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


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


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

   
                                   FORM 10-KSB/A
                                  AMENDMENT II
    

                                   (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>

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.  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.

   
     The  Company's  operators  of the  properties  are  noted  in Item 2 below.
Although a significant  portion of the Company's  properties  were operated by a
limited number of operators, this concentration does not pose a significant risk
since the Companys rights are secured by joint operating agreements.
    

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." Passive
income  or  loss  from  Publicly  traded  partnerships  that  are not  taxed  as
corporations  generally  cannot be applied  against  passive income or less from
other  sources.  As  stated  in  Item  5 of  this  Annual  Report,  there  is no
established  public  trading  market  for  the  Company's  limited   partnership
interests. In addition, the Company derives more than 90% of its income from oil
and gas activities,  which  constitutes  qualifying income within the meaning of
section  7704(d) of the Code.  Therefore,  the Company should not be affected by
the publicly traded partnership rules.
    
                                       I-2

<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



   
November 7, 1996              By:  /s/ G. B. Eckley
                                   -----------------
                                       G. B. Eckley, President


     In  accordance  with the Exchange Act, this report has been signed below on
November 7, 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>