United States
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


   
                                FORM 10-QSB/A
    


           [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended September 30, 1996

                                    OR

          [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

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

                      Commission file number 0-19626

          ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
     (Exact name of small business issuer as specified in its charter)

          New Jersey                                           76-0299900
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                      Suite 200, Three Kingwood Place
                           Kingwood, Texas 77339
                 (Address of principal executive offices)

                        Issuer's telephone number:
                              (713) 358-8401

         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

                               Yes x      No

Transitional Small Business Disclosure Format (Check one):

                               Yes        No x

<PAGE>


                            PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
BALANCE SHEET
--------------------------------------------------------------------------------

                                                               September 30,
ASSETS                                                              1996
                                                           ---------------------
                                                                (Unaudited)
CURRENT ASSETS:
<S>                                                        <C>
  Cash                                                     $             38,236
  Accounts receivable - oil & gas sales                                  49,195
                                                           ---------------------

Total current assets                                                     87,431
                                                           ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                                    962,796
  Less  accumulated depletion                                           472,343
                                                           ---------------------

Property, net                                                           490,453
                                                           ---------------------




TOTAL                                                      $            577,884
                                                           =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                        $                 38
                                                           ---------------------

PARTNERS' CAPITAL:
   Limited partners                                                     568,176
   General partner                                                        9,670
                                                           ---------------------

Total partners' capital                                                 577,846
                                                           ---------------------

TOTAL                                                      $            577,884
                                                           =====================


Number of $500 Limited Partner units outstanding                          2,175
</TABLE>



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

                                       I-1

<PAGE>
<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
STATEMENTS OF OPERATIONS
---------------------------------------------------------------------


(UNAUDITED)                          QUARTER ENDED                         NINE MONTHS ENDED
                               -------------------------------------    ----------------------------------------

                                September 30,        September 30,        September 30,         September 30,
                                    1996                  1995                 1996                  1995
                               ----------------    -----------------    -----------------    -------------------

REVENUES:
<S>                             <C>                <C>                  <C>                  <C>
  Oil and gas sales             $       53,281     $         60,856     $        186,485     $          139,949
                               ----------------    -----------------    -----------------      -----------------

EXPENSES:
  Depletion and amortization            19,637               22,609               61,748                 65,744
  General and administrative             9,020                6,510               29,354                 19,804
                               ----------------    -----------------    -----------------    -------------------

Total expenses                          28,657               29,119               91,102                 85,548
                               ----------------    -----------------    -----------------    -------------------

NET INCOME                       $      24,624     $         31,737     $         95,383     $           54,401
                               ================    =================    =================    ===================
</TABLE>





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

                                       I-2

<PAGE>

   
<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
---------------------------------------------------------------------------------------

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

<S>                            <C>                    <C>                    <C>                    <C>
BALANCE, JANUARY 1, 1994       $         757,224      $           6,751      $         750,473      $             345

CASH DISTRIBUTIONS                       (77,579)                (7,758)               (69,821)                   (32)

NET INCOME (LOSS)                          1,084                  9,959                 (8,875)                    (4)
                              -------------------    -------------------    -------------------   --------------------

BALANCE, DECEMBER 31, 1994               680,729                  8,952                671,777                    309

CASH DISTRIBUTIONS                      (124,179)               (12,417)              (111,762)                   (52)

NET INCOME                                45,432                 13,253                 32,179                     15
                              -------------------    -------------------    -------------------   --------------------

BALANCE, DECEMBER 31, 1995     $         601,982      $           9,788      $         592,194 (1)  $             272

CASH DISTRIBUTIONS                      (119,519)               (15,832)              (103,687)                   (49)

NET INCOME                                95,383                 15,714                 79,669                     37
                              -------------------    -------------------    -------------------   --------------------

BALANCE, SEPTEMBER 30, 1996    $         577,846      $           9,670      $         568,176 (1)  $             261
                              ===================    ===================    ===================   ====================
</TABLE>


(1)  Includes 88 units purchased by the general partner as a limited partner.




