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


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


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

                                   FORM 10-KSB

                                   (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>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.


Item No.                  Part I                                           Page
--------                 --------                                          ----



       1       Description of Business                                      I-1

       2       Description of Property                                      I-3

       3       Legal Proceedings                                            I-4

       4       Submission of Matters to a Vote
               of Security Holders                                          I-4


                                     Part II
                                    ---------


       5       Market for Common Equity and                 
               Related Security Holder Matters                             II-1

       6       Management's Discussion and Analysis
               or Plan of Operation                                        II-2

       7       Financial Statements and Supplementary
               Data                                                        II-3

       8       Changes In and Disagreements With Accountants
               on Accounting and Financial Disclosure                     II-13


                                    Part III
                                   -----------


       9       Directors, Executive Officers, Promoters and    
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                        III-1

      10       Executive Compensation                                     III-3

      11       Security Ownership of Certain
               Beneficial Owners and Management                           III-4

      12       Certain Relationships and Related
               Transactions                                               III-4

      13       Exhibits and Reports on Form 8-K                           III-4


               Signatures                                                  S-1


<PAGE>



                                     PART I

Item 1.        Description of Business

General

               Enex Income and Retirement  Fund - Series 3, L.P. (the "Company")
was formed under the New Jersey Uniform Limited Partnership Act (1976) on August
29,  1985  and  commenced   operations  on  December  30,  1987  with  aggregate
subscriptions  of $1,493,792,  $1,478,854 of which was received from 142 limited
partners,  including  investors whose  distributions  from earlier  partnerships
sponsored by the Company's general partner, Enex Resources Corporation ("Enex"),
were automatically invested in the Company.

               The  Company is engaged in the oil and gas  business  through the
ownership of  non-operating  interests in producing  oil and gas  properties.  A
non-operating  interest  typically  entitles  the holder to receive a  specified
share  of such  production,  without  obligation  to  develop  or  operate  such
property,  or bear any  development or operating costs (such  obligations  being
assumed by the owner of the working interest in the property).

               The Company's  non-operating  interests are net profits royalties
or  other  royalty  interests  which  entitle  the  Company  to a share of gross
revenues  from  producing  oil  and  gas  properties  measured  by  a  specified
percentage of the net profits  realized by the owners of the underlying  working
interests in such properties,  after deducting  operating costs,  geological and
engineering  costs,  property,  severance  and other  taxes,  and certain  other
specified  expenses.  If such taxes,  operating  costs or other expenses  exceed
gross revenues in any specified  measuring  period, a net profits royalty holder
will not be liable for payment of any portion of such  excess,  but a percentage
of such excess equal to the specified  percentage of net profits  (together with
interest  thereon)  will be carried over to  subsequent  periods and will reduce
future amounts accruing to the holder.  The Company's net profits  royalties and
other  non-operating  interests are generally  derived from working interests in
oil and gas properties owned by other affiliates of Enex .

               The  Company  does not own working  interests  nor does it engage
directly in any drilling,  completing or operating  activities,  but may benefit
from such  activities  undertaken  by the  owners of the  working  interests  in
properties  burdened by the  Company's  non-operating  interests.  The Company's
operations are concentrated in a single industry segment.

               The  principal  executive  office of the Company is maintained at
800 Rockmead Drive, Suite 200, Three Kingwood Place, Kingwood,  Texas 77339. The
telephone  number at this office is (713) 358- 8401. The Company has no regional
offices.

     The Company has no employees.  On March 1, 1996, Enex and its  subsidiaries
employed 24 persons.

Marketing

               The  marketing of oil and gas produced by the Company is affected
by a number of factors which are beyond the Company's control,  the exact nature
of which cannot be accurately predicted.

                                       I-1

<PAGE>



These factors  include the quantity and price of crude oil imports,  fluctuating
supply and demand, pipeline and other transportation  facilities,  the marketing
of competitive fuels, state and federal regulation of oil and gas production and
distribution and other matters affecting the availability of a ready market. All
of these factors are extremely volatile.

     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.  Although  the Company
marketed a significant portion of its sales to the above noted companies, such a
concentration  does  not pose a due to the  commodity  nature  of the  Company's
products.

