United States
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


   
                                 FORM 10-QSB/A
    


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

              For the quarterly period ended September 30, 1996

                                     OR

           [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

       For the transition period from...............to...............

                       Commission file number 0-18330

           ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.
      (Exact name of small business issuer as specified in its charter)

           New Jersey                                           76-0259722
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                       Suite 200, Three Kingwood Place
                            Kingwood, Texas 77339
                  (Address of principal executive offices)

                         Issuer's telephone number:
                               (713) 358-8401


         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 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

Transitional Small Business Disclosure Format (Check one):

                        Yes        No x


<PAGE>


                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.
BALANCE SHEET
------------------------------------------------------------------------------

                                                             September 30,
ASSETS                                                            1996
                                                         ---------------------

CURRENT ASSETS:
<S>                                                      <C>
  Cash                                                   $              4,840
  Accounts receivable - oil & gas sales                                15,597
                                                         ---------------------

Total current assets                                                   20,437
                                                         ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                                1,011,033
  Less  accumulated depletion                                         958,275
                                                         ---------------------

Property, net                                                          52,758
                                                         ---------------------

TOTAL                                                    $             73,195
                                                         =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:

   Payable to general partner                            $             36,010
                                                         ---------------------


PARTNERS' CAPITAL:
   Limited partners                                                    29,261
   General partner                                                      7,924
                                                         ---------------------

Total partners' capital                                                37,185
                                                         ---------------------

TOTAL                                                    $             73,195
                                                         =====================

Number of $500 Limited Partner units outstanding                        2,300
</TABLE>





See accompanying notes to financial statements.
------------------------------------------------------------------------------

                                       I-1
<PAGE>
<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.
STATEMENTS OF OPERATIONS
------------------------------------------------------------------------------------------------------------------

(UNAUDITED)
                                       QUARTER ENDED                          NINE MONTHS ENDED
                                --------------------------------------    ----------------------------------------

                                  September 30,        September 30,        September 30,         September 30,
                                      1996                  1995                 1996                  1995
                                -----------------    -----------------    -----------------    -------------------

REVENUES:
<S>                              <C>                 <C>                  <C>                  <C>
  Oil and gas sales              $        15,241     $         11,570     $         44,891     $           35,628
                                -----------------    -----------------    -----------------    -------------------

EXPENSES:
  Depletion                                3,791                7,343               10,962                 24,560
  Production taxes                           151                  285                  842                  1,192
  General and administrative               2,463                2,406                8,490                  6,963
                                -----------------    -----------------    -----------------    -------------------

Total expenses                             6,405               10,034               20,294                 32,715
                                -----------------    -----------------    -----------------    -------------------

NET INCOME                       $         8,836     $          1,536     $         24,597     $            2,913
                                =================    =================    =================    ===================
</TABLE>





See accompanying notes to financial statements.
------------------------------------------------------------------------

                                       I-2

<PAGE>
   
<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
------------------------------------------------------------------------------
                                                                                    PER $500
                                                                                    LIMITED
                                                                                    PARTNER
                                                 GENERAL           LIMITED          UNIT OUT-
                                  TOTAL          PARTNER          PARTNERS          STANDING
                               --------------   -------------    --------------     --------

<S>                            <C>              <C>               <C>               <C>
BALANCE, JANUARY 1, 1994       $      49,984    $        870      $     49,114      $    21

CASH DISTRIBUTIONS                   (32,107)         (3,210)          (28,897)         (13)

NET INCOME (LOSS)                     (1,871)          4,682            (6,553)          (2)
                               --------------   -------------    --------------     --------

BALANCE, DECEMBER 31, 1994            16,006           2,342            13,664            6

CASH DISTRIBUTIONS                    (7,576)           (758)           (6,818)          (3)

NET INCOME                            11,028           3,474             7,554            3
                               --------------   -------------    --------------     --------

BALANCE, DECEMBER 31, 1995     $      19,458    $      5,058       $    14,400      $     6

CASH DISTRIBUTIONS                    (6,870)           (689)           (6,181)          (2)

NET INCOME                            24,597           3,555            21,042            9
                               --------------   -------------    --------------     --------

BALANCE, SEPTEMBER 30, 1996    $      37,185    $      7,924       $    29,261 (1)  $    13
                               ==============   =============    ==============     ========
</TABLE>

(1)  Includes 132 units purchased by the general partner as a limited partner.



