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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                   FORM 10-KSB/A
                                  AMENDMENT III
    

                                   (Mark One)
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 1995

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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

                         Commission file number 0-16575

                           ENEX INCOME AND RETIREMENT
                              FUND - Series 3, L.P.
                 (Name of small business issuer in its charter)

            New Jersey                                         76-0222818
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                          Identification No.)

                          800 Rockmead Drive
                         Three Kingwood Place
                            Kingwood, Texas                          77339
               (Address of principal executive offices)            (Zip Code)

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

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                          Limited Partnership Interest

         Check whether the issuer (1) 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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[x]

        State issuer's revenues for its most recent fiscal year. $ 68,527

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified  date within
the past 60 days (See  definition  of  affiliate  in Rule 12b-2 of the  Exchange
Act):

                                 Not Applicable


                      Documents Incorporated By Reference:

                                      None


------------------------------------------------------------------------------

------------------------------------------------------------------------------

<PAGE>

                                     PART II


Item 5.      Market for Common Equity and Related Security Holder Matters

Market Information

             There is no  established  public  trading  market for the Company's
outstanding limited partnership interests.



Number of Equity Security Holders

                                              Number of Record Holders
               Title of Class                   (as of March 1, 1996)

              -----------------             ------------------------------


          General Partner's Interests                     1

          Limited Partnership Interests                  144



Dividends

          The Company made cash distributions to partners of $9 and $40 per $500
investment in 1995 and 1994, respectively.  The Company discontinued the payment
of  distributions  in the  third  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
obligations in 1996. Based upon current  projected cash flows from its property,
it does not appear that the  Company  will have  sufficient  net cash flow after
debt service to pay distributions in the near future.


                                      II-1


<PAGE>



Item 6.     Management's Discussion and Analysis or Plan of Operation

Results of Operations

            This  discussion  should be read in  conjunction  with the financial
statements of the Company and the notes thereto included in this Form 10-KSB.

            Oil and gas sales in 1995 were $68,527 as compared  with $164,542 in
1994.  This  represents  a decrease of $96,015 or 58%.  Oil sales  decreased  by
$5,613 or 29%. A 37%  decrease  in oil  production  caused  sales to decrease by
$7,022.  This decrease was partially offset by a 12% increase in average oil net
sales  prices.  Gas sales  decreased  by $90,402 or 62%. A 33%  decrease  in gas
production  reduced  sales by $48,448.  A 43%  decrease in average gas net sales
prices  reduced  sales by an  additional  $41,954.  The decreases in oil and gas
production  were  primarily  due to the shut in of  production  from the Corinne
acquisition  in 1995  due to  overproduction  coupled  with  natural  production
declines which were especially pronounced on the Barnes Estate acquisition.  The
increase in average oil net sales prices  corresponds  with higher prices in the
overall  market for the sale of oil.  The decrease in the average gas net prices
received was primarily due to lower net profits royalty  payments  received from
the Barnes Estate acquisition, which had higher operating costs in 1995, coupled
with lower prices in the overall for the sale of gas.

            Depletion expense decreased to $48,531 in 1995 from $71,533 in 1994.
This  represents a decrease of $23,002 or 32%. The changes in production,  noted
above, reduced depletion expense by $24,223.  This decrease was partially offset
by a 3% increase in the depletion  rate.  The increase in the depletion rate was
primarily the result of a relatively  higher  production  from properties with a
higher  depletion rate,  partially offset by upward revisions of the oil and gas
reserves during 1995.

            General and administrative expenses were $35,296 in 1995 as compared
with $44,358 in 1994.  This  decrease of $9,062 or 20% was primarily due to less
staff time being  required to manage the  Company's  operations  in 1995 coupled
with a $1,455 decrease in direct expenses incurred by the Company in 1995.
The decrease in direct expenses was a result of lower audit and tax fees.

Capital Resources and Liquidity

            The Company's  cash flows 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 flows from 1994 to 1995 are 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 net cash flows to the
Company's partners.

   
            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. The Company plans to repay the amount owed to the general
partner over a three year period.  Distributions decreased from 1994 to 1995 due
primarily to the  decrease in the oil and gas sales as noted above.  The Company
discontinued the payment of  distributions in the third 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  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
in the next twelve months.
    

