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 June 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
------------------------------------------------------------------------------

                                                      JUNE 30,
ASSETS                                                 1996
                                                  ---------------

CURRENT ASSETS:
<S>                                                 <C>
  Cash ..........................................   $    6,654
  Accounts receivable - oil & gas sales .........       15,779
                                                    ----------

Total current assets ............................       22,433
                                                    ----------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests ............................    1,011,033
  Less  accumulated depletion ...................      954,484
                                                    ----------

Property, net ...................................       56,549
                                                    ----------

TOTAL ...........................................   $   78,982
                                                    ==========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .............................   $      112
   Payable to general partner ...................       10,912
                                                    ----------

Total current liabilities .......................       11,024
                                                    ----------

NONCURRENT PAYABLE TO GENERAL PARTNER ...........       32,739
                                                    ----------

PARTNERS' CAPITAL:
   Limited partners .............................       27,867
   General partner ..............................        7,352
                                                    ----------

Total partners' capital .........................       35,219
                                                    ----------

TOTAL ...........................................   $   78,982
                                                    ==========


   
Number of $500 Limited Partner units outstanding        2,300
    

</TABLE>




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

                                       I-1

<PAGE>

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 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 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 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.
    

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. 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.  The
terms  and  conditions  of the  proposed  consolidation  are set  forth  in such
preliminary proxy material.


                                       I-6

<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




   
November 7, 1996                            By: /s/ James A. Klein
                                              -------------------
                                                    James A. Klein
                                                Controller and Chief
                                                 Accounting Officer