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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 0-18396

             ENEX 88-89 INCOME AND RETIREMENT FUND - Series 7, L.P.
                 (Name of small business issuer in its charter)

           New Jersey                                        76-0259724
       (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. $106,571

            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                 250



Dividends

          The  Company  made cash  distributions  to partners of $12 and $30 per
$500  investment  in  1995  and  1994,  respectively.   The  payment  of  future
distributions  will  depend  on the  Company's  earnings,  financial  condition,
working capital requirements and other factors,  although it is anticipated that
regular quarterly distributions will continue through 1996.


                                      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  decreased  to $106,571  in 1995 from  $137,665 in
1994.  This represents a decrease of $31,094 or 23%. Oil sales decreased by $972
or 3%. A 6% decrease in oil  production  caused  revenues to decrease by $1,843.
This  decrease  was  partially  offset by a 3% increase in average oil net sales
prices.  Gas sales decreased by $30,122 or 29%. A 15% decrease in gas production
reduced sales by $15,422. A 16% decrease in average gas net sales prices reduced
sales by an additional  $14,700.  The decreases in oil and gas  production  were
primarily the result of natural production declines.  The changes in average net
sales prices  correspond  with changes in the overall market for the sale of oil
and gas.

            Depletion  expense  decreased  to $69,371 in 1995 from  $108,304  in
1994.  This  represents a decrease of $38,933 or 36%. The changes in production,
noted  above,  reduced  depletion  expense by  $13,734.  A 27%  decrease  in the
depletion rate reduced depletion expense by an additional $25,199.  The decrease
in the depletion rate was due to an upward revision of oil reserves during 1995,
partially offset by a downward revision of the gas reserves during 1995.

            General and  administrative  expenses  decreased  to $12,850 in 1995
from  $17,002 in 1994.  This  decrease of $4,152 or 24% was  primarily  due to a
$4,997  decrease in direct  costs  incurred  by the  Company in 1995,  partially
offset by more staff time being required to manage the Company's operations. The
decrease  in direct  expenses  was due to lower audit and tax  preparation  fees
incurred by the Company in 1995.


Capital Resources and Liquidity

   
            The  Company's  cash flow from  operations is a direct result of the
amount of the net proceeds  realized from the sale of the oil and gas production
after payment of debt  obligations.  Accordingly,  the changes in cash flow from
operations  from 1994 to 1995 are  primarily  due to the  changes in oil and gas
sales  described  above.  It is the general  partner's  intention to  distribute
substantially  all  of  the  Company's  available  net  cash  flow  provided  by
operating,  financing  and  investing  activities  to  the  Company's  partners.
Distributions  decreased from 1994 to 1995 due to the lower revenues received by
the Company in 1995, as noted above.
    

            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.
The Company  plans to repay the amount owed to the general  partner over a three
year  period.  Distribution  amounts are subject to change if net  revenues  are
greater or less than expected.  Nonetheless,  the general  partner  believes the
Company will continue to have  sufficient  cash flow to fund  operations  and to
maintain a regular pattern of distributions.


                                      II-2

<PAGE>



Item 7.      Financial Statements and Supplementary Data



INDEPENDENT AUDITORS' REPORT


The Partners
Enex 88-89 Income and Retirement Fund Series 7, L.P.:


We have  audited  the  accompanying  balance  sheet  of Enex  88-89  Income  and
Retirement  Fund  -Series  7, 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 88-89 Income and Retirement Fund - Series 7, 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 88-89 Income and  Retirement  Fund -
Series 7, 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 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.

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

ASSETS
                                                                      1995
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $       9,004
  Accounts receivable - oil & gas sales                                 8,362
                                                                 --------------

Total current assets                                                   17,366
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             1,341,371
  Less  accumulated depreciation and depletion                        928,660
                                                                --------------

Property, net                                                         412,711
                                                                --------------

TOTAL                                                           $     430,077
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $       1,058
   Payable to general partner                                          39,220
                                                                --------------

Total current liabilities                                              40,278
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   382,506
   General partner                                                      7,293
                                                                --------------

Total partners' capital                                               389,799
                                                                --------------

TOTAL                                                           $     430,077
                                                                ==============


Number of $500 Limited Partner units outstanding                        3,089
</TABLE>



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

                                      II-4
    

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.

STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------
<TABLE>
<CAPTION>


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

REVENUES:
<S>                                       <C>                      <C>               
  Oil and gas sales                       $          106,571       $        137,665  
                                          -------------------    -------------------

EXPENSES:
  Depletion and amortization                          70,915                117,571
  Production taxes                                    18,813                 16,193
  General and administrative:
    Allocated from general partner                    12,818                 11,973
    Direct expense                                        32                  5,029
                                          -------------------    -------------------

Total expenses                                       102,578                150,766
                                          -------------------    -------------------

NET INCOME (LOSS)                         $            3,993       $        (13,101) 
                                          ===================    ===================
</TABLE>


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

                                      II-5

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
-------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                 PER $500
                                                                                                 LIMITED
                                                                                                 PARTNER
                                                       GENERAL              LIMITED             UNIT OUT-
                                   TOTAL               PARTNER              PARTNERS             STANDING
                               ---------------    -----------------    -----------------    -----------------

