SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended September 30, 1995     Commission File Number 2-95219



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



        Massachusetts                                        04-2859087
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


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


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


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

                    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
                               STATEMENT OF OPERATIONS
                                (UNAUDITED) (NOTE 1)



PART I - FINANCIAL INFORMATION
<TABLE>
                                                                        THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                            SEPTEMBER 30,                    SEPTEMBER 30,
                                                                      -----------------------              ---------------
                                                                         1995             1994               1995            1994
                                                                      ----------        --------           --------        ------

<S>                                                                  <C>             <C>                <C>              <C>
Fruit Sales                                                          $     -         $    -             $4,008,318       $3,852,835
         Less - Harvesting expenses                                        -              -              1,038,772          910,484
                                                                     ----------      ----------         ----------       ----------
             Net Fruit Sales                                               -              -              2,969,546        2,942,351


         Cost of Fruit Sales                                               -              -              1,769,115        1,566,556
                                                                     ----------      ----------         ----------       ----------
             Operating Margin                                              -              -              1,200,431        1,375,795

Other Revenues:
         Interest income                                                 50,609          35,864            126,261           76,225

Other Expenses:
         Interest expense                                             1,018,984         613,632          2,315,461        1,751,461
         Grove management fees                                           49,416          45,027            150,316          144,585
         Partnership management fees                                    102,105          80,000            252,105          235,000
         Real estate taxes                                               16,314          44,248             48,943          114,836
         Amortization                                                    11,416          11,416             34,248           34,248
         Building depreciation                                            2,095           2,368              6,285            7,105
         General Administrative                                           5,367         (18,503)            39,829           26,878
                                                                     ----------      ----------         ----------       ----------
                                                                      1,205,697         778,187          2,847,187        2,314,113
                                                                     ----------      ----------         ----------       ----------
Net Income/(Loss)                                                    (1,155,088)     $ (742,324)      $ (1,520,495)      $ (862,093)
                                                                     ==========      ==========       ============       ========== 
Net Income/(Loss)
  allocated to General Partner                                       $ (115,509)     $  (74,232)       $  (152,050)      $  (86,209)
                                                                     ==========      ==========        ===========       ========== 
Net Income/(Loss)
  allocated to Limited Partners                                      (1,039,579)     $ (668,092)      $ (1,368,445)      $ (775,884)
                                                                     ==========      ==========       ============       ========== 

Net Loss per Unit of Limited
         Partnership Interest                                        $   (67.07)    $    (43.10)        $   (88.29)          (50.06)
                                                                     ==========     ===========         ==========      =========== 

</TABLE>



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

<PAGE>

<TABLE>


                                                  INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
                                                               BALANCE SHEETS
                                                                          ASSETS
                                                                  (NOTE 1)




                                                                       September 30,                 December 31,
                                                                            1995                         1994
                                                                        (Unaudited)                    (Audited)


<S>                                                                       <C>                        <C>
Current Assets:
    Cash and cash equivalents.........................................     $ 3,336,847               $ 3,124,628
    Accounts receivable...............................................           -                        99,102
    Inventory.........................................................       1,786,225                 1,769,116
    Other assets......................................................          32,080                    48,757
                                                                           -----------               -----------
                                                                           $ 5,155,152               $ 5,041,603
Property, net.........................................................      18,570,537                19,064,407
Deferred financing costs.............................................           16,108                    50,356
                                                                           -----------               -----------
                                                                           $23,741,797               $24,156,366
                                                                           ===========               ===========


                                                     LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
    Notes payables ...................................................     $21,976,860               $     -
    Accrued interest..................................................       1,518,584                 1,186,622
    Other liabilities.................................................         538,170                   124,206
                                                                           -----------               -----------
                                                                            24,033,614                 1,310,828

Long-term notes payable...............................................          -                     21,616,860

