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


                                   FORM 10-QSB


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

                  For the quarterly period ended March 31, 1997

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO 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 registrant 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) (Zip Code)

               Registrant's telephone number, including area code:
                                 (713) 358-8401


         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
<PAGE>
                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                                              MARCH 31,
ASSETS                                                           1997
                                                        ---------------------
                                                             (Unaudited)
CURRENT ASSETS:
<S>                                                     <C>                 
  Cash                                                  $              8,643
  Accounts receivable - oil & gas sales                               22,577
                                                        ---------------------

Total current assets                                                  31,220
                                                        ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                               1,011,033
  Less  accumulated depletion                                        958,602
                                                        ---------------------

Property, net                                                         52,431
                                                        ---------------------

TOTAL                                                   $             83,651
                                                        =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                     $              1,101
   Payable to general partner                                         27,746
                                                        ---------------------

Total current liabilities                                             28,847

PARTNERS' CAPITAL:
   Limited partners                                                   45,084
   General partner                                                     9,720
                                                        ---------------------

Total partners' capital                                               54,804
                                                        ---------------------

TOTAL                                                   $             83,651
                                                        =====================


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






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

                                       I-1

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

(UNAUDITED)
                                      THREE MONTHS ENDED
                                 ------------------------------------------

                                      MARCH 31,              MARCH 31,
                                         1997                  1996
                                 -------------------    -------------------

REVENUES:
<S>                              <C>                         <C>              
  Oil and gas sales              $           16,711          $      11,016    
                                 -------------------    -------------------

EXPENSES:
  Depletion                                   2,037                  3,003
  Production taxes                              365                    335
  General and administrative                  2,600                  3,432
                                 -------------------    -------------------

Total expenses                                5,002                  6,770
                                 -------------------    -------------------


NET INCOME                       $           11,709           $      4,246    
                                 ===================    ===================
</TABLE>





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

                                       I-2

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

STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE THREE MONTHS ENDED MARCH 31, 1997
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                PER $500
                                                                                                 LIMITED
                                                                                                 PARTNER
                                                       GENERAL              LIMITED             UNIT OUT-
                                   TOTAL               PARTNER             PARTNERS             STANDING
                            ------------------   ------------------    -----------------    -----------------

<S>              <C>        <C>                  <C>                       <C>                    <C>          
BALANCE, JANUARY 1, 1996    $          19,458    $           5,058         $     14,400           $        6   

CASH DISTRIBUTIONS                    (11,407)              (1,142)             (10,265)                  (4)

NET INCOME                             38,366                4,761               33,605                   15
                            ------------------   ------------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1996             46,417                8,677               37,740                   17

CASH DISTRIBUTIONS                     (3,322)                (332)              (2,990)                  (1)

NET INCOME                             11,709                1,375               10,334                    4
                            ------------------   ------------------    -----------------    -----------------

BALANCE, MARCH 31, 1997     $          54,804    $           9,720         $     45,084 (1)        $      20   
                            ==================   ==================    =================    =================
</TABLE>


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




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

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

(UNAUDITED)
                                                           THREE MONTHS ENDED
                                                     ------------------------------------------

                                                        MARCH 31,                MARCH 31,
                                                           1997                    1996
                                                   -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>                          <C>              
Net income                                         $           11,709           $        4,246   
                                                   -------------------      -------------------

Adjustments to reconcile net income to net cash
   provided by operating activities:
  Depletion                                                     2,037                    3,003
(Increase) decrease in:
  Accounts receivable - oil & gas sales                        (3,289)                     140

(Decrease) in:
   Accounts payable                                            (1,105)                  (1,844)
   Payable to general partner                                  (6,466)                  (4,980)
                                                   -------------------      -------------------

Total adjustments                                              (8,823)                  (3,681)
                                                   -------------------      -------------------

Net cash provided by operating activities                       2,886                      565
                                                   -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                         (3,322)                       -
                                                   -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                  (436)                     565

CASH AT BEGINNING OF YEAR                                       9,079                    1,590
                                                   -------------------      -------------------

CASH AT END OF PERIOD                              $            8,643           $        2,155   
                                                   ===================      ===================

</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 $2,990,  representing  net revenues  from the sale of oil
         and  gas  produced  from   properties   owned  by  the  Company.   This
         distribution was made on January 31, 1997.

3.       On April 7, 1997, the Company's  General  Partner mailed proxy material
         to the limited partners with respect to a proposed consolidation of the
         Company  with 33 other  managed  limited  partnerships.  The  terms and
         conditions  of the proposed  consolidation  are set forth in such proxy
         material.

                                       I-5

<PAGE>



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

First Quarter 1997 Compared to First Quarter 1996

Oil and gas  sales for the  first  quarter  increased  from  $11,016  in 1996 to
$16,711  in 1997.  This  represents  an  increase  of  $5,695  (52%).  Oil sales
increased  by $3,275 or 55%.  A 45%  increase  in  average  oil net sales  price
increased sales by $2,893. A 6% increase in oil production increased sales by an
additional  $382. Gas sales  increased  $2,420 or 48%. A 24% increase in average
gas net sales price increased sales by $1,419.  A 20% increase in gas production
increased  sales by an  additional  $1,001.  The  increases in average net sales
prices were  primarily a result of higher  prices in the overall  market for the
sale of oil and gas. The increases in oil and gas production  were primarily the
result of higher production from the El Mac acquisition which had an acidization
treatment.

Depletion  expense  decreased from $3,003 in the first quarter of 1996 to $2,037
in the first quarter of 1997.  This  represents a decrease of $966 (32%).  A 41%
decrease  in the  depletion  rate  reduced  depletion  expense by  $1,410.  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 1996.

General and  administrative  expenses decreased from $3,432 in the first quarter
of 1996 to $2,600 in the first  quarter of 1997.  This decrease of $832 (24%) is
primarily  due to less  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 1997.  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.

On April 7, 1997,  the Company's  General  Partner  mailed proxy material to the
limited partners with respect to a proposed consolidation of the Company with 33
other managed  limited  partnerships.  The terms and  conditions of the proposed
consolidation are set forth in such proxy material.

                                       I-6

<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 March 31, 1997.




                                      II-1

<PAGE>

                                  SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto 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




May 11, 1997                                      By: /s/ James A. Klein
                                                     -------------------
                                                           James A. Klein
                                                       Controller and Chief
                                                        Accounting Officer