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

                                       I-3

    



<PAGE>

<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------

(UNAUDITED)
                                                        NINE MONTHS ENDED
                                                   --------------------------------------------

                                                      September 30,            September 30,
                                                           1996                    1995
                                                   -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>                         <C>
Net income                                         $           95,383          $        54,401
                                                   -------------------      -------------------

Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
   activities:
  Depletion and amortization                                   61,748                   65,744
(Increase) in:
  Accounts receivable - oil & gas sales                       (12,564)                  (8,865)
(Decrease) in:
   Accounts payable                                            (1,314)                  (2,795)
   Payable to general partner                                  (7,483)                  (3,611)
                                                   -------------------      -------------------

Total adjustments                                              40,387                   50,473
                                                   -------------------      -------------------

Net cash provided by operating activities                     135,770                  104,874
                                                   -------------------      -------------------




CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                       (119,519)                 (82,805)
                                                   -------------------      -------------------

NET INCREASE IN CASH                                           16,251                   22,069

CASH AT BEGINNING OF YEAR                                      21,985                    7,599
                                                   -------------------      -------------------

CASH AT END OF PERIOD                              $           38,236         $         29,668
                                                   ===================      ===================

</TABLE>


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

                                       I-3


<PAGE>

ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.       The  interim  financial   information  included  herein  is  unaudited;
         however,  such information reflects all adjustments  (consisting solely
         of  normal  recurring   adjustments)  which  are,  in  the  opinion  of
         management,  necessary  for a fair  presentation  of  results  for  the
         interim  periods.  The  Company has  presented  its cash flow using the
         indirect  method and  considers all highly  liquid  investments  with a
         maturity of three months or less to be cash equivalents.

2.       A cash  distribution was made to the limited partners of the Company in
         the amount of $43,957,  representing  net revenues from the sale of oil
         and  gas  produced  from   properties   owned  by  the  Company.   This
         distribution was made on July 31, 1996.

3.       On August 9, 1996, the Company's General Partner submitted  preliminary
         proxy material to the Securities  Exchange Commission with respect to a
         proposed  consolidation  of the Company with 33 other  managed  limited
         partnerships.  On November  13,  1996,  the Company  submitted  amended
         preliminary   proxy   material   to  the  SEC  with   respect  to  this
         consolidation.  The terms and conditions of the proposed  consolidation
         are set forth in such preliminary proxy material.

   
     4.   The  Financial  Accounting  Standards  Board has issued  Statement  of
          Financial  Accounting  Standard ("SFAS") No. 121,  "Accounting for the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
          Disposed  Of,"  which  requires  certain  assets  to be  reviewed  for
          impairment  whenever  events or  circumstances  indicate  the carrying
          amount  may  not be  recoverable.  Prior  to this  pronouncement,  the
          Company assessed  properties on an aggregate  basis.  Upon adoption of
          SFAS 121, the Company  began  assessing  properties  on an  individual
          basis,  wherein total  capitalized costs may not exceed the property's
          fair  market  value.  The  fair  market  value  of each  property  was
          determined by H. J. Gruy and  Associates,  ("Gruy").  To determine the
          fair  market  value,  Gruy  estimated  each  property's  oil  and  gas
          reserves,   applied  certain  assumptions  regarding  price  and  cost
          escalations,  applied  a 10%  discount  factor  for time  and  certain
          discount  factors  for risk,  location,  type of  ownership  interest,
          category of reserves, operational characteristics, and other factors.
    


                                       I-5

<PAGE>



Item 2.            Management's Discussion and Analysis or Plan of Operation.


Third Quarter 1995 Compared to Third Quarter 1996

Oil and gas  sales for the  third  quarter  decreased  to  $53,281  in 1996 from
$60,856 in 1995.  This represents an decrease of $7,575 (12%). A 13% decrease in
the oil production  reduced sales by $7,829.  This decrease was partially offset
by a 1% increase in the average net oil sales price. The increase in average net
sales price corresponds with higher prices in the overall market for the sale of
oil. The decrease in production was due to natural production declines.

Depletion expense decreased to $19,637 in the third quarter of 1996 from $22,609
in the third quarter of 1995.  This  represents a decrease of $2,972 (13%).  The
decrease in production,  noted above,  caused  depletion  expense to decrease by
$2,902,  while a 1% decrease in the depletion rate reduced  depletion expense by
an additional  $70. The decrease in the depletion rate was primarily a result of
relatively  higher  production  from  properties  with a lower  depletion  rate,
partially  offset by a downward  revision of the oil  reserves  during  December
1995.