Partners' Capital:
    Limited Partners, $1,000 stated value per
       Unit; 15,500 Units authorized, issued
       and outstanding................................................         887,970                 2,256,415
    General Partner...................................................      (1,179,787)               (1,027,737)
                                                                           -----------               ----------- 
                                                                              (291,817)                1,228,678

                                                                           $23,741,797 0             $24,156,366
                                                                           ===========               ===========

</TABLE>

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

<PAGE>

<TABLE>


                                                  INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
                                                          STATEMENTS OF CASH FLOWS
                                                            (UNAUDITED) (NOTE 1)



                                                                              NINE MONTHS ENDED
                                                                                SEPTEMBER 30
                                                                              --------------
                                                                             1995                      1994
                                                                           --------                  ------

<S>                                                                        <C>                       <C>
Cash Flows From Operating Activities:
    Cash received from customers......................................     $ 4,107,420               $ 3,855,752
    Cash paid to suppliers............................................      (2,385,609)               (2,329,736)
    Interest received.................................................          126,261                   77,228
    Interest paid.....................................................      (1,623,500)                 (773,010)
                                                                           -----------               ----------- 
    Net cash provided by operating activities.........................         224,572                   830,234
                                                                           -----------               -----------

Cash Flows From Investing Activities:
    Capital expenditures..............................................         (12,353)                     -
                                                                           -----------               --------
    Net cash used in investing activities.............................         (12,353)                     -
                                                                           -----------               --------

Net Increase in Cash and Cash
    Equivalents.......................................................         212,219                   830,234
                                                                           -----------               -----------

Cash and Cash Equivalents at Beginning
    of Period.........................................................       3,124,628                 2,475,681
                                                                           -----------               -----------

Cash and Cash Equivalents at End of Period............................     $ 3,336,847               $ 3,305,915
                                                                           ===========               ===========
</TABLE>

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

<PAGE>

<TABLE>


                                                  INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
                                                          STATEMENTS OF CASH FLOWS
                                                                (CONTINUED)
                                                            (UNAUDITED) (NOTE 1)



Reconciliation of net loss to net cash provided by operating activities:


                                                                              NINE MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                             1995                      1994



<S>                                                                        <C>                       <C>
Net Loss                                                                   $  (1,520,495)            $  (862,093)
Adjustments to Reconcile
    Net Loss to Net Cash Provided
    By Operating Activities:
         Depreciation and amortization................................          40,533                    41,353
         Decrease (Increase) in:
              Accounts Receivable.....................................          99,102                   277,896
              Inventory...............................................         (17,109)                 (347,365)
              Other Assets............................................          16,677                   (18,290)

         Increase in:
              Accrued Interest........................................         331,962                   605,712
              Other Liabilities.......................................         413,964                   262,976
         Depreciation capitalized to inventory........................         499,938                   497,305
         Accrued interest on refinanced
              long-term debt..........................................         360,000                       -  
                                                                           -----------               -----------
Net Cash Provided by Operating Activities.............................     $   224,572               $   830,234
                                                                           ===========               ===========



</TABLE>



Disclosure of accounting policy:

For purposes of the  statement of cash flows,  the company  considers all highly
liquid debt instruments  purchased with a maturity of three months or less to be
cash equivalents.


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

<PAGE>

<TABLE>


                                             INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
                                                 STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                           FOR              THE   NINE    MONTHS
                                                            ENDED  SEPTEMBER 30,
                                                            1995     AND    1994
                                                            (UNAUDITED) (NOTE 1)




                                                  Limited          Partners            General
                                                   Units            Capital            Partner                Total



<S>                                              <C>                <C>                <C>                   <C>
Balance, December 31, 1994                           15,500         $2,256,415         $(1,027,737)          $1,228,678
Net Loss                                                            (1,368,445)           (152,050)          (1,520,495)
                                                 ----------         ----------         -----------           ---------- 
Balance, September 30, 1995                          15,500            887,970         $(1,179,787)            (291,817)
                                                 ==========         ==========         ===========           ==========