Environmental and Conservation Regulation

               State  regulatory  authorities in the states in which the Company
owns net profits  interests in producing  properties  are  empowered to make and
enforce  regulations to prevent waste of oil and gas and to protect  correlative
rights and  opportunities  to produce oil and gas as between  owners of a common
reservoir.  Each of such regulatory authorities also regulates the amount of oil
and gas  produced  by  assigning  allowable  rates of  production,  which may be
increased  or  decreased  in  accordance  with supply and  demand.  Requirements
regarding the  prevention  and clean-up of pollution  and similar  environmental
matters are also generally  applicable.  The costs, if any, that may be incurred
in this regard cannot be predicted.

               The  existence of such  regulations  has had no material  adverse
effects on the Company's  operations to date, and the cost of compliance has not
yet been material.  There are no material administrative or judicial proceedings
arising under such laws or regulations pending against the Company.  The Company
is unable to assess or predict the impact that compliance with environmental and
pollution control laws and regulations may have on its future operation, capital
expenditures, earnings or competitive position.

Tax Laws

               The  operations of the Company are affected by the federal income
tax laws  contained  in the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").  In general,  the limited  partners of the Company will generate income
from the receipt of royalties and net profits  interests and will be entitled to
a depletion  deduction.  Net income,  if any, will generally be characterized as
portfolio  income  under  the Code and  will be  taxed  in the  same  manner  as
dividends and interest.

               Partnerships  with interests that are "publicly traded" are taxed
as  corporations  unless at least 90% of their  income is  "qualifying  income."
Because the  Company's  income will be qualifying  income for this purpose,  the
Company will not be taxed as a corporation under this rule.



                                       I-2

<PAGE>



Item 2.        Description of Property

               Presented   below  is  a  summary  of  the   Company's   property
acquisitions.

               PECAN ISLAND acquisition. Mineral interests and royalty interests
in 3 gas wells were  acquired  from Naomi Morel Kiern  effective  May 1988 for a
purchase price of $136,800.  These wells are located in North Pecan Island Field
in Vermilion  Parish,  Louisiana.  The Pecan Island  acquisition  is operated by
Exxon Corporation.  The Company owns a .80% royalty interest in the wells in the
Pecan Island acquisition at December 31, 1995.

               CORINNE  acquisition.  The Company  acquired  royalty and mineral
interests in 16 wells in Corinne Field,  Monroe County,  Mississippi,  effective
July 1,  1988  from  Lehndorff  of  Dallas,  Texas  for  $532,730.  The  Corinne
acquisition  is operated by Samson  Resources  Corp.  The Company  owns  royalty
interests ranging from .04% to 2.96% in the wells in the Corinne  acquisition at
December 31, 1995.

               EAST  CAMERON  acquisition.  The Company  acquired an  overriding
royalty  interest  in the State Lease 11508  located in East  Cameron  Block 17,
offshore  Louisiana.  This  interest  was  acquired  from John Warren  Doyle for
$54,500  effective  October 1988.  The East Cameron  acquisition  is operated by
Torch  Operating Co. and Oryx Energy Corp. The Company owns  overriding  royalty
interests  ranging from .02% to .5% in the East Cameron  acquisition at December
31, 1995.

               BARNES  ESTATE  acquisition.  Effective  February  1,  1989,  net
profits  royalty  interests in 5 oil and gas wells in  Brettchance  Field,  Webb
County,  Texas were purchased for $302,806.  Enex has assumed operation of these
wells.  The Company owns net profits  royalty  interests  ranging from 1.625% to
13.0% in the wells in the Barnes Estate acquisition at December 31, 1995.

               RIGNEY  acquisition.  This  acquisition  consists  of  overriding
royalty interests in 9 wells located in 4 counties in Michigan.  These interests
were acquired from M. Spencer Rigney et ux for $31,500  effective March 1, 1989.
The Rigney  acquisition is operated by Terra Energy,  Ltd, West Bay Exploration,
Northern  Processors,  Inc. and Somoco, Inc. The Company owns overriding royalty
interests  ranging from .01% to .51% in the Rigney  acquisition  at December 31,
1995.

               BAGLEY acquisition.  Net profits royalty interests in 7 oil wells
located in Bagley Field,  Otsego  County,  Michigan,  were acquired for $249,667
effective  July 1989. The Bagley  acquisition is operated by Terra Energy,  Ltd.
The Company owns net profits royalty  interests  ranging from 1.56% to 1.575% in
the wells in the Bagley acquisition at December 31, 1995.