<S>                              <C>                <C>                <C>                  <C>                
BALANCE, JANUARY 1, 1994         $    541,312       $        3,596     $        537,716     $            175   

CASH DISTRIBUTIONS                   (101,385)             (10,137)             (91,248)                 (30)

NET INCOME (LOSS)                     (13,101)              10,447              (23,548)                  (8)
                               ---------------    -----------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1994            426,826                3,906              422,920                  137

CASH DISTRIBUTIONS                    (41,020)              (4,103)             (36,917)                 (12)

NET INCOME (LOSS)                       3,993                7,490               (3,497)                  (1)
                               ---------------    -----------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1995       $    389,799        $       7,293     $        382,506 (1) $            124   
                               ===============    =================    =================    =================

</TABLE>


(1)  Includes 292 units purchased by the general partner as a limited partner.



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

                                      II-6
<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.

STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                   1995                    1994
                                                           -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>                         <C>               
Net income (loss)                                          $            3,993          $       (13,101)  
                                                           -------------------      -------------------

Adjustments to reconcile net income (loss) to net cash
   provided by operating activities
  Depletion and amortization                                           70,915                  117,571
(Increase) decrease in:
  Accounts receivable - oil & gas sales                                  (760)                   3,186
Increase (decrease) in:
   Accounts payable                                                    (1,829)                   1,792
   Payable to general partner                                         (30,444)                 (14,841)
                                                           -------------------      -------------------

Total adjustments                                                      37,882                  107,708
                                                           -------------------      -------------------

Net cash provided by operating activities                              41,875                   94,607
                                                           -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                                (41,020)                (101,385)
                                                           -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                           855                   (6,778)

CASH AT BEGINNING OF YEAR                                               8,149                   14,927
                                                           -------------------      -------------------

CASH AT END OF YEAR                                        $            9,004           $        8,149   
                                                           ===================      ===================
</TABLE>



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

                                      II-7


<PAGE>

ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.

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


1.           PARTNERSHIP ORGANIZATION

             Enex  88-89  Income  and  Retirement   Fund  Series  7,  L.P.  (the
             "Company"), a New Jersey limited partnership,  commenced operations
             on February  28, 1990 for the  purpose of  acquiring  non-operating
             interests  in  producing  oil and  gas  properties.  Total  limited
             partner  contributions  were  $1,544,485,   of  which  $15,445  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  $158,296  for
             solicited   subscriptions   to  Enex  Securities   Corporation,   a
             subsidiary of Enex, and reimbursed Enex for  organization  expenses
             of approximately $46,000.

             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.

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

                                      II-8

<PAGE>



             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.

             Organization  Costs - Organization  costs are being  amortized on a
             straight-line basis over a five-year period.

             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 as of 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 accompanying financial
<S>                                            <C>                  <C>                    <C>                    <C>             
     statements                                $           3,993    $           7,490      $      (3,497)         $            (1)
Reconciling item:
  Difference in depletion and
     amortization computed for
     federal income tax purposes
     and the amount computed for
     financial reporting purposes                         (6,312)                   -             (6,312)                      (2)
                                               ------------------   ------------------  -----------------    ---------------------

Net income (loss) for federal
   income tax purposes                         $          (2,319)   $           7,490      $      (9,809)          $           (3)
                                               ==================   ==================  =================    =====================
</TABLE>


Net income  (loss) for federal 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 accompanying financial
<S>                                            <C>                  <C>                  <C>                       <C>            
      statements                               $         389,799    $           7,293    $       382,506           $          124 
Reconciling items:
  Difference in accumulated
     depletion and amortization
     for financial reporting and
     federal income tax purposes                          24,355                    -             24,355                        8
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                                 158,296                    -            158,296                       51
                                               ------------------   ------------------  -----------------    ---------------------

Partners' capital for federal
     income tax purposes                       $         572,450    $           7,293    $       565,157           $          183 
                                               ==================   ==================  =================    =====================
</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 during the
             Company's  start-up  phase  and for  its  ongoing  operations.  The
             Company plans to repay the amounts 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

             Union Pacific  Resources  accounted for 97% of the Company's  total
             sales in 1995.  Union  Pacific  Resources  accounted for 98% of the
             Company's total sales in 1994.


                                      II-11

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, 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                              1,843                     1              428,509                  125

    Revisions of previous estimates          4,221                     1               61,155                   18
    Production                              (2,794)                   (1)             (57,479)                 (17)
                                     --------------    ------------------   ------------------   ------------------

December 31, 1994                            3,270                     1              432,185                  126

    Revisions of previous estimates          3,139                     1              (17,803)                  (6)
    Production                              (2,638)                   (1)             (49,000)                 (14)
                                     --------------    ------------------   ------------------   ------------------

December 31, 1995                            3,771                     1              365,382                  106
                                     ==============    ==================   ==================   ==================


PROVED DEVELOPED RESERVES:

January 1, 1994                              1,843                     1              428,509                  125
                                     ==============    ==================   ==================   ==================

December 31, 1994                            3,270                     1              432,185                  126
                                     ==============    ==================   ==================   ==================

December 31, 1995                            3,771                     1              365,382                  106
                                     ==============    ==================   ==================   ==================

</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 88-89 INCOME AND RETIREMENT
                                      FUND - SERIES 7, 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>