Balance, December 31, 1993                           15,500         $3,412,696         $  (899,261)          $2,513,435
Net Loss                                                              (775,884)            (86,209)            (862,093)
                                                 ----------         ----------         -----------           ---------- 
Balance, September 30, 1994                          15,500         $2,636,812         $  (985,470)          $1,651,342
                                                 ==========         ==========         ===========           ==========
</TABLE>







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

<PAGE>



               INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1995
                                  (UNAUDITED)


1.       ACCOUNTING AND FINANCIAL REPORTING POLICIES

         The condensed  financial  statements included herein have been prepared
         by the Registrant, without audit, pursuant to the rules and regulations
         of the Securities and Exchange Commission.  The Registrant's accounting
         and  financial  reporting  policies are in  conformity  with  generally
         accepted  accounting  principles  and  include  adjustments  in interim
         periods considered  necessary for a fair presentation of the results of
         operations.  Certain  information  and  footnote  disclosures  normally
         included in financial  statements prepared in accordance with generally
         accepted accounting  principles have been condensed or omitted pursuant
         to such rules and  regulations.  It is suggested  that these  condensed
         financial   statements  be  read  in  conjunction  with  the  financial
         statements and the notes thereto  included in the  Registrant's  latest
         annual report on form 10-K.

         The accompanying financial statements reflect the Partnership's results
         of operations for an interim period and are not necessarily  indicative
         of the results of operations for the year ending December 31, 1994.



2.       TAXABLE LOSS

         The Partnership's  results of operations on a tax basis are expected to
         differ from net loss for financial  reporting purposes primarily due to
         the accounting differences generated by using accelerated  depreciation
         methods and uniform Capitalization Rules under I.R.C. Section 263A used
         for tax purposes.




<PAGE>



               MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



FINANCIAL CONDITION

Cash and  equivalents  of  approximately  $3,336,847  at September  30, 1995 are
sufficient to meet the Partnership's working capital and liquidity requirements.
See below for discussion on the Mortgages Payable.

RESULTS OF OPERATIONS/VARIATIONS IN INTERIM PERIODS

The  principal  differences  between  the  results of  operations  for the third
quarter of 1995 and that of 1994 are as follows:


1)       A slight decrease in the  pounds-solid per box and a slight increase in
         the  price   received   per  pound  solid  were   noted.   During  1994
         approximately  $540,000 was recognized under  participation  agreements
         with fruit  processors  with respect to the previous crop year.  During
         1995,  a  final   settlement  of  $62,400  has  been  recognized  under
         participation agreements for the 1993-1994 crop year.

2)       Harvesting expenses were consistent at $1.94 per box in 1995 and 1994.

3)       Cost of fruit sales per box (which  consist  primarily  of  inventoried
         horticultural  costs) increased slightly from $3.34 in 1994 to $3.35 in
         1995.

4)       Interest expense for the nine months ended September 30, 1995 increased
         as a result of the increase in the prime rate on the first mortgage.

5)       Interest income increased due to the increase in cash and cash
         equivalents.

6)       Mortgages  payable are due January 31, 1996.  Due to the continued weak
         per pound solid prices for oranges,  the  partnership  believes  that a
         sale or  refinancing  may not produce  adequate  proceeds to repay such
         debts.  The  Partnership  has  commenced  discussions  with the  second
         mortgage lender regarding this issue, but no agreement has been reached
         to date.




<PAGE>



                                            PART II - OTHER INFORMATION

Items 1, 2, 3 and 4 are inapplicable.

Item 5.  Other Information.

All items are inapplicable.



                           SIGNATURES


Pursuant to the  requirements  of the  Securities  and 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
                                 (Registrant)



             By:  Winthrop Agricultural Management, II, Inc.
                                General Partners



                       By:  /s/ Anthony R. Page
                                Anthony R. Page
                            Chief Financial Officer



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




DATED:  November 14, 1995
<PAGE>