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


                                FORM 10-QSB


           [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 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.

                                                      I-4

<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.


                                                      I-5

<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 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-6

<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




November  13, 1996                              By: /s/ James A. Klein
                                                   -------------------
                                                         James A. Klein
                                                     Controller and Chief
                                                      Accounting Officer


<PAGE>