  Court but, as a result of the Grove's  value
being less than the existing debt,  was unable to obtain the necessary  votes to
have  its  plan of  reorganization  approved  by the  Court.  As a  result,  the
Partnership  was  forced  to  withdraw  its  plan  of  reorganization   and  the
Partnership's  creditors  are now able to submit  their own plans to the  Court.
Consequently, the Partnership will lose the




<PAGE>



Grove through  foreclosure.  The Partnership  believes,  however,  that any plan
confirmed  by the Court may not require the  Partnership  to disgorge all of its
cash. There can be no assurance,  however,  that the Partnership will be able to
retain  its cash.  If the Grove is  foreclosed  upon,  the  Partnership  will be
dissolved and its remaining cash after establishment of sufficient reserves,  if
any, will be  distributed  to its partners.  A hearing is scheduled for April 9,
1997 to determine all remaining issues involved in the Bankruptcy.

         Cash and cash  equivalents  at December  31, 1996 were  $4,330,081  and
compared to  $2,676,875  at December 31,  1995.  The increase is a result of the
retention of the annual second  mortgage  payment which was not paid in 1996 due
to  the  bankruptcy  filing.  Cash  generated  from  operating   activities  was
$1,653,154  as compared to cash used in operating  activities of $435,400 in the
prior year.  Increases and decreases of cash and cash  equivalents  from year to
year are typically due to differences in timing of the harvesting of the crop.

         Accounts receivable at December 31, 1996 of $197,822 decreased compared
to the December 31, 1995 balance of  $329,413.  Accounts  receivable  consist of
amounts due for fruit  harvested as of December 31st for which the cash will not
be received until after January 1st.

     Inventory  (fruit  remaining on trees) at December  31, 1996,  decreased to
$1,275,164 as compared to $1,792,035 at December 31, 1995.  Inventory includes a
portion of the inventoriable  horticultural  care and depreciation costs for the
calendar year. The other portion of such costs is allocated to cost of sales for
fruit  harvested in the same year but which were not  included in inventory  the
prior year.

Results of Operations

     Seasonal  revenues are not  comparable  to calendar year revenue due to the
nature of the Grove's  business  insofar as the harvesting of a single  season's
crop is not  completed  within a  single  calendar  year  and due to the  timing
differences  of final  settlements.  Nevertheless,  net  loss of the  Registrant
decreased  from  $1,780,419 for the year ended December 31, 1995 to $432,844 for
the year  ended  December  31,  1996.  The  reduction  in net loss is  primarily
attributable  to the  Registrant's  reduction in expenses due to the  bankruptcy
proceedings.  The  Registrant  reduced its  interest  expense for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 by $1,286,000.
Interest expense was reduced due to the Registrant's  stopping of payments under
its  existing  indebtedness.  The  reduction in  harvesting  expenses was due to
timing of payments from harvesting of the 1995-1996 crop and the 1996-1997 crop.

         These  reductions  were partially  offset by a reduction of fruit sales
from  $5,052,504  in 1995 to $4,737,398 in 1996 and an increase in cost of fruit
sales from  $2,272,638 in 1995 to  $2,329,564 in 1996. In addition,  general and
administrative  expenses  increased by $104,980 in 1996 as compared to 1995. The
increase  in  general  and  administrative  expense is due to  additional  costs
associated  with the  Registrant's  bankruptcy  proceeding.  Cost of fruit sales
consists  of  (1)  a  portion  of  the  inventoriable   horticultural  care  and
depreciation  costs for the current  calendar  year,  which is not  allocated to
inventory  (fruit  remaining on trees) for the current calendar year and (2) the
portion of such  inventoriable  costs which was  allocated to inventory  for the
prior year.  The total  production  expenditures  for a calendar year  generally
fluctuate only for changes in required horticultural care; accordingly,  cost of
goods sold is heavily influenced by the portions of current and prior year crops
picked  during  a given  reporting  period.  This  accounts  for the bulk of the
increase in the 1996 costs of good sold.





<PAGE>


Item 7.  Financial Statements
                INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP

                             (Debtor-in-Possession)

                              FINANCIAL STATEMENTS

                                       AND

                          INDEPENDENT AUDITORS' REPORT

                           DECEMBER 31, 1996 AND 1995

               INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP

                             (Debtor-in-Possession)


                           FINANCIAL STATEMENTS INDEX





                              FINANCIAL STATEMENTS


                       INDEPENDENT AUDITORS' REPORT


         BALANCE SHEETS AS OF DECEMBER 31, 1996 AND 1995


         STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
         DECEMBER 31, 1996 AND 1995


         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         (DEFICIENCY) FOR THE YEARS ENDED
         DECEMBER 31, 1996 AND 1995


         STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
         DECEMBER 31, 1996 AND 1995


         NOTES TO FINANCIAL STATEMENTS


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of Indian River Citrus Investors
Limited Partnership (Debtor-in-Possession)


We have audited the accompanying balance sheets of Indian River Citrus Investors
Limited Partnership (a Massachusetts limited partnership) (Debtor-in-Possession)
as of December  31, 1996 and 1995,  and the related  statements  of  operations,
partners'  capital  (deficiency) and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is  to  express  or  disclaim  an  opinion  on  these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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  present  fairly,  in all  material
respects, the financial position of the Partnership as of December 31, 1995, and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with generally accepted accounting principles.

