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 March 31, 1997

                                       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) 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

<PAGE>
                            PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                            MARCH 31,
ASSETS                                                         1997
                                                      ---------------------
                                                           (Unaudited)
CURRENT ASSETS:
<S>                                                   <C>                 
  Cash                                                $             31,441
  Accounts receivable - oil & gas sales                             72,613
                                                      ---------------------

Total current assets                                               104,054
                                                      ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                               962,796
  Less  accumulated depletion                                      491,350
                                                      ---------------------

Property, net                                                      471,446
                                                      ---------------------

TOTAL                                                 $            575,500
                                                      =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                   $              1,064
   Payable to general partner                                        7,384
                                                      ---------------------

Total current liabilities                                            8,448
                                                      ---------------------

PARTNERS' CAPITAL:
   Limited partners                                                561,284
   General partner                                                   5,768
                                                      ---------------------

Total partners' capital                                            567,052
                                                      ---------------------

TOTAL                                                 $            575,500
                                                      =====================


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




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

                                       I-1

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


(UNAUDITED)                          THREE MONTHS ENDED
                                ------------------------------------------

                                     MARCH 31,              MARCH 31,
                                        1997                  1996
                                -------------------    -------------------
REVENUES:
<S>                             <C>                       <C>                
  Oil and gas sales             $           63,677        $        68,577    
                                -------------------     ------------------

EXPENSES:
  Depletion and amortization                13,332                 21,819
  General and administrative                 9,910                 11,259
                                -------------------    -------------------

Total expenses                              23,242                 33,078
                                -------------------    -------------------

INCOME  FROM OPERATIONS                     40,435                 35,499
                                -------------------    -------------------

OTHER INCOME:
  Interest income                            1,265                      -
                                -------------------    -------------------

NET INCOME                      $           41,700       $         35,499    
                                ===================    ===================
</TABLE>



See accompanying notes to financial statements.
----------------------------------------------------------------------------
                                       I-2

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

STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE THREE MONTHS ENDED MARCH 31, 1997
--------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                               PER $500
                                                                                                LIMITED
                                                                                                PARTNER
                                                      GENERAL              LIMITED             UNIT OUT-
                                  TOTAL               PARTNER             PARTNERS             STANDING
                           ------------------   ------------------    -----------------    -----------------

<S>              <C>       <C>                  <C>                     <C>                    <C>           
BALANCE, JANUARY 1, 1996   $         601,982    $           9,788       $      592,194         $        272  

CASH DISTRIBUTIONS                  (171,018)             (20,982)            (150,036)                 (69)

NET INCOME                           152,107               21,953              130,154                   60
                           ------------------   ------------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1996           583,071               10,759              572,312                  263

CASH DISTRIBUTIONS                   (57,719)             (10,495)             (47,224)                 (22)

NET INCOME                            41,700                5,504               36,196                   17
                           ------------------   ------------------    -----------------    -----------------

BALANCE, MARCH 31, 1997    $         567,052    $           5,768       $      561,284 (1)     $        258  
                           ==================   ==================    =================    =================
</TABLE>


(1)  Includes 118 units purchased by the general partner as a limited partner.





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

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

(UNAUDITED)
                                                          THREE MONTHS ENDED
                                                    ------------------------------------------
                                                       MARCH 31,                MARCH 31,
                                                          1996                    1996
                                                  -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                               <C>                           <C>            
Net income                                        $           41,700            $      35,499  
                                                  -------------------      -------------------

Adjustments to reconcile net income to net cash
   provided by operating activities:
  Depletion and amortization                                  13,332                   21,819
(Increase) in:
  Accounts receivable - oil & gas sales                      (21,892)                 (10,090)
Increase (decrease) in:
   Accounts payable                                           (1,310)                  (1,205)
   Payable to general partner                                  3,135                   (2,665)
                                                  -------------------      -------------------

Total adjustments                                             (6,735)                   7,859
                                                  -------------------      -------------------

Net cash provided by operating activities                     34,965                   43,358
                                                  -------------------      -------------------




CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                       (57,719)                 (21,186)
                                                  -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                              (22,754)                  22,172

CASH AT BEGINNING OF YEAR                                     54,195                   21,985
                                                  -------------------      -------------------

CASH AT END OF PERIOD                             $           31,441            $      44,157  
                                                  ===================      ===================
</TABLE>


See accompanying notes to financial statements.
-----------------------------------------------------------------------------
                                       I-4

<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 $47,224,  representing  net revenues from the sale of oil
         and  gas  produced  from   properties   owned  by  the  Company.   This
         distribution was made on January 31, 1997.

3.       On April 7, 1997, the Company's  General  Partner mailed proxy material
         to the limited partners with respect to a proposed consolidation of the
         Company  with 33 other  managed  limited  partnerships.  The  terms and
         conditions  of the proposed  consolidation  are set forth in such proxy
         material.



                                       I-5

<PAGE>



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


First Quarter 1997 Compared to First Quarter 1996

Oil sales for the first  quarter  decreased  from  $68,577 in 1996 to $63,677 in
1997.  This  represents  a  decrease  of  $4,900  (7%).  An 18%  decline  in oil
production reduced sales by $12,399. This decrease was partially offset by a 13%
increase  in average  net sales  prices.  The  decrease  in oil  production  was
primarily the result of natural production declines. The increase in average net
sales prices  corresponds  with higher prices in the overall market for the sale
of oil.

Depletion expense decreased from $19,644 in the first quarter of 1996 to $13,332
in the first quarter of 1997.  This  represents a decrease of $6,312 or 32%. The
decrease in production,  noted above, reduced depletion expense by $3,552. A 17%
decrease  in the  depletion  rate  reduced  depletion  expense by an  additional
$2,760.  The decrease in the depletion  rate was primarily a result of an upward
revision of the oil reserves during December 1996.

General and administrative  expenses decreased from $11,259 in the first quarter
of 1996 to $9,910 in the first  quarter  of 1997.  This  decrease  of $1,349 was
primarily  due to less  staff  time  being  required  to  manage  the  Company's
operations in 1997.


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 1996 to 1997 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 April 7, 1997,  the Company's  General  Partner  mailed proxy material to the
limited partners with respect to a proposed consolidation of the Company with 33
other managed  limited  partnerships.  The terms and  conditions of the proposed
consolidation are set forth in such 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 March 31, 1997.



                                      II-1

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


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



                                         By:ENEX RESOURCES CORPORATION
                                            --------------------------
                                             General Partner



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




May 11, 1997                            By:         James A. Klein
                                                  --------------
                                                    James A. Klein
                                                  Controller and Chief
                                                  Accounting Officer