                                      II-2

<PAGE>



Item 7.      Financial Statements and Supplementary Data


INDEPENDENT AUDITORS' REPORT

The Partners
Enex Income and Retirement Fund -
  Series 3, L.P.:


We have audited the  accompanying  balance  sheet of Enex Income and  Retirement
Fund - Series 3, L.P. (a New Jersey limited partnership) as of December 31, 1995
and the related statements of operations, changes in partners' capital, and cash
flows for each of the two years in the period ended  December  31,  1995.  These
financial  statements  are the  responsibility  of the  general  partner of Enex
Income and Retirement  Fund Series 3, L.P. Our  responsibility  is to express an
opinion on the financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of Enex Income and Retirement Fund - Series 3,
L.P. at December 31, 1995 and the results of its  operations  and its cash flows
for each of the two years in the period ended  December  31, 1995 in  conformity
with generally accepted accounting principles.


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1996

                                      II-3

<PAGE>
   
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.

BALANCE SHEET, DECEMBER 31, 1995
------------------------------------------------------------------------------

ASSETS
                                                                      1995
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $       2,025
  Accounts receivable - oil & gas sales                                13,161
                                                                 --------------

Total current assets                                                   15,186
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             1,325,118
  Less  accumulated depreciation and depletion                      1,083,777
                                                                --------------

Property, net                                                         241,341
                                                                --------------

TOTAL                                                           $     256,527
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $       4,292
   Payable to general partner                                          82,503
                                                                --------------

Total current liabilities                                              86,795
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   166,608
   General partner                                                      3,124
                                                                --------------

Total partners' capital                                               169,732
                                                                --------------

TOTAL                                                           $     256,527
                                                                ==============


Number of $500 Limited Partner units outstanding                        2,988
</TABLE>



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

                                      II-4
    

<PAGE>
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.

STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------


                                        1995         1994
                                     ---------    --------

REVENUES:
<S>                                  <C>         <C>        
  Oil and gas sales ..............   $ 68,527    $164,542   
                                     --------    --------   

EXPENSES:
  Depletion ......................     48,531      71,533
  Production taxes ...............      5,127       5,931
  General and administrative:
    Allocated from general partner     30,983      38,590
    Direct expense ...............      4,313       5,768
                                      -------    --------   

Total expenses ...................     88,954     121,822
                                      -------    --------   

INCOME (LOSS) FROM OPERATIONS ....    (20,427)     42,720
                                      --------   --------   

OTHER INCOME .....................       --         3,060
                                      -------    --------   

NET INCOME (LOSS) ................   $(20,427)   $ 45,780   
                                     =========   ========   








See accompanying notes to financial statements.
-------------------------------------------------------------------------------
</TABLE>

                                      II-5
<PAGE>
<TABLE>
<CAPTION>

ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------

                                                                      PER $500
                                                                      LIMITED
                                                                      PARTNER
                                            GENERAL     LIMITED       UNIT OUT- 
                                TOTAL       PARTNERS    PARTNER       STANDING 
                             -----------   ---------   ----------  ------------

<S>                          <C>              <C>        <C>               <C>                                  
BALANCE, JANUARY 1, 1994     $  306,609    $  4,807    $ 301,802    $      101                                  

CASH DISTRIBUTIONS             (131,975)    (13,197)    (118,778)          (40)

NET INCOME                       45,780      11,730       34,050            12
                             -----------   ---------   ----------  ------------

BALANCE, DECEMBER 31, 1994      220,414       3,340      217,074            73

CASH DISTRIBUTIONS              (30,255)     (3,027)     (27,228)           (9)

NET INCOME (LOSS)               (20,427)      2,811      (23,238)           (8)
                             -----------   ---------   ----------  ------------

BALANCE, DECEMBER 31, 1995   $  169,732    $  3,124    $ 166,608 (1)$        56 
                             ===========   =========   ==========   ============



(1)  Includes 434 units purchased by the general partner as a limited partner.