As  discussed  in Note 1, the  Partnership  has filed for  reorganization  under
Chapter 11 of the Federal Bankruptcy Code. The accompanying financial statements
do not  purport to reflect or provide  for the  consequences  of the  bankruptcy
proceedings. In particular, such financial statements do not purport to show (a)
as  to  assets,   their  realizable  value  on  a  liquidation  basis  or  their
availability to satisfy  liabilities;  (b) as to pre-petition  liabilities,  the
amounts  that may be  allowed  for  claims or  contingencies,  or the status and
priority thereof; (c) as to partner accounts, the effect of any changes that may
be made in the capitalization of the Partnership;  or (d) as to operations,  the
effect of any changes that may be made in its business.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue  as a going  concern.  As  discussed  in Note 1, the
Partnership's  recurring losses from operations,  negative working capital,  and
partner capital deficiency raise substantial doubt about its ability to continue
as a going  concern.  Management's  plans  concerning  these  matters  are  also
discussed in Note 1. The financial  statements do not include  adjustments  that
might result from the outcome of the uncertainties referred to herein and in the
preceding paragraph.

Because of the possible material effects of the uncertainties referred to in the
two  preceding  paragraphs,  we are unable to express  and we do not  express an
opinion on the financial statements for 1996.

/s/Deloitte & Touche LLP
Orlando, Florida
March 21, 1997

<PAGE>


INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                                                    BALANCE SHEETS
                                              DECEMBER 31, 1996 AND 1995

                                                        ASSETS
<TABLE>

                                                                               1996                      1995
                                                                           -----------               --------
<S>                                                                         <C>                        <C>
Current Assets:
    Cash and cash equivalents (Note 2)................................      $ 4,330,081                $ 2,676,875
    Accounts receivable (Note 3)......................................          197,822                    329,413
    Inventory (Note 2)................................................        1,275,164                  1,792,035
    Other assets......................................................           27,180                     64,660
                                                                         --------------             --------------
    Total current assets..............................................        5,830,247                  4,862,983

Property, net (Notes 2 and 4).........................................       17,730,963                 18,401,799

Deferred financing costs (Note 5)....................................               -                        4,692
                                                                      -------------------         ----------------
                                                                            $23,561,210                $23,269,474
                                                                            ===========                ===========


                                         LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)

Liabilities Not Subject to Compromise:
   Current Liabilities:
    Notes payable (Note 6)............................................$         -                    $ 22,869,735
    Accrued interest..................................................          -                         767,970
    Other accrued liabilities (including accrued
         liabilities to related parties totaling $236,022
         and $61,793 in 1996 and 1995, respectively...................          395,066                   183,510
                                                                           ------------              ------------
    Total current liabilities.........................................          395,066                23,821,215
Liabilities Subject to Compromise (Note 7)............................       24,150,729                         -
                                                                           -----------             --------------
Total Liabilities                                                            24,545,795                23,821,215
                                                                           -----------                 ----------

Partners' Capital (Deficiency): (Note 1)
    Limited Partners, $1,000 stated value per
         Unit; 15,500 Units authorized, issued
         and outstanding in 1996 and 1995                                       264,478                   654,038
    General partner...................................................       (1,249,063)               (1,205,779)
                                                                           ------------                -----------
    Total partners' deficiency........................................         (984,585)                 (551,741)
                                                                          -------------               ------------
                                                                           $ 23,561,210               $23,269,474
                                                                          ============                ===========
</TABLE>


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


<PAGE>


    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>

                                                                       1996                       1995
                                                                       ----                       ----
<S>                                                                  <C>                     <C>
Fruit Sales
         Fruit sales (Notes 2 and 11)........................        $ 4,737,398             $ 5,052,504
         Less harvesting expenses.............................         1,151,867               1,351,243
                                                                     -----------            ------------
         Net fruit sales......................................         3,585,531               3,701,261

Cost of fruit sales (Note 2).................................          2,329,564               2,272,638
                                                                    ------------            ------------

Operating margin..............................................         1,255,967               1,428,623
                                                                    ------------            ------------

Interest income..............................................            125,708                 158,095

Expenses:
         Interest expense (Note 1)............................           920,029               2,614,444
         Grove management fees (Note 10).....................            227,589                 212,905
         Partnership management fees (Note 9).................           336,000                 336,140
         Real estate taxes....................................           157,336                  68,129
         Amortization (Notes 5)...............................             4,692                  45,665
         General and administrative...........................            80,381                  80,381
         Depreciation (Notes 2 and 4).........................              -                      9,473
                                                               -----------------         ---------------
         Total................................................         1,726,027               3,367,137
                                                                      ----------            ------------
Earnings before reorganization items.........................           (344,352)             (1,780,419)
                                                                    ------------              -----------

