INDIAN RIVER CITRUS INVESTORS LTD PARTNERSHIP
NT 10-K, 1995-03-31
AGRICULTURAL PRODUCTION-CROPS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

 FORM                                                           Commission File
12b-25                                                             No. 2-95219

                          NOTIFICATION OF LATE FILING

                                   FORM 10-K

                     For the Period Ended December 31, 1994


          Nothing in this Form shall be construed  to imply that the  Commission
          has verified any information contained herein.



PART I.  Registration Information

               Indian River Citrus Investors Limited Partnership
                           (Full Name of Registrant)

              One International Place, Boston, Massachusetts 02110
               (Address of Principal Executive Office) (Zip Code)



PART II.  Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
(Check box if appropriate.)

          (a)  The reasons  described in  reasonable  detail in Part III of this
               Form  could  not  be  eliminated  without  reasonable  effort  or
               expense;

  [X]     (b)  The  subject  annual  report  will  be  filed  on or  before  the
               fifteenth calendar day following the prescribed due date; and

          (c)  The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.


                   
  Narrative


         The  registrant  is still in the  process of  assessing  its  strategic
         direction.  The registrant  will file its Form 10-K report prior to the
         expiration of the 15-day extension period.



PART IV.  Other Information

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification:

                        Judith A. Miller (617) 330-8600
                           (Name)   (Area Code) (Telephone Number)

(2)      Have all other periodic  reports  required under Section 13 or 15(d) of
         the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  registrant  was required to file such  report(s)  been
         filed? If the answer is no, identify report(s).

                         YES  [x]         NO  [ ]

(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

                     YES  [x]         NO  [ ]

             INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
                 (Name of registrant as specified in charter)

               has caused  this  notification  to be signed on its behalf by the
               undersigned thereunto duly authorized.




Date:  March 31, 1995
                                          Judith A. Miller,
                              Vice President of the Registrant's General Partner
                                        A Duly Authorized Executive Officer




<PAGE>



PART III.  Narrative


         The  registrant  is still in the  process of  assessing  its  strategic
         direction.  The registrant  will file its Form 10-K report prior to the
         expiration of the 15-day extension period.



PART IV.  Other Information

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification:

                         Judith A. Miller    (617)             330-8600
                           (Name)           (Area Code)     (Telephone Number)

(2)      Have all other periodic  reports  required under Section 13 or 15(d) of
         the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  registrant  was required to file such  report(s)  been
         filed? If the answer is no, identify report(s).

                         YES  [x]         NO  [ ]

(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

                     YES  [x]         NO  [ ]

             INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
                 (Name of registrant as specified in charter)

     has caused this  notification to be signed on its behalf by the undersigned
     thereunto duly authorized.




Date:  March 31, 1995     /s/Judith A. Miller
                             Judith A. Miller,
                             Vice President of the Registrant's General Partner
                             A Duly Authorized Executive Officer









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