See accompanying notes to financial statements.
-------------------------------------------------------------------------------
</TABLE>

                                      II-6

<PAGE>

   
<TABLE>
<CAPTION>
                                                       
ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.                                                        
                                                        
STATEMENTS OF CASH FLOWS                                                        
FOR THE TWO YEARS ENDED DECEMBER 31, 1995                                                       
                                                        
                                                  1995                    1994
CASH FLOWS FROM OPERATING ACTIVITIES:                                                   
<S>                                     <C>                     <C>           
Net income (loss)                       $       (20,427)        $       45,780
                                                        
Adjustments to reconcile net income (loss) to net cash                                                  
   provided by operating activities                                                     
  Depletion                                      48,531                  71,533
Decrease in:                                                    
  Accounts receivable - oil & gas sales          13,677                  4,216
Increase (decrease) in:                                                 
   Accounts payable                               1,383                   (818)
   Payable to general partner                   (18,402)                (5,491)
                                                        
Total adjustments                                45,189                 69,440
                                                        
Net cash provided by operating activities        24,762                115,220
                                                        
CASH FLOWS FROM FINANCING ACTIVITIES:                                                   
    Cash distributions                          (30,255)              (131,975)
                                                        
NET DECREASE IN CASH                             (5,493)               (16,755)
                                                        
CASH AT BEGINNING OF YEAR                         7,518                 24,273
                                                        
CASH AT END OF YEAR                       $       2,025           $      7,518
</TABLE>

    
                                                        
                                                       
                                                        
                                                        
See accompanying notes to financial statements.         
                                                        
                                      II-7
                                                        
<PAGE>
ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------




1.           PARTNERSHIP ORGANIZATION

             Enex Income and Retirement Fund Series 3, L.P. (the  "Company"),  a
             New Jersey limited  partnership,  commenced  operations on December
             30, 1987 for the purpose of  acquiring  non-operating  interests in
             producing   oil  and  gas   properties.   Total   limited   partner
             contributions were $1,493,792,  of which $14,938 was contributed by
             Enex Resources Corporation ("Enex"), the general partner.

             In  accordance  with the  partnership  agreement,  the Company paid
             syndication  fees  and  due  diligence  expenses  of  $154,825  for
             solicited   subscriptions   to  Enex  Securities   Corporation,   a
             subsidiary of Enex, and reimbursed Enex for  organization  expenses
             of approximately $45,000.

             The Company owns only non-operating  interests in producing oil and
             gas  properties.  Such interests  typically  entitle the Company to
             receive its pro rata share of net profits  and  royalties  from the
             underlying  properties without obligating the Company to develop or
             operate the properties or directly bear any share of development or
             operating costs.

             Information  relating  to the  allocation  of  costs  and  revenues
             between Enex, as general  partner,  and the limited  partners is as
             follows:
                                                                  Limited
                                                         Enex     Partners

             Commissions and selling expenses                       100%
             Company reimbursement of organization
               expense                                              100%
             Company property acquisition                           100%
             General and administrative costs             10%        90%
             Revenues from temporary investment
               of partnership capital                               100%
             Revenues from producing properties           10%        90%

             At the point in time  when the cash  distributions  to the  limited
             partners  equal  their  subscriptions  ("payout"),   revenues  from
             producing  properties and general and administrative  costs will be
             allocated  15% to  the  general  partner  and  85%  to the  limited
             partners.


                                      II-8

<PAGE>




2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Oil and Gas  Properties - The Company uses the  successful  efforts
             method of accounting  for its oil and gas  operations.  Capitalized
             costs are  amortized  on the  units-of-production  method  based on
             estimated total proved  reserves.  The acquisition  costs of proved
             oil and gas properties are  capitalized and  periodically  assessed
             for impairments.

             The Financial  Accounting  Standards Board has issued  Statement of
             Financial   Accounting  Standards  No.  121,  "Accounting  for  the
             Impairment  of Long Lived  Assets and for  Long-Lived  Assets to Be
             Disposed Of." This statement  requires that  long-lived  assets and
             certain  identifiable  intangibles  held and used by the Company be
             reviewed for impairment whenever events or changes in circumstances
             indicate  that  the  carrying   amount  of  an  asset  may  not  be
             recoverable.