Reorganization items:
         General and administrative...........................          (104,980)                      -
         Interest earned on accumulated cash..................            16,488                       -
                                                                 --------------        -----------------
                                                                         (88,492)                      -
                                                                   --------------      -----------------

Net loss (Note 12)............................................       $  (432,844)            $(1,780,419)
                                                                    ============             ============
Net loss allocated to General Partner.........................      $    (43,284)           $   (178,042)
                                                                   =============            =============

Net loss allocated to Limited Partners........................      $  (389,560)             $(1,602,377)
                                                                    ============             ============

Net loss per Unit of Limited Partnership .....................
         Interest (Note 8)....................................    $      (25.13)           $     (103.38)
                                                                  ==============           ==============
</TABLE>

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

<PAGE>



<TABLE>

                         INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                                     STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)
                                    FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995



                                            Units of                                General                 Total
                                             Limited            Limited            Partners'              Partners'
                                           Partnership         Partners'            Capital                Capital
                                            Interest            Capital          (Deficiency)           (Deficiency)


<S>                                          <C>              <C>                <C>                    <C>
Balance, December 31, 1994                   15,500           $2,256,415         $ (1,027,737)          $ 1,228,678

Net loss                                                      (1,602,377)            (178,042)           (1,780,419)
                                       -----------            -----------             ---------          -----------
Balance, December 31, 1995                   15,500              654,038           (1,205,779)             (551,741)

Net loss                                                        (389,560)             (43,284)             (432,844)
                                       ------------         -----------         --------------          -----------
Balance, December 31, 1996                   15,500          $   264,478          $(1,249,063)           $ (984,585)
                                             ======         ===========            ===========           ==========
</TABLE>






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


<PAGE>




<TABLE>

                       INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                                               STATEMENTS OF CASH FLOWS
                                    FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


                                                                         1996                    1995
                                                                     ------------            --------
Cash flow provided by (used in) operating activities:

<S>                                                                 <C>                      <C>
    Cash received from customers                                    $ 4,868,989              $ 4,822,193
    Cash paid to suppliers                                           (2,827,264)              (3,643,410)
    Interest received                                                   125,708                  166,038
    Interest paid                                                      (449,555)              (1,780,221)
                                                                     -----------              -----------
    Net cash provided by (used in) operating activities
        before reorganization items                                   1,717,878                 (435,400)
                                                                   ------------             -------------

Operating cash flows from reorganization items:
    Interest received on cash accumulated because
        of the Chapter 11 proceeding                                     16,488                    -
    Cash paid to suppliers during reorganization                        (81,160)                  -
                                                                    -------------       ------------

    Net cash provided by reorganization items                           (64,672)                   -
                                                                   -------------         -----------
    Net cash provided by (used in)
        operating activities                                          1,653,206                (435,400)
                                                                    -----------                -----------

Cash flow used in investing activities:
    Capital expenditures                                                   -                    (12,353)
                                                               -----------------             -----------
    Net cash used in investing activities                                  -                    (12,353)
                                                               -----------------              -----------

Net increase (decrease) in cash and cash
    equivalents                                                       1,653,206                  (447,753)

Cash and cash equivalents, beginning                                  2,676,875                 3,124,628
                                                                    -----------               -----------
Cash and cash equivalents, ending                                    $4,330,081                $2,676,875
                                                                     ==========                ==========

</TABLE>

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


<PAGE>




<TABLE>

                       INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                                                    STATEMENTS OF CASH FLOWS
                                         FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
                                                      (CONTINUED)


                                                                                    1996                    1995
                                                                              ---------------          ---------

<S>                                                                          <C>                         <C>
Reconciliation  of  net  loss  to net  cash  provided  by  (used  in)  operating
   activities:
Net loss......................................................               $  (432,844)                $(1,780,419)

Adjustments to reconcile  net loss to net cash  provided by (used in)  operating
    activities:
        Depreciation and amortization.......................                       4,692                      55,138
        Decrease (increase) in:
            Accounts receivable..............................                    131,591                    (230,311)
            Inventory.........................................                   516,871                     (22,919)
            Other assets....................................                      37,480                     (15,904)
        Increase (decrease) in:
         Accrued interest.....................................                      -                       (418,652)
            Other liabilities.................................                   211,556                      59,304
Postpetition payables and other liabilities...................                   513,024                          -

Depreciation capitalized to inventory.........................                   670,836                     665,488

Accrued interest on refinanced
   notes payable..............................................                      -                      1,252,875
                                                                      ------------------              -------------

Net cash provided by (used in) operating activities...........               $ 1,653,206                 $  (435,400)
                                                                             ===========                 ===========

</TABLE>


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

     INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP(DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


1.       ORGANIZATION AND BANKRUPTCY

         Indian     River     Citrus     Investors      Limited      Partnership
         (Debtor-in-possession)  (the  "Partnership")  was organized in December
         1984 under the Uniform Limited  Partnership Act of the  Commonwealth of
         Massachusetts   to  acquire  from  Caulkins  Citrus  Company,   Limited
         approximately  3,150  gross  acres of land  located  in Martin  County,
         Florida, and to operate a commercial citrus grove (the "Grove") for the
         production of oranges.  The Partnership  will terminate on December 31,
         2010,  or  sooner,   in  accordance  with  the  terms  of  the  Limited
         Partnership Agreement (the "Agreement"), as amended November 13, 1985.