               Purchase  price as used above is  defined as the actual  contract
price plus finders' fees, if  applicable.  Miscellaneous  acquisition  expenses,
subsequent capital additions, etc. are not included.

Oil and Gas Reserves

               For quantitative  information regarding the Company's oil and gas
reserves,  please see  Supplementary  Oil and Gas Information and related tables
which follow the Notes to  Financial  Statements  in Item 7 of this report.  The
Company has not filed any current oil and gas reserve  estimates or included any
such  estimates in reports to any federal or foreign  governmental  authority or
agency, including the Securities and Exchange Commission.

                                       I-3

<PAGE>



               Proved  oil  and  gas  reserves  reported  herein  are  based  on
engineering reports prepared by the petroleum engineering  consulting firm of H.
J. Gruy and Associates,  Inc. The reserves included in this report are estimates
only and should not be  construed as exact  quantities.  Future  conditions  may
affect  recovery of  estimated  reserves  and  revenue,  and all reserves may be
subject to  revision  as more  performance  data  become  available.  The proved
reserves used in this report conform to the applicable  definitions  promulgated
by the Securities and Exchange Commission. No major discovery or other favorable
or adverse  event  that  could  potentially  cause a  significant  change in the
estimated proved reserves has occurred since December 31, 1995.

Net Oil and Gas Production

               The following  table shows for the years ended  December 31, 1995
and 1994, the approximate  production  attributable to the Company's oil and gas
interests. The figures in the table represent "net production"; i.e., production
owned by the Company and produced to its interest  after  deducting  royalty and
other similar interests. All production occurred in the United States.


                                                1995               1994
                                                ----               ----

Crude oil and condensate (Bbls)...............   915               1,448

Natural gas (Mcf)............................ 44,632              67,094


                  The  following  table sets forth the  Company's  average sales
price per barrel of oil,  per Mcf of gas, and average  production  cost per unit
produced for the years ended  December 31, 1995 and 1994. The average prices are
lower than the average  market prices for oil and gas as they are computed using
the net revenues  received  from the Company's  ownership of net profit  royalty
interests.


                                                        1995         1994
                                                        ----         ----

Average sales price per barrel of oil............   $  14.70       $ 13.16

Average sales price per Mcf of gas...............       1.23          2.16

Average production taxes per equivalent
   barrel of production..........................       0.61          0.47



Item 3.           Legal Proceedings

                  There are no material  pending legal  proceedings to which the
Company is a party.


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

                  No matter was submitted to a vote of security  holders  during
the fourth quarter of the fiscal year covered by this report.
<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.



<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  general  partner  does not  intend  to
accelerate  the debt  repayment  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.

                                      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 ............................    1,325,118
  Less  accumulated depletion ...................    1,083,777
                                                    ----------

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

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

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .............................   $    4,292
   Payable to general partner ...................       27,501
                                                    ----------

Total current liabilities .......................       31,793
                                                    ----------

NONCURRENT PAYABLE TO GENERAL PARTNER ...........       55,002
                                                    ----------

PARTNERS' CAPITAL:
   Limited partners .............................      166,608

   General partner ..............................        3,124
                                                    ----------

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

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





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

                                      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    
                                                         =========   ========    




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

                                      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  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 from such proceeds 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>
                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          ---------------------------------------------------------------
          Compliance with Section 16(a) of the Exchange Act


     The  Company's  sole  General  Partner  is Enex  Resources  Corporation,  a
Delaware  corporation.  The Company has no Directors or executive officers.  The
Directors and executive officers of Enex are:

     Gerald B. Eckley. Mr. Eckley,  age 69, has served as a Director,  President
and Chief Executive  Officer of the General Partner since its formation in 1979.
He was employed by Shell Oil Company from 1951 to 1967 and served in  managerial
capacities from 1959 to 1967. From 1967 to 1969, he was Director of Fund Raising
at the  University of Oklahoma and from 1969 to 1971, was Vice President of Land
and Operations for Imperial American Management Company. In 1971, Mr. Eckley was
a  petroleum  consultant  and in  1972-1973  was General  Counsel and  Executive
Director of the Oil Investment  Institute.  From 1973 to 1974, he was Manager of
Oil Properties,  Inc. and from 1974 to 1976, was Vice President,  Land and Joint
Ventures for Petro-Lewis  Corporation.  From 1977 to August 1979, Mr. Eckley was
President of Eckley  Energy,  Inc., a company  engaged in purchasing and selling
oil and gas properties. Mr. Eckley received an L.L.B. degree from the University
of Oklahoma in 1951 and a Juris Doctor degree from the University of Oklahoma in
1970.

