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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                   FORM 10-KSB/A
                                  AMENDMENT II
    

     (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 0-17559

               ENEX OIL AND GAS INCOME PROGRAM III, Series 7, L.P.
                 (Name of small business issuer in its charter)

            New Jersey                                      76-0214444
  (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: (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. $226,048

                  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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     American  Exploration  Company purchased 28% and Sunniland Pipeline Company
accounted for 18% of the  Company's  total sales in 1995.  American  Exploration
Company  purchased 27% and Sunniland  Pipeline Company  accounted for 18% of the
Company's  total sales in 1994. No other  purchaser  individually  accounted for
more than 10% of such sales. Although the Company marketed a significant portion
of its sales to the above noted companies,  such a concentration does not pose a
significant risk due to the commodity nature of the Company's products.

   
     The  operators  of the  Company's  properties  are  noted  in Item 2 below.
Although a significant  portion of the Company's  properties  were operated by a
limited number of operators, this concentration does not pose a significant risk
since the Company's rights are secured by joint operating agreements.
    

Environmental and Conservation Regulation

     State  regulatory  authorities  in the  states  in which the  Company  owns
producing  properties  are empowered to make and enforce  regulations to prevent
waste of oil and gas and to  protect  correlative  rights and  opportunities  to
produce oil and gas for owners of a common  reservoir.  Each of such  regulatory
authorities  also  regulates  the amount of oil and gas  produced  by  assigning
allowable rates of production, which may be increased or decreased in accordance
with supply and demand.  Requirements  regarding the  prevention and clean-up of
pollution and similar environmental  matters are also generally applicable.  The
costs, if any, the Company may incur in this regard cannot be predicted.

     The existence of such  regulations  has had no material  adverse effects on
the Company's  operations to date,  and the cost of compliance  has not yet been
material.  There are no material  administrative or judicial proceedings arising
under such laws or  regulations  pending  against  the  Company.  The Company is
unable to assess or predict the impact that  compliance with  environmental  and
pollution  control  laws  and  regulations  may have on its  future  operations,
capital expenditures, earnings or competitive position.

Tax Laws

     The  operations of the Company are affected by the federal  income tax laws
contained in the Internal  Revenue Code of 1986, as amended (the "Code").  Under
the Code,  generally,  the Company  will report  income from the sale of oil and
gas,  against  which it may deduct its ordinary  business  expenses,  depletion,
depreciation and intangible drilling and development costs.

     It is anticipated that most of the Company's income, if any, will be from a
"passive  activity"  for  purposes of the Code. A passive  activity  includes an
activity in which the taxpayer does not  materially  participate,  including the
ownership of a limited partnership interest, such as an interest in the Company.
"Passive  Income," however,  does not include portfolio income (i.e.  dividends,
interest,  royalties,  etc.). Although taxpayers generally may not deduct losses
or use tax credits  derived from passive  activities  in an amount  greater than
their income derived from such activities, if and to the extent that the Company
generates  passive income,  it will be available to offset the limited partners'
passive losses from other sources.

   
     Partnerships  with  interests  that  are  "publicly  traded"  are  taxed as
corporations unless at least 90% of their income is "qualifying income." Passive
income  or  loss  from  Publicly  traded  partnerships  that  are not  taxed  as
corporations  generally  cannot be applied  against  passive income or less from
other  sources.  As  stated  in  Item  5 of  this  Annual  Report,  there  is no
established  public  trading  market  for  the  Company's  limited   partnership
interests. In addition, the Company derives more than 90% of its income from oil
and gas activities,  which  constitutes  qualifying income within the meaning of
section  7704(d) of the Code.  Therefore,  the Company should not be affected by
the