         In accordance with the Agreement, as amended, net income or net losses,
         tax credits and net cash flow, as defined,  are generally allocated 99%
         to the Limited  Partners  and 1% to the General  Partner for the period
         ended December 31, 1985, and 90% to the Limited Partners and 10% to the
         General Partner,  thereafter.  Gains,  losses and proceeds from capital
         transactions  are generally  allocated 70% to the Limited  Partners and
         30% to the General  Partner.  These  allocations are subject to certain
         priority returns to the Limited Partners, as defined in the Agreement.

         The two mortgages  encumbering the property were scheduled to mature on
         January  31,  1996.  The  holder  of the first  mortgage,  NationsBank,
         granted  the  Partnership  a four month  extension  on the  maturity to
         enable the  Partnership to negotiate with the second  mortgage  holder,
         Caulkins Citrus Company  (Caulkins).  In February 1996,  Caulkins broke
         off negotiations  and commenced  foreclosure  proceedings,  obtaining a
         court order to appoint a receiver to collect  revenues and take control
         of the Grove.

          On March 4, 1996 the  Partnership  filed a  voluntary  petition in the
          Circuit  Court of the 19th Circuit in and for Martin  County,  Florida
          seeking to  reorganize  the Grove under  Chapter 11 of the  Bankruptcy
          Code.  The  Partnership  submitted its plan of  reorganization  to the
          Bankruptcy  Court but was unable to obtain the necessary votes to have
          its plan of  reorganization  approved by the Court.  As a result,  the
          Partnership was forced to withdraw its plan of reorganization, and the
          Partnership's  creditors are now able to submit their own plans to the
          Court. The Partnership expects to lose the Grove through  foreclosure.
          Upon foreclosure,  the Partnership will be dissolved and its remaining
          cash after  establishment  of  sufficient  reserves,  if any,  will be
          distributed to its partners.

          The Partnership  received approval from the Bankruptcy Court to pay or
          otherwise  honor  certain of its  prepetition  obligations,  including
          interest payable on the first mortgage. Interest on he second mortgage
          was stayed as of the petition date and therefore,  the Partnership has
          discontinued accruing interest on this obligation. Unrecorded interest
          for the post  petition  period  in  excess  of  reported  interest  is
          approximately $1,286,000.


<PAGE>


    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


1.        ORGANIZATION AND BANKRUPTCY (continued)

         The  financial  statements  contained  herein  have  been  prepared  in
         accordance with generally accepted accounting  principles applicable to
         a going  concern  and do not  purport to reflect or to provide  for all
         consequences  of the ongoing Chapter 11  reorganization  case. As noted
         above,  the  Partnership  may be unable to continue as a going concern.
         The financial statements do not include any adjustments relating to the
         recoverability  and  classification  of recorded asset amounts,  or the
         amounts  and  classification  of  liabilities  that might be  necessary
         should the Partnership be unable to continue as a going concern. Due to
         the events  described  above,  the  continued  operations  of the Grove
         cannot be determined. The financial statements contained herein may not
         be indicative of the results of future operations or financial position
         of the Partnership.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Fruit Sales - Fruit sales are  recognized  when fruit is  delivered  to
         processors.   Sales  are  comprised  of  advances  received  for  fruit
         delivered  during  the  fruit  season  and  the  receipt  of any  final
         settlements,  90% of which are  received  by December 31 of the year in
         which harvesting is completed.

         Inventory  -  Inventory  consists  of fruit  remaining  on the trees at
         December 31, 1996 and 1995. Inventory is valued at the lower of cost or
         market.  Inventory  cost includes  caretaking  costs and  inventoriable
         depreciation  at December 31, 1996 and 1995,  which are both  allocated
         between fruit harvested and fruit remaining on the trees.  Market value
         was determined by utilizing crop estimates,  specified minimum contract
         prices  and  quoted  market  prices  reported  by  the  Florida  Citrus
         Processor's Association.

         Property - The Partnership  provides for  depreciation on the grove and
         improvements,  the  building  and the  trucks  using the  straight-line
         method over estimated  useful lives of 30 years,  10 years and 5 years,
         respectively.  Depreciation  expense of $0 and $9,473 was recognized on
         the  building  during  the  years  ended  December  31,  1996 and 1995,
         respectively.  Depreciation of the grove and improvements and trucks is
         included in inventory and ultimately  charged to cost of fruit sales as
         the fruit is harvested and sold.  Depreciation of $670,784 and $665,488
         was  included in  inventory  for the years ended  December 31, 1996 and
         1995, respectively.