     William C.  Hooper,  Jr.  Mr.  Hooper,  age 58, has been a Director  of the
General  Partner  since its  formation  in 1979 and is a member  of the  General
Partner's Audit and Compensation and Options Committees.  In 1960 he was a staff
engineer in the Natural Gas Department of the Railroad Commission of Texas, with
principal  duties  involving  reservoir units and gas proration.  In 1961 he was
employed by the California  Company as a Drilling  Engineer and  Supervisor.  In
1963 he was employed as a Staff Engineer by California Research  Corporation and
in 1964 rejoined the  California  Company as a project  manager  having  various
duties involving  drilling and reservoir  evaluations.  In 1966 he was Executive
Vice  President  for Moran Bros.  Inc.,  coordinating  and  managing all company
activities,  drilling operations,  bidding and engineering.  From 1970 until the
present, he has been self-employed as a consulting  petroleum engineer providing
services to industry and  government  and engaged in business as an  independent
oil and gas operator and investor.  From 1975 to 1987 he was also a Director and
President of Verna Corporation,  a drilling contractor and service organization.
He received a B.S.  degree in Petroleum  Engineering in 1960 from the University
of Texas and an M.S. degree in Petroleum  Engineering  from that same University
in 1961.

     Stuart  Strasner.  Mr.  Strasner,  age 66,  was a Director  of the  General
Partner from its  formation  until October of 1986.  He was  reappointed  to the
Board  on  April  19,  1990 to  fill a  vacancy.  He is a  member  of the  Audit
Committee. He is a professor of business law at Oklahoma City University and was
Dean of the law school at  Oklahoma  City  University  from July 1984 until June
1991.  Prior to July 1984, Mr. Strasner was an attorney in private practice with
McCollister,  McCleary, Fazio and Holliday in Oklahoma City, Oklahoma. From 1959
to 1974,  he was  employed  by various  banks,  bank  holding  companies  and an
insurance  company  in  executive  capacities.  From  1974  to  1978,  he  was a
consultant to various  corporations  such as insurance  companies,  bank holding
companies and small business investment companies. From 1978 until late 1981, he
was Executive  Director of the Oklahoma Bar  Association,  and from 1981 to 1983
was  a  Director  and  President  of  PRST  Enterprises,  Inc.,  a  real  estate
development  company.  Mr.  Strasner  holds an A.B.  degree from  Panhandle  A&M
College,  Oklahoma,  and a J.D. degree from the University of Oklahoma.  He is a
member  of the  Fellows  of the  American  Bar  Association  and a member of the
Oklahoma  Bar  Association.  Mr.  Strasner is also a director of Health  Images,
Inc., a public  company which  provides  fixed site magnetic  resonance  imaging
("MRI") services.

                                     III-1

<PAGE>

     Martin J. Freedman.  Mr. Freedman, age 71, was one of the General Partner's
founders  and a member of its Board of  Directors  as well as a board  member of
Enex Securities  Corporation until June of 1986. He was reappointed to the Board
on April 19,  1990 to fill a  vacancy.  He is a member of the  Compensation  and
Options  Committee.  He is  currently  President  of Freedman Oil & Gas Company,
engaged primarily in the management of its exploration and producing properties,
and the managing  partner  Martin J. Freedman & Company which has an interest in
approximately  one hundred  producing  oil and/or gas wells.  Mr.  Freedman is a
lifetime member of the Denver  Petroleum Club as well as being a lifetime member
of the Denver Association of Petroleum  Landmen.  He was an officer and Director
and/or  founder of several  former private and public  companies.  Mr.  Freedman
entered the oil and gas business in 1954 when he joined Mr.  Marvin Davis of the
Davis Oil Company.  In 1956, he became President of Central Oil  Corporation,  a
company engaged in oil and gas exploration.  From 1958 on, Mr. Freedman operated
as Martin J. Freedman Oil Properties and was President of Oil Properties,  Inc.,
a private corporation. Mr. Freedman attended Long Island University and New York
University.  He received a bachelor's degree in Psychology and also attended New
York University's graduate school.