             The Company has not determined the effect, if any, on its financial
             position  or  results  of  operations  which  may  result  from the
             adoption of this statement in the first quarter of 1996.

             Cash Flows - The  Company  has  presented  its cash flows using the
             indirect method and considers all highly liquid investments with an
             original maturity of three months or less to be cash equivalents.

             General and  Administrative  Expenses - The Company  reimburses the
             General Partner for direct costs and administrative  costs incurred
             on its behalf.  Administrative  costs  allocated to the Company are
             computed  on a cost  basis in  accordance  with  standard  industry
             practices  by  allocating  the time spent by the General  Partner's
             personnel  among  all  projects  and by  allocating  rent and other
             overhead on the basis of the relative direct time charges.

             Uses of Estimates - The preparation of the financial  statements in
             conformity with generally accepted  accounting  principles requires
             management  to make  estimates  and  assumptions  that  affect  the
             reported  amounts  of assets  and  liabilities  and  disclosure  of
             contigent  assets  and  liabilities  at the  date of the  financial
             statements and the reported  amounts of revenue and expenses during
             the  reporting  periods.  Actual  results  could  differ from these
             estimates.

3.           FEDERAL INCOME TAXES

             General - The Company is not a taxable  entity for  federal  income
             tax purposes. Such taxes are liabilities of the individual partners
             and the  amounts  thereof  will vary  depending  on the  individual
             situation of each partner.  Accordingly,  there is no provision for
             income taxes in the accompanying financial statements.


                                      II-9

<PAGE>



Set forth below is a  reconciliation  of net  income(loss)  as  reflected in the
accompanying  financial  statements and net income (loss) for federal income tax
purposes for the year ended December 31, 1995:
<TABLE>
<CAPTION>

                                                           Allocable to                    
                                                         ----------------------     Per $500
                                                                                     Limited
                                                         General      Limited      Partner Unit
                                             TOTAL       Partner     Partners      Outstanding
                                         -----------    ---------- ------------   --------------
Net income (loss) as reflected in the
<S>                                      <C>            <C>        <C>            <C>           
     accompanying financial statements   $  (20,427)    $   2,811  $   (23,238)   $          (8)
Reconciling item:
  Difference in depletion computed
     for federal income tax purposes
     and the amount computed for
     financial reporting purposes             5,932             -        5,932                2
                                         -----------    ---------- ------------   --------------

Net income (loss) for federal
   income tax purposes                   $  (14,495)    $   2,811  $   (17,306)   $          (6)
                                         ===========    ========== ============   ==============

</TABLE>

Net income  (loss) for federal  income tax  purposes is a summation  of ordinary
income (loss),  portfolio income (loss),  cost depletion and intangible drilling
costs as presented in the Company's federal income tax return.

Set forth below is a reconciliation  between  partners'  capital as reflected in
the accompanying  financial  statements and partners' capital for federal income
tax purposes as of December 31, 1995:


<TABLE>
<CAPTION>
                                                            Allocable to                    
                                                       ---------------------      Per $500
                                                                                    Limited
                                                          General    Limited     Partner Unit
                                             TOTAL        Partner   Partners     Outstanding
                                        -----------    ---------- ----------   -------------
Partners' capital as reflected in the
<S>                                     <C>            <C>        <C>          <C>         
     accompanying financial statements  $  169,732     $   3,124  $ 166,608    $         56
Reconciling items:
  Difference in accumulated
     depletion and amortization
     for financial reporting and
     federal income tax purposes            27,954             -     27,954               9
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                   154,825             -    154,825              52
                                        -----------    ---------- ----------   -------------

Partners' capital for federal
     income tax purposes                $  352,511     $   3,124  $ 349,387    $        117
                                        ===========    ========== ==========   =============
</TABLE>




                                      II-10

<PAGE>


4.           PAYABLE TO GENERAL PARTNER

             The payable to general  partner  primarily  consists of general and
             administrative  expenses  allocated  to the Company by Enex for its
             ongoing  operations.  The Company plans to repay the amount owed to
             the general partner over a period of three years.