         Maintenance,  repairs  and minor  renewals  are  charged  to expense as
         incurred while major renewals and betterments are capitalized.




<PAGE>


    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Income  Taxes - Since  the  Partnership  is not a taxable  entity,  the
         revenues  and expenses  flow through to the partners for tax  purposes.
         The tax returns and the amount of distributable  Partnership  income or
         loss are  subject  to  examination  by the  federal  and  state  taxing
         authorities.  If such  examinations  result in changes to distributable
         partnership  income or loss, the tax liability of the partners would be
         changed accordingly.

          Statement of Cash Flow - The  Partnership  considers all highly liquid
          investments  purchased  with an original  maturity of three  months or
          less to be cash equivalents. The majority of cash and cash equivalents
          are in excess of federal  deposit  insurance  coverage at December 31,
          1996 and 1995.

          Financial Instruments - The estimated fair values of cash, receivables
          and other  accrued  liabilities  held by the  Partnership  approximate
          carrying values.  Due to the bankruptcy filing, it is not practical to
          estimate the fair value of liabilities subject to compromise.

          Concentration of Credit Risk - Financial instruments which potentially
          expose  the  Partnership  to  concentration  of  credit  risk  consist
          primarily of temporary cash investments.  The Partnership's  policy is
          to place temporary cash investments with high credit quality financial
          institutions.  The  Partnership's  cash  investments  consist  of bank
          deposits and money market funds.

          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 the
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.

          Recently Issued  Accounting  Standards-In  March,  1995, the Financial
          Accounting  Standards Board issued  Statement of Financial  Accounting
          Standards  No.  121 ("FAS  121"),  Accounting  for the  Impairment  of
          Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of,
          effective for fiscal years  beginning after December 15, 1995. FAS 121
          requires that long-lived assets and certain  identifiable  intangibles
          to be held and used by an entity be reviewed for  impairment  whenever
          events or changes in  circumstances  indicate that the carrying amount
          of an asset  may not be  recoverable.  On a going  concern  basis,  no
          impairment  of  the  grove  is  indicated.   However,   the  financial
          statements do not include any adjustments  relating to  recoverability
          which may be a consequence of the ongoing Chapter 11 case.



<PAGE>



    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


3.   ACCOUNTS RECEIVABLE

     Accounts  receivable  consist of amounts  due for fruit  harvested  and are
     carried at net realizable  value. Net realizable value was calculated based
     on the fruit delivered  utilizing spot and contract market prices published
     by the Florida Citrus  Processor's  Association  per the terms of the fruit
     purchase  agreements.  As of  December  31,  1996 and  1995,  there  was no
     provision for doubtful accounts.

4.   PROPERTY
<TABLE>

     At December 31, property consists of the following:                         1996                     1995
                                                                             ------------             --------

<S>                                                                        <C>                       <C>
     Land      ...............................................             $  5,225,071              $  5,225,071
     Grove and improvements...................................               19,119,148                19,106,795
     Building  .......................................                           94,732                    94,732
     Trucks    ...............................................                   30,979                    30,979
                                                                         --------------            --------------
     Total     ...............................................               24,469,930                24,469,930
     Less accumulated depreciation............................               (6,738,967)               (6,068,131)
                                                                            ------------              ------------
     Property - net...........................................              $17,730,963               $18,401,799
                                                                            ===========               ===========
</TABLE>


<PAGE>






5.   DEFERRED FINANCING COSTS

     Deferred  financing  costs  consist  of  costs  associated  with  obtaining
     financing and are amortized on a straight-line  basis over the lives of the
     related debt.  Deferred  financing  costs at December 31, 1996 and 1995 are
     net of  accumulated  amortization  of $119,464 and $114,772,  respectively.
     Amortization  of  deferred  financing  costs of $4,692 and $45,665 has been
     recognized in the  accompanying  financial  statements  for the years ended
     December 31, 1996 and 1995, respectively.


<PAGE>




    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


6.                NOTES PAYABLE

<TABLE>
Notes payable of the Partnership at December 31, 1996 and 1995 were as follows:

                                                                                      1996                  1995
                                                                            ----      --------  ----        ----
Note  payable to  NationsBank  of Florida  dated April 12, 1993.  Interest  paid
monthly at the bank's prime rate less 1% (ranging from 5% to 8%).  Principal and
accrued interest were due on January 31, 1996. The note is  collateralized  by a
first mortgage on the Grove property and $2,000,000 is guaranteed by the General
Partner.  The note was purchased in December 1996 by ABU,  Inc., an affiliate of
Caulkins Citrus Company (see Note 7).


<S>                                                                                 <C>                   <C>
                                                                                    $8,000,000            $8,000,000

Purchase money second  mortgage note payable at 10% to Caulkins  Citrus Company,
Limited dated December 31, 1985. Annual payments due beginning January 31, 1987,
based on the lesser of $500,000  for each of the first  three years  ($1,000,000
for each year of the next four years) or available  cash flow,  as defined.  Any
accrued but unpaid interest for any year will be added to the principal  balance
as of the annual date. At no time shall the total principal exceed  $17,500,000.
Principal and accrued  interest  thereon were due on or before January 31, 1996.
This note is collateralized by a second mortgage on the Grove property (see Note
7).

