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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 0-19033

             ENEX 90-91 INCOME AND RETIREMENT FUND - Series 2, L.P.
                 (Name of small business issuer in its charter)

           New Jersey                                        76-0299898
       (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. $51,420

            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

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<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                218



Dividends

          The  Company  made cash  distributions  to partners of $11 and $28 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 $51,420 in 1995 from $76,941 in 1994.
This  represents a decrease of $25,521 or 33%. Oil sales decreased by $22,279 or
33%. A 10% decrease in oil production reduced revenues by $7,026. A 25% decrease
in average net oil prices received reduced sales by an additional  $15,253.  Gas
sales decreased by $3,241 or 33%. A 4% decrease in gas production  reduced sales
by $191. A 30% decrease in average net gas prices  received  reduced sales by an
additional  $3,050.  The decreases in oil and gas production  were primarily the
result of natural  production  declines,  partially offset by the acquisition of
additional  interest in a gas well in the FEC  acquisition  from farmouts  which
achieved payout in the fourth quarter of 1994 and the first quarter of 1995. The
decreases in average net prices received were primarily due to workover expenses
incurred on the FEC acquisition,  in which the Company has a net profits royalty
interest.

            Depletion expense decreased to $64,841 in 1995 from $98,386 in 1994.
This  represents a decrease of $33,545 or 34%. The changes in production,  noted
above, reduced depletion expense by $7,430. A 29% decrease in the depletion rate
reduced  depletion  expense  by an  additional  $26,115.  The  decrease  in  the
depletion  rate  was  due  to  the  lower  property  basis  resulting  from  the
recognition of an impairment of property for $109,543 in December 1994,  coupled
with an upward revision of the oil and gas reserves during 1995.

            As a result of declining oil and gas prices, the Company recorded an
impairment of property for $109,543 in 1994, which represented the excess of the
net capitalized costs over the undiscounted future net revenues of the reserves.

            General and  administrative  expenses  decreased  to $25,700 in 1995
from $35,407 in 1994.  This  decrease of $9,707 or 27% was primarily due to less
staff time being  required to manage the Company's  operations in 1995,  coupled
with a $1,498  decrease  in direct cost  incurred  by the  Company in 1995.  The
decrease  in direct  expenses  was due to lower audit and tax  preparation  fees
incurred in 1995.

Capital Resources and Liquidity

   
            Cash flow from  operations  is a direct  result of the amount of the
net proceeds realized from the sale of oil and gas production.  Accordingly, the
change in cash flow from 1994 to 1995 was  primarily  due to the  changes in oil
and gas sales,  as 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.
    

            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
after  payment of its debt  obligations.  The Company  plans to repay the amount
owed to the general  partner over a three year period.  Distributions  decreased
from 1994 to 1995 due to the lower revenues  received by the Company in 1995, as
noted  above.  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 90-91 Income and Retirement Fund Series 2, L.P.:


We have  audited  the  accompanying  balance  sheet  of Enex  90-91  Income  and
Retirement  Fund - Series 2,  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 90-91 Income and  Retirement  Fund - Series 2, 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 90-91 Income and  Retirement  Fund -
Series 2, 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 90-91 INCOME AND RETIREMENT FUND - SERIES  2 L.P.

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

ASSETS
                                                                      1995
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $       4,666
  Accounts receivable - oil & gas sales                                19,244
                                                                 --------------

Total current assets                                                   23,910
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities               894,954
  Less  accumulated depreciation and depletion                        576,331
                                                                --------------

Property, net                                                         318,623
                                                                --------------

ORGANIZATION COSTS
(Net of accumulated amortization of $34,765)                              589
                                                                 -------------

TOTAL                                                           $     343,122
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $       4,131
   Payable to general partner                                          71,876
                                                                --------------

Total current liabilities                                              76,007
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   265,281
   General partner                                                      1,834
                                                                --------------

Total partners' capital                                               267,115
                                                                --------------

TOTAL                                                           $     343,122
                                                                ==============


Number of $500 Limited Partner units outstanding                        2,020
</TABLE>



See accompanying notes to financial statements.
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                                      II-4
    



<PAGE>

ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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1.           PARTNERSHIP ORGANIZATION

             Enex  90-91  Income  and  Retirement   Fund  Series  2,  L.P.  (the
             "Company"), a New Jersey limited partnership,  commenced operations
             on  February  8, 1991 for the  purpose of  acquiring  non-operating
             interests  in  producing  oil and  gas  properties.  Total  limited
             partner  contributions  were  $1,010,101,   of  which  $96,466  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  $87,250  for
             solicited   subscriptions   to  Enex  Securities   Corporation,   a
             subsidiary of Enex, and reimbursed Enex for  organization  expenses
             of approximately $35,000.

             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  capitalized and  periodically  assessed
             for impairments.


                                      II-8

<PAGE>



             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>



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

             Koch  Energy  Inc.,  Amoco  Production  Company  and Anson  Company
             accounted  for 37%,  33% and 25%,  respectively,  of the  Company's
             total sales in 1995.  Amoco  Production  Company and Anson  Company
             each accounted for 31%, while Koch Energy Inc. accounted for 28% of
             the Company's total sales in 1994. No other purchaser  individually
             accounted for more than 10% of such sales.

7.           IMPAIRMENT OF PROPERTY

             A noncash  write-down of capitalized  costs of $109,543 was made in
             1994.  The  write-down  was  computed  as the  excess  of  the  net
             capitalized  costs over the  undiscounted  future net revenues from
             proved oil and gas reserves.  The undiscounted  future net revenues
             were computed using certain  arbitrary  assumptions such as holding
             the oil and gas prices constant at the prices in effect at the time
             of the computation.

                                      II-11

<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 90-91 INCOME AND RETIREMENT
                                      FUND - SERIES 2, 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