5.           REPURCHASE OF LIMITED PARTNER INTERESTS

             In accordance with the partnership  agreement,  the general partner
             is required to purchase limited partner interests (at the option of
             the  limited  partners)  at annual  intervals  beginning  after the
             second year  following the  formation of the Company.  The purchase
             price,  as  specified  in  the  partnership  agreement,   is  based
             primarily  on reserve  reports  prepared by  independent  petroleum
             engineers as reduced by a specified risk factor.

6.           SIGNIFICANT PURCHASERS

             Torch  Operating  Company and Samson  Production  Services  Company
             accounted for 53% and 35%,  respectively,  of the  Company's  total
             sales  in  1995.  Samson  Production  Services  Company  and  Torch
             Operating Company accounted for 56% and 33%,  respectively,  of the
             Company's  total  sales in 1994.  No other  purchaser  individually
             accounted for more than 10% of such sales.


                                      II-11

<PAGE>

ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.

SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
--------------------------------------------------------------------------------

Proved Oil and Gas Reserve Quantities (Unaudited)

The following  presents an estimate of the Company's  proved oil and gas reserve
quantities  and changes  therein  for each of the two years in the period  ended
December 31, 1995.  Oil reserves are stated in barrels  ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>

                                                  Per $500                    Per $500
                                                  Limited      Natural        Limited
                                       Oil      Partner Unit      Gas       Partner Unit
                                     (BBLS)     Outstanding     (MCF)       Outstanding
                                   -----------  ------------  -----------  -------------

PROVED DEVELOPED AND
    UNDEVELOPED RESERVES:
<S>                                     <C>               <C>    <C>                <C>
January 1, 1994                         5,880             2      346,371            104

    Revisions of previous estimates       528             -        9,475              3
    Production                         (1,448)            -      (67,094)           (20)
                                   -----------  ------------  -----------  -------------

December 31, 1994                       4,960             2      288,752             87

    Revisions of previous estimates       443             -       18,998              6
    Production                           (915)            -      (44,632)           (14)
                                   -----------  ------------  -----------  -------------

December 31, 1995                       4,488             2      263,118             79
                                   ===========  ============  ===========  =============




PROVED DEVELOPED RESERVES:

January 1, 1994                         5,880             2      346,371            104
                                   ===========  ============  ===========  =============

December 31, 1994                       4,960             2      288,752             87
                                   ===========  ============  ===========  =============

December 31, 1995                       4,488             2      263,118             79
                                   ===========  ============  ===========  =============

</TABLE>

                                      II-12




<PAGE>


Item 8.      Changes In and Disagreements With Accountants on Accounting and
             Financial Disclosure


             Not Applicable


                                      II-13

<PAGE>
                                SIGNATURES


     In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              ENEX INCOME AND RETIREMENT FUND -
                              SERIES 3, L.P.

                              By:  ENEX RESOURCES CORPORATION
                                   the General Partner



   
December 23, 1996              By:  /s/ G. B. Eckley
                                   -----------------
                                       G. B. Eckley, President


     In  accordance  with the Exchange Act, this report has been signed below on
December 23, 1996, by the following persons in the capacities indicated.
    


ENEX RESOURCES CORPORATION         General Partner


By:     /s/     G. B. Eckley
                ------------
                G. B. Eckley, President


        /s/     G. B. Eckley       President, Chief Executive
                ------------       Officer and Director
                G. B. Eckley


        /s/     R. E. Densford      Vice President, Secretary, Treasurer, Chief
                --------------      Financial Officer and Director
                R. E. Densford


        /s/     James A. Klein      Controller and Chief Accounting Officer
                --------------
                James A. Klein

                                      S-1

<PAGE>

                                   /s/ Robert D. Carl, III

                                   --------------------------

                                       Robert D. Carl, III       Director



                                   /s/ Martin J. Freedman

                                   --------------------------

                                       Martin J. Freedman        Director


                                   /s/ William C. Hooper, Jr.

                                   --------------------------

                                       William C. Hooper, Jr.    Director


                                   /s/ Tom Shorney

                                   --------------------------

                                       Tom Shorney               Director


                                   /s/ Stuart Strasner

                                   --------------------------

                                       Stuart Strasner           Director



                                       S-2
<PAGE>



<PAGE>