                                                                                    14,869,735            14,909,826

Less discount on the purchase  money second  mortgage note  adjusting the stated
interest rate to 14.5% (estimated fair market rate on the date of
the note)                                                                                                   (40,091)
                                                                                           ---

Notes payable                                                                      $22,869,735           $22,869,735
                                                                                   ===========           ===========


The discount on the purchase money second mortgage note was calculated  based on
the projected  principal  balance assuming  payments based on the  Partnership's
projected cash flow, as defined.

The amortized  discount  approximates  the effective  interest rate method.  The
borrower's  incremental  borrowing  rate used to  discount  the  projected  note
payments was that assumed for similar debt as of the date of issuance (i.e.
14.5%).
</TABLE>


<PAGE>



    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


7.       LIABILITIES SUBJECT TO COMPROMISE

          Liabilities  subject to compromise at December 31, 1996 consist of the
following:
<TABLE>

<S>                                                                                             <C>
          First mortgage on property (see Note 6)                                               $  8,000,000
          Accrued interest on first mortgage                                                         175,000
          Second mortgage on property (see Note 6)                                                14,869,735
          Accrued interest on second mortgage                                                      1,038,444
          Trade and other miscellaneous claims                                                        67,550
                                                                                             ---------------
                                                                                                 $24,150,729
</TABLE>


8.       NET LOSS PER UNIT

         Net loss per unit of Limited Partnership  interest in computed based on
         15,500 units outstanding at December 31, 1996 and 1995.


9.        RELATED PARTY TRANSACTIONS

          The General  Partner  receives an annual  management  fee of $200,000.
          Accordingly, partnership management fees of $200,000 were expensed for
          each of the two years in the period ended December 31, 1996.

          First Winthrop  Corporation  ("First Winthrop") receives fees adjusted
          by the annual  consumer  price  index,  for  accounting,  clerical and
          administrative  services  provided to the Partnership.  During each of
          the two years ended December 31, 1996 and 1995, fees of  approximately
          $136,000 were expensed.


10.       MANAGEMENT FEES

          As  of  April  1,  1993,  the  Partnership  entered  into  a  property
          management  agreement with  AgriManagement for a fixed fee of $148,400
          plus two incentive fees described as Incentive Fee A and Incentive Fee
          B. Incentive Fee A is 2.5% of net cash flow from operations. Incentive
          Fee B is 15% of net cash flow from  operations  (as defined)  less the
          sum of $1,800,000, base fees, accounting services and Incentive Fee B.

          Grove  management  fees of $227,590 and $212,905 were expensed for the
          years ended December 31, 1996 and 1995, respectively.



<PAGE>



    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


11.       SIGNIFICANT CUSTOMERS

          The  Partnership  sells  most  of its  fruit  under  two  fruit  sales
          agreements with citrus processing plants. Under the terms of the first
          agreement,  the  Partnership was obligated to deliver and sell to this
          processing  plant at least 80% of the Grove's  harvested fruit for the
          1987 through  1991  harvests  and 10% of the Grove's  harvested  fruit
          thereafter through the 1994-1995 harvest,  or until it had delivered a
          total of  600,000  boxes of fruit to the  plant.  For the years  ended
          December  31,  1996  and  1995,  11%  and  12%  respectively,  of  the
          Partnership's fruit sales were recognized under this agreement.

          The Partnership entered into another fruit sales agreement under which
          it was  obligated  to deliver and sell 90% of the fruit not  committed
          under the agreement  described  above  through the 1996-1997  harvest.
          This agreement  provides for a variable  minimum sales price,  but not
          less than $1.00 per pound solid,  through the 1996-1997  harvest.  For
          the  years  ended  December  31,  1996  and  1995,  89% and 88% of the
          Partnership's  fruit  sales  were  recognized  under  this  agreement,
          respectively.

12.       TAXABLE LOSS

          The  Partnership's  taxable loss from  operations  for the years ended
          December 31, 1996 and 1995 was calculated as follows:
<TABLE>
                                                                                    1996                 1995

<S>                                                                           <C>                      <C>
          Net loss per accompanying statements
            of operations.........................................            $  (432,844)             $(1,780,419)
          Tax depreciation less than (in excess of)
            that used for financial reporting
            purposes..............................................                142,357                  (69,996)
          Reversal of prior year I.R.C. Section 263A costs
            in excess of (less than) amount capitalized to
            inventory for tax purposes but not for financial
            reporting purposes, and other items affecting
            operating margin......................................                 27,336                 (444,202)

          Portfolio income directly allocated to partners.........               (142,196)                (158,095)
          Imputed interest expense not recorded for tax
            purposes..............................................                 51,436                  502,559

          Current year costs capitalized under I.R.C. Section
            263A in excess of (less than) amount capitalized
            for financial reporting purposes......................                 84,288                  215,894
                                                                           -------------           --------------

          Taxable loss............................................            $  (269,623)             $(1,734,259)
                                                                              ===========              ===========
</TABLE>
<PAGE>

Item 8.  Changes In and Disagreements on Accounting and Financial
             Disclosure.