General and  administrative  expenses increased to $9,020 in 1996 from $6,510 in
1995. This increase of $2,510 is primarily due to more staff time being required
to manage the Company's operations.

First Nine Months in 1995 Compared to the First Nine Months  in 1996
--------------------------------------------------------------------

Oil and gas sales for the first nine months  increased  to $186,485 in 1996 from
$139,949 in 1995. This represents an increase of $46,536 (33%). A 2% increase in
the average net sales  price  increased  sales by  $51,666.  This  increase  was
partially offset by a 4% decrease in oil production. The increase in average net
sales price corresponds with higher prices in the overall market for the sale of
oil. The decrease in production was a result of natural production declines.

Depletion  expense  decreased  to $61,748 in the first nine  months of 1996 from
$65,744 in the first nine months of 1995.  This  represents a decrease of $3,966
(6%). A 3% decrease in the depletion rate reduced  depletion  expense by $1,869.
The reduction in production  noted above  resulted in an additional  decrease of
$2,097.  The decrease in the depletion rate was primarily a result of relatively
higher production from properties with a lower depletion rate,  partially offset
by a downward revision of the oil reserves during December 1995.

General and administrative expenses increased to $29,354 in 1996 from $19,804 in
1995. This increase of $9,550 is primarily due to more staff time being required
to manage the Company's operations.

   
The  increase  in accounts  receivable  from oil and gas sales was higher in the
nine months  ended  September  30, 1996 as compared to the  increase in the nine
months ended September 30, 1995,  while sales for the third quarter of 1996 were
lower than oil and gas sales in the third quarter of 1995.  The higher  increase
in accounts  receivable during 1996 was primarily the result of relatively lower
oil and gas sales prices at December 31, 1995 as compared to December 31, 1994.
    


                                       I-6

<PAGE>



CAPITAL RESOURCES AND LIQUIDITY


   
The Company's cash flow from  operations is a direct result of the amount of net
proceeds  realized  from the sale of oil and gas  production.  Accordingly,  the
changes in cash flow from 1995 to 1996 are  primarily  due to the changes in oil
and  gas  sales  described  above.  It is the  general  partner's  intention  to
distribute  substantially  all of  the  Company's  available  cash  flow  to the
Company's partners.  The Company's "available cash flow" is essentially equal to
the  net  amount  of  cash  provided  by  operating,   financing  and  investing
activities.
    

The Company will continue to recover its reserves and  distribute to the limited
partners  the net  proceeds  realized  from the sale of oil and gas  production.
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.

On August 9, 1996, the Company's  General Partner  submitted  preliminary  proxy
material  to the  Securities  Exchange  Commission  with  respect  to a proposed
consolidation  of the Company with 33 other  managed  limited  partnerships.  On
November 13, 1996, the Company submitted  amended  preliminary proxy material to
the SEC with  respect to this  consolidation.  The terms and  conditions  of the
proposed consolidation are set forth in such preliminary proxy material.

                                       I-7

<PAGE>



                           PART II. OTHER INFORMATION

Item 1.     Legal Proceedings.

                  None

Item 2.     Changes in Securities.

                  None

Item 3.     Defaults Upon Senior Securities.

                  Not Applicable

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

                  Not Applicable

Item 5.     Other Information.

                  Not Applicable

Item 6.     Exhibits and Reports on Form 8-K.


            (a)  There are no exhibits to this report.

            (b)   The  Company  filed no reports on Form 8-K during the  quarter
                  ended September 30, 1996.


                                      II-1

<PAGE>



                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                              ENEX 90-91 INCOME AND RETIREMENT
                                                   FUND - SERIES 3, L.P.
                                                        (Registrant)



                                                By:ENEX RESOURCES CORPORATION
                                                       General Partner



                                               By: /s/ R. E. Densford
                                                       R. E. Densford
                                                  Vice President, Secretary
                                                Treasurer and Chief Financial
                                                           Officer




   
December 23, 1996                              By: /s/ James A. Klein
                                                   -------------------
                                                         James A. Klein
                                                     Controller and Chief
                                                      Accounting Officer
    


<PAGE>