     James  Thomas  Shorney.  Mr.  Shorney,  age 70, has been a Director  of the
General  Partner  since  April of 1990 and is a member of the  Compensation  and
Options Committee. He has been a petroleum consultant and Secretary/Treasurer of
the Shorney Company, a privately held oil and gas exploration company, from 1970
to date. From 1970 to 1976, he also served as a petroleum consultant in Land and
Lease Research Analysis Studies for the GHK Company. He was an oil and gas lease
broker  from  1962 to 1970  and  employed  by  Shell  Oil  Company  in the  Land
Department  from 1954 to 1962.  Before  joining Shell Oil Company,  he served as
Public  Information  Officer  in the  U.S.  Army  Air  Force  from  1950 to 1953
including attending  Georgetown  University Graduate School in 1952. Mr. Shorney
graduated  from the  University of Oklahoma with a B.A.  degree in Journalism in
1950.  From 1943 to 1945,  he  served in the U.S.  Army Air Force as an air crew
member  on a  B-24  Bomber.  Mr.  Shorney  is a  member  of  the  Oklahoma  City
Association  of  Petroleum  Landmen  on  which he has  served  as  Director  and
Secretary/Treasurer.  He is an active  member  of the  American  Association  of
Petroleum Landmen. In 1975, Mr. Shorney was first listed in the London Financial
Times' Who's Who in World Oil and Gas.

     Robert D. Carl,  III.  Mr.  Carl,  age 42, was  appointed a Director of the
General Partner on July 30, 1991 and is a member of the Audit  Committee.  He is
President,  Chief Executive  Officer and Chairman of the Board of Health Images,
Inc., a public company whose securities are traded on NYSE, which provides fixed
site magnetic  resonance imaging ("MRI")  services.  From 1978 to 1981, Mr. Carl
also  served as  President  of Carl  Investment  Associates,  Inc. a  registered
investment  advisor.  In 1981,  Mr. Carl joined  Cardio-Tech,  Inc.,  as general
counsel  and as an officer and  Director.  Upon the sale and  reorganization  of
Cardio-Tech,  Inc.  into  Cardiopul  Technologies  in  1982,  he  served  as its
Executive  Vice  President  and as a  Director.  In March,  1985 he was  elected
President,  Chief Executive Officer and Chairman of Cardiopul Technologies which
spun off its  non-imaging  medical  services  business  and  changed its name to
Health  Images,  Inc.  Mr. Carl  received a B.A. in History  from  Franklin  and
Marshall  College,  Lancaster,  Pennsylvania  in  1975  and a  J.D.  from  Emory
University  School of Law,  Atlanta,  Georgia in 1978.  Mr. Carl is a trustee of
Franklin & Marshall College and is a member of the State Bar of Georgia.

     On January 4, 1996, the SEC filed a complaint in the United States District
Court for the  District of Columbia  against  Mr.  Carl  alleging  that Mr. Carl
violated Section 16(a) of the Securities  Exchange Act of 1934 ("Exchange Act"),
and Rule 16a-2 and 16a-3  (and  former  Rule  16a-1)  thereunder,  by failing to
timely file  reports  concerning  thirty-eight  securities  transactions  in his
mother's  brokerage  accounts  involving  shares of Health Images,  Inc.  stock.
Although Mr. Carl's mother  apparently  did not

                                     III-2
<PAGE>

live in his  household,  the SEC took the  position  that  because  Mr. Carl (1)
provided  substantial  financial  support  to his  mother,  (2)  commingled  his
mother's  assets with his own, (3) provided a  substantial  portion of the funds
used to purchase  the shares in  question,  and (4)  received  from his mother a
substantial  portion  of the sales  proceeds,  he,  therefore,  had a  pecuniary
interest in, and was a beneficial owner of, the shares in question.

     In response to the SEC's action, Mr. Carl disgorged to Health Images,  Inc.
approximately  $92,400 in  short-swing  profits from the trading in his mother's
account,  plus  interest  thereon  of  approximately  $52,600.  The SEC  further
requested the court to impose a $10,000 civil penalty  against Mr. Carl pursuant
to Section  21(d)(3)  of the  Exchange  Act.  Without  admitting  or denying the
allegations  in the  complaint,  Mr.  Carl  consented  to the  entry  of a final
judgement  imposing the $10,000  penalty.  On January 12, 1996, a federal  judge
entered the final judgement in this matter, and Mr. Carl has since filed amended
reports on Forms 4 and 5 reflecting these transactions in his mother's accounts.