                  None.  However,  the  principal  accountants'  report  on  the
Partnership's  financial  statements  for the year ending  December 31, 1996 set
forth in Item 7 contains a disclaimer of opinion as a result of the  substantial
uncertainty related to the bankruptcy filing.




<PAGE>








                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control
                  Persons; Compliance With Section 16(a) of the Exchange
                  Act.

         Registrant has no officers or directors.  The General  Partner  manages
and  controls   substantially  all  of  Registrant's  affairs  and  has  general
responsibility and ultimate authority in all matters effective its business.  As
of March 1, 1997,  the names of the  directors  and  executive  officers  of the
General Partner and the position held by each of them, are as follows:

                                                        Has Served as
                             Position Held with the     a Director or
  Name                       Managing General Partner   Officer Since

Michael L. Ashner            Chief Executive Officer      1-96
                              and Director

Richard J. McCready          President and
                             Chief Operating Officer      7-95

Jeffrey Furber               Executive Vice President     7-95
                             and Clerk

Edward Williams              Chief Financial Officer      4-96
                             Vice President and
                             Treasurer

Peter Braverman              Senior Vice President        1-96

         Michael  L.  Ashner,  age 45, has been the Chief  Executive  Officer of
Winthrop Financial  Associates,  A Limited Partnership ("WFA") since January 15,
1996.  From June 1994 until January 1996,  Mr. Ashner was a Director,  President
and Co-chairman of National Property  Investors,  Inc., a real estate investment
company  ("NPI").  Mr. Ashner was also a Director and  executive  officer of NPI
Property Management Corporation ("NPI Management") from April 1984 until January
1996. In addition,  since 1981 Mr. Ashner has been  President of Exeter  Capital
Corporation,  a firm which has organized and  administered  real estate  limited
partnerships.





<PAGE>



     Richard J. McCready,  age 38, is the President and Chief Operating  Officer
of WFA and its  subsidiaries.  Mr.  McCready  previously  served  as a  Managing
Director,  Vice  President and Clerk of WFA and a Director,  Vice  President and
Clerk of the Managing  General  Partner and all other  subsidiaries  of WFA. Mr.
McCready joined the Winthrop organization in 1990.

         Jeffrey  Furber,  age 37, has been the Executive  Vice President of WFA
and the President of Winthrop  Management  since January 1996. Mr. Furber served
as a Managing  Director of WFA from January 1991 to December  1995 and as a Vice
President from June 1984 until December 1990.

         Edward V. Williams, age 56, has been the Chief Financial Officer of WFA
since April 1996. From June 1991 through March 1996, Mr. Williams was Controller
of NPI and NPI  Management.  Prior to 1991, Mr.  Williams held other real estate
related positions including Treasurer of Johnstown American Companies and Senior
Manager at Price Waterhouse.

         Peter Braverman,  age 45, has been a Senior Vice President of WFA since
January  1996.  From June 1995 until  January  1996,  Mr.  Braverman  was a Vice
President  of NPI and NPI  Management.  From June 1991  until  March  1994,  Mr.
Braverman  was  President  of  the  Braverman  Group,  a  firm  specializing  in
management consulting for the real estate and construction industries. From 1988
to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.

         One or more of the above  persons are also  directors  or officers of a
general  partner (or  general  partner of a general  partner)  of the  following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the  Securities  and Exchange Act of 1934, or are subject to
the reporting  requirements of Section 15(d) of such Act:  Winthrop  Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop Partners
81  Limited   Partnership;   Winthrop   Residential   Associates  I,  A  Limited
Partnership; Winthrop Residential Associates II, A Limited Partnership; Winthrop
Residential  Associates  III, A Limited  Partnership;  1626 New York  Associates
Limited  Partnership;  1999 Broadway Associates Limited  Partnership;  Nantucket
Island Associates Limited Partnership;  One Financial Place Limited Partnership;
Presidential Associates I Limited Partnership; Riverside Park Associates Limited
Partnership;   Springhill  Lake  Investors  Limited   Partnership;   Twelve  AMH
Associates   Limited   Partnership;   Winthrop   California   Investors  Limited
Partnership;  Winthrop Growth Investors I Limited Partnership;  Winthrop Interim
Partners  I, A  Limited  Partnership;  Southeastern  Income  Properties  Limited
Partnership;  Southeastern  Income Properties II Limited  Partnership;  Winthrop
Miami Associates Limited  Partnership;  and Winthrop Apartment Investors Limited
Partnership.

         Except as  indicated  above,  neither the  Partnership  nor the General
Partner  has any  significant  employees  within the  meaning of Item  401(b) of
Regulation  S-B.  There  are no family  relationships  among  the  officers  and
directors of the General Partner.