See accompanying notes to financial statements.
------------------------------------------------------------------------------
                                       I-3
    

<PAGE>
<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.
STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------

(UNAUDITED)
                                                       NINE MONTHS ENDED
                                                  --------------------------------------------

                                                     September 30,            September 30,
                                                          1996                    1995
                                                  -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                               <C>                            <C>
Net income                                        $           24,597             $      2,913
                                                  -------------------      -------------------

Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
   activities:
  Depletion                                                   10,962                   24,560
(Increase) decrease in:
  Accounts receivable - oil & gas sales                       (3,421)                   4,642
(Decrease) in:
   Accounts payable                                           (2,015)                  (2,871)
   Payable to general partner                                (20,003)                 (19,585)
                                                  -------------------      -------------------

Total adjustments                                            (14,477)                   6,746
                                                  -------------------      -------------------

Net cash provided by operating activities                     10,120                    9,659
                                                  -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                        (6,870)                  (7,575)
                                                  -------------------      -------------------

NET INCREASE IN CASH                                           3,250                    2,084

CASH AT BEGINNING OF YEAR                                      1,590                    1,725
                                                  -------------------      -------------------

CASH AT END OF PERIOD                             $            4,840            $       3,809
                                                  ===================      ===================
</TABLE>




See accompanying notes to financial statements.
-----------------------------------------------------------------------------

                                       I-4
<PAGE>

ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.       The  interim  financial   information  included  herein  is  unaudited;
         however,  such information reflects all adjustments  (consisting solely
         of  normal  recurring   adjustments)  which  are,  in  the  opinion  of
         management,  necessary  for a fair  presentation  of  results  for  the
         interim periods.

2.       A cash  distribution was made to the limited partners of the Company in
         the amount of $5,829,  representing  net revenues  from the sale of oil
         and  gas  produced  from   properties   owned  by  the  Company.   This
         distribution was made on July 31, 1996.

3.       On August 9, 1996, the Company's General Partner submitted  preliminary
         proxy material to the Securities  Exchange Commission with respect to a
         proposed  consolidation  of the Company with 33 other  managed  limited
         partnerships.  On November  13,  1996,  the Company  submitted  amended
         preliminary   proxy   material   to  the  SEC  with   respect  to  this
         consolidation.  The terms and conditions of the proposed  consolidation
         are set forth in such preliminary proxy material.

   
4.   The Financial  Accounting Standards Board has issued Statement of Financial
     Accounting  Standard  ("SFAS") No. 121,  "Accounting  for the Impairment of
     Long-Lived  Assets  and for  Long-Lived  Assets to be  Disposed  Of," which
     requires  certain assets to be reviewed for impairment  whenever  events or
     circumstances indicate the carrying amount may not be recoverable. Prior to
     this pronouncement,  the Company assessed properties on an aggregate basis.
     Upon  adoption of SFAS 121, the Company  began  assessing  properties on an
     individual  basis,  wherein  total  capitalized  costs may not  exceed  the
     property's  fair market  value.  The fair market value of each property was
     determined by H. J. Gruy and  Associates,  ("Gruy").  To determine the fair
     market value, Gruy estimated each property's oil and gas reserves,  applied
     certain  assumptions  regarding price and cost  escalations,  applied a 10%
     discount factor for time and certain discount  factors for risk,  location,
     type   of   ownership   interest,   category   of   reserves,   operational
     characteristics, and other factors.
    


                                       I-5

<PAGE>




Item 2.            Management's Discussion and Analysis or Plan of Operation.

Third Quarter 1995 Compared to Third Quarter 1996

Oil and gas  sales for the  third  quarter  increased  to  $15,241  in 1996 from
$11,570  in 1995.  This  represents  an  increase  of  $3,671  (32%).  Oil sales
increased  by $936 or 15%. A 4%  increase  in the  average  net oil sales  price
caused  sales to increase by $659. A 10%  increase in oil  production  increased
sales by an additional  $277. Gas sales increased  $2,735 or 56%. A 42% increase
in gas production  increased sales by $2,153.  A 10% increase in the average net
gas sales price increased sales by an additional  $582. The increases in oil and
gas production  were primarily the result of higher  production  from the Speary
acquisition on which a compressor was  successfully  reworked.  The increases in
average net sales prices correspond with higher prices in the overall market for
the sale of oil and gas.

Depletion  expense  decreased to $3,791 in the third quarter of 1996 from $7,343
in the third quarter of 1995.  This represents a decrease of $3,552 (48%). A 53%
decrease  in the  depletion  rate  reduced  depletion  expense by  $4,241.  This
decrease was partially  offset by the changes in  production,  noted above.  The
decrease in the depletion rate was primarily due to upward  revisions of the oil
and gas reserves during December 1995.

General and  administrative  expenses increased to $2,463 in 1996 from $2,406 in
1995.  This  increase  of $57 (3%) is  primarily  due to more  staff  time being
required to manage the Company's operations.