     In relation to the same matter, the SEC has issued an administrative  Order
pursuant to Section 21C of the Exchange  Act against Mr.  Carl,  finding that he
violated  Section 16(a) and the rules  thereunder and requiring him to cease and
desist from  committing  or causing any  violation or future  violation of those
provisions.  Without  admitting or denying  allegations in the SEC's Order,  Mr.
Carl consented to the entry of the Order.

     Robert E. Densford.  Mr. Densford,  age 38, was appointed a Director of the
General  Partner  on  September  11,  1991.  He joined  the  General  Partner as
Controller  on May 1, 1985 and  became  Vice  President-Finance,  Secretary  and
Treasurer  on March 1, 1989.  From  January  1983 to April  1985,  he was Senior
Accountant for Deloitte Haskins & Sells in Houston, Texas, auditing both closely
held and publicly owned oil and gas  companies.  From September 1981 to December
1982, he was a staff  accountant for Coopers & Lybrand in Houston.  Mr. Densford
is a C.P.A.  and holds a B.B.A.  degree in Accounting and an M.S.  degree in Oil
and Gas  Accounting  from Texas Tech  University and is a member of the American
Institute of Certified  Public  Accountants  and the Texas  Society of Certified
Public Accountants.

     James A. Klein. Mr. Klein, age 32, joined the General Partner as Controller
in February 1991. In June 1993, he was appointed President and Principal of Enex
Securities  Corporation.  From June 1988 to February  1991,  he was  employed by
Positron Corporation in Houston.  From July 1987 to May 1988, he was employed by
Transworld  Oil Company in Houston and from  September  1985 until July 1987, he
was an accountant with Deloitte Haskins & Sells in Houston,  Texas, auditing oil
and gas and oil service  companies.  Mr. Klein is a Certified Public  Accountant
and holds a B.A. in  Accounting  (1985)  from the  University  of Iowa.  He is a
member of the American  Institute of Certified  Public  Accountants and the Iowa
Society of Certified Public Accountants.

Item 10.                 Executive Compensation

     The Company has no Directors or executive officers.

     The Company does not pay a proportional or fixed share of the  compensation
paid to the officers of the General Partner.

     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.


                                      III-3



<PAGE>

Item 11.          Security Ownership of Certain Beneficial Owners and Management

                                                      $500 Limited
                                        Name of       Partner Units    Percent
                  Title of Class   Beneficial Owner  Owned Directly   of Class

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


                  Limited Partner   Enex Resources              434   14.5351%


Item 12.    Certain Relationships and Related Transactions

              See  the  Statements  of  Operations  included  in  the  Financial
Statements  in Item 7 of this  report for  information  concerning  general  and
administrative  costs incurred by Enex and allocated to the Company,  and Note 1
to  such  Financial  Statements  for  information  concerning  payments  to Enex
Securities  Corporation,  a  wholly  owned  subsidiary  of Enex  and to Enex for
certain offering and organization expenses incurred by the Company.


Item 13.            Exhibits and Reports on Form 8-K
                                                         Sequential
                                                          Page No.

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


             (a)    Exhibits

                    (3)             (a) Certificate of Limited  Partnership,  as
                                    amended.   Incorporated   by   reference  to
                                    Exhibit 3(a) to the Company's  Annual Report
                                    on Form 10-K for the year ended December 31,
                                    1987.

                             (b)    Amended Agreement of Limited Partnership.
                                    Incorporated by reference to Exhibit 3(a) to
                                    Post-Effective Amendment No. 2 to the
                                    Registration Statement on Form S-1 (No. 2-
                                    99874) of Enex Income and Retirement Fund
                                    filed with the Securities and Exchange
                                    Commission on April 22, 1987.

                    (4)      Not Applicable

                    (10)     Not Applicable

                    (11)     Not Applicable

                    (12)     Not Applicable

                    (13)     Not Applicable

                    (18)     Not Applicable


<PAGE>



                    (19)     Not Applicable

                    (22)     Not Applicable

                    (23)     Not Applicable

                    (24)     Not Applicable

                    (25)     Not Applicable

                    (28)     Not Applicable

(b)          Reports on Form 8-K

                    No reports on Form 8-K were filed during the last quarter of
                    the period covered by this report.

<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



March 18, 1996                By:  /s/ G. B. Eckley
                                   -----------------
                                       G. B. Eckley, President


     In  accordance  with the Exchange Act, this report has been signed below on
March 18, 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