         Based  solely  upon a review  of Forms 3 and 4 and  amendments  thereto
furnished to the Partnership under Rule 16a-3(e) during the  Partnership's  most
recent  fiscal  year  and  Forms  5 and  amendments  thereto  furnished  to  the
Partnership  with respect to its most recent fiscal year, the Partnership is not
aware of any director,  officer or beneficial  owner of more than ten percent of
the units of limited partnership interest in the Partnership that failed to file
on a timely basis, as disclosed in the above Forms,  reports required by section
16(a) of the  Exchange  Act during the most recent  fiscal year or prior  fiscal
years.

<PAGE>
Item 10.  Executive Compensation.

         The Partnership is not required to and did not pay any  compensation to
the officers or directors of the General  Partner.  The General Partner does not
presently pay any compensation to any of its officers or directors.

Item 11.  Security Ownership of Certain Beneficial Owners and
                  Management.

         (a) Security ownership of certain beneficial owners. No person or group
is known by the  Registrant  to be the  beneficial  owner of more than 5% of the
outstanding Units at March 1, 1997. Under the Amended and Restated  Agreement of
Limited Partnership of the Registrant (the "Partnership Agreement"),  the voting
rights of the Limited  Partners  are limited  and,  in some  circumstances,  are
subject  to the prior  receipt  of  certain  opinions  of  counsel  or  judicial
decisions.





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         Under the  Partnership  Agreement,  the right to manage the business of
the Registrant is vested in the General Partner.

         (b)  Security  ownership  of  management.  As of  March  1,  1997,  the
directors and executive  officers of the General Partner do not own any Units of
limited partnerships in the Partnership.

         (c)  Changes  in  control.  There  exists no  arrangement  known to the
Registrant the operation of which may at a subsequent date result in a change in
control of the Registrant.

Item 12.  Certain Relationships and Related Transactions.

         The General  Partner and its affiliates are entitled to receive various
fees,  commissions,  cash distributions,  allocations of taxable income, or loss
and expense reimbursements from the Partnership.

     The General Partner  receives and annual  management fee of $200,000.  This
amount has been  expensed  for the years ended  December  31, 1995 and 1996.  In
addition,  First  Winthrop  Corporation,  an affiliate  of the General  Partner,
receives $100,000 each year, as adjusted by the annual consumer price index, for
accounting,  clerical and  administrative  services  provided to the Registrant.
During the years ended  December  31, 1996 and 1995,  such fees in the amount of
approximately $136,000 were expensed.



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                                     PART IV


Item 13.          Exhibits and Reports on Form 8-K.

(a)      Exhibits:

                  The Exhibits listed on the accompanying  Index to Exhibits are
                  filed as part of this Annual Report and  incorporated  in this
                  Annual Report as set forth in said Index.

(b)      Reports on Form 8-K - None





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                                   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

                     By: /s/ Michael L. Ashner
                             Michael Ashner
                             Chief Executive Officer

                             Date:  March 28, 1997

                  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.


Signature/Name            Title                    Date

/s/ Michael Ashner        Chief Executive          March 28, 1997
------------------
Michael Ashner            Officer and Director


/s/ Edward Williams       Chief Financial Officer  March 28, 1997
Edward Williams




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                                INDEX TO EXHIBITS

Exhibit No.       Title of Document                          Page

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

3A     Amendment to Amended and Restated Agreement
       of Limited Partnership dated August 22, 1995           (2)

10A    Long-Term Fruit Purchase(Orange)
       Agreement Tropicana Products, Inc., Indian
       River Citrus Investors Limited Partnership             (3)

10B    Property Management Agreement between
       Bariston Management, Inc. and Indian River
       Citrus Investors Limited Partnership,
       dated August 27, 1987, as amended                      (3)

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                                        (3)

       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                                      (4)

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)



<PAGE>









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                                  (3)

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                                (4)

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         (4)

10G    Accounting Services Agreement dated as of
       April 2, 1985 by and between the Registrant
       and First Winthrop Corporation filed April 8, 1985     (4)

       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            (4)

10H    Form of Promissory Note and Assignment of
       Registrant filed April 8, 1985                         (4)

10I    Form of Assumption Agreement by the General
       Partner of Registrant filed November 14, 1985          (4)

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

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



<PAGE>








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.                          (6)

10M    Amended and Restated Consulting Agreement
       dated as of March 31, 1993                             (6)

25     Power of Attorney filed January 9, 1985                (4)

27     Financial Data Schedule

99B    Agricultural Engineering Evaluation of Caulkins
       Citrus Company Grove dated January 25, 1985
       prepared by Kenneth A. Harris, P.E. filed
       April 18, 1985                                         (4)

       Supplemental letter dated November 8, 1985 from
       Kenneth A. Harris, P.E. filed November 14, 1985        (4)

99C    Horticultural  Evaluation of Caulkins Citrus Company Grove dated December
       10, 1984 and Update of the Horticultural  Evaluation dated March 12, 1985
       filed April 18, 1985                                   (4)

99D    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)                            (4)

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

(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  Current Report on Form
         8-K filed with Securities and Exchange on September 6, 1995.





<PAGE>


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

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

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

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



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