First Nine Months in 1995 Compared to First Nine Months in 1996

Oil and gas sales for the first nine  months  increased  to $44,891 in 1996 from
$35,628  in 1995.  This  represents  an  increase  of  $9,263  (26%).  Oil sales
increased  by $3,165 or 17%. A 27%  increase  in the average net oil sales price
caused sales to increase by $4,729.  This increase was partially  offset by a 8%
decrease in oil production. Gas sales increased $6,098 or 40%. A 37% increase in
the average net gas sales price increased sales by $5,654.  A 3% increase in gas
production increased sales by an additional $444. The decrease in oil production
was primarily  the result of natural  production  declines.  The increase in gas
production  was  primarily  the  result of  higher  production  from the  Speary
acquisition on which a compressor was  successfully  reworked.  The increases in
average net sales prices correspond with higher prices in the overall market for
the sale of oil and gas.

Depletion  expense  decreased  to $10,962 in the first nine  months of 1996 from
$24,560 in the first nine months of 1995.  This  represents  a decrease  $13,598
(55%). The decreases in production,  noted above,  reduced  depletion expense by
$402.  A 55% decrease in the  depletion  rate  reduced  depletion  expense by an
additional  $13,196.  The decrease in the  depletion  rate was  primarily due to
upward revisions of the oil and gas reserves during December 1995.


General and  administrative  expenses increased to $8,490 in 1996 from $6,963 in
1995. This increase

                                       I-6

<PAGE>



of $1,527 is  primarily  due to more  staff time  being  required  to manage the
Company's operations.


CAPITAL RESOURCES AND LIQUIDITY

   
The Company's cash flow from  operations is a direct result of the amount of net
proceeds  realized  from the sale of oil and gas  production.  Accordingly,  the
changes in cash flow from 1995 to 1996 are  primarily  due to the changes in oil
and  gas  sales  described  above.  It is the  general  partner's  intention  to
distribute  substantially  all of  the  Company's  available  cash  flow  to the
Company's partners.  The Company's "available cash flow" is essentially equal to
the  net  amount  of  cash  provided  by  operating,   financing  and  investing
activities.

The Company will continue to recover its reserves and distribute to the partners
the net proceeds  realized from the sale of oil and gas production after payment
of debt  obligations.  The Company  discontinued the payment of distributions in
the second quarter of 1995. Future  distributions are dependent upon among other
things,  an increase in the prices  received  for oil and gas.  The Company will
continue to recover  its  reserves  and reduce its  obligations  in 1996.  There
appears to be  sufficient  net  revenues to pay all  operating  obligations  and
expenses.  The Company does not intend to purchase additional properties or fund
extensive  development of existing oil and gas  properties,  and as such; has no
long-term  liquidity needs.  The Company's  projected cash flows from operations
will  provide  sufficient  funding  to  pay  its  operating  expenses  and  debt
obligations.

The general  partner  does not intend to  accelerate  the  repayment of the debt
beyond the cash flow provided by operating,  financing and investing activities.
Based upon current  projected  cash flows from its property,  it does not appear
that the Company  will have  sufficient  cash to pay  distributions  and pay its
operating expenses, and meet its debt obligations.
    


  The general  partner does not intend to  accelerate  the repayment of the debt
beyond the cash flow  provided  by  operating  activities.  Based  upon  current
projected cash flows from its property, it does not appear that the Company will
have sufficient cash to pay its operating  expenses,  repay its debt obligations
and pay distributions in the near future.

On August 9, 1996, the Company's  General Partner  submitted  preliminary  proxy
material  to the  Securities  Exchange  Commission  with  respect  to a proposed
consolidation  of the Company with 33 other  managed  limited  partnerships.  On
November 13, 1996, the Company submitted  amended  preliminary proxy material to
the SEC with  respect to this  consolidation.  The terms and  conditions  of the
proposed consolidation are set forth in such preliminary proxy material.



                                       I-7

<PAGE>



                           PART II. OTHER INFORMATION


         Item 1.   Legal Proceedings.

                   None

         Item 2.   Changes in Securities.

                   None

         Item 3.   Defaults Upon Senior Securities.

                   Not Applicable

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

                   Not Applicable

         Item 5.   Other Information.

                   Not Applicable

         Item 6.   Exhibits and Reports on Form 8-K.

                   (a)  There are no exhibits to this report.

                   (b)   The  Company  filed no  reports  on Form 8-K during the
                         quarter ended September 30, 1996.


                                      II-1

<PAGE>



                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                             ENEX 88-89 INCOME AND RETIREMENT
                                                  FUND - SERIES 5, L.P.
                                                       (Registrant)



                                               By:ENEX RESOURCES CORPORATION
                                                      General Partner



                                               By: /s/ R. E. Densford
                                                       R. E. Densford
                                                 Vice President, Secretary
                                               Treasurer and Chief Financial
                                                          Officer




December 23, 1996                              By: /s/ James A. Klein
                                                  -------------------
                                                        James A. Klein
                                                    Controller and Chief
                                                     Accounting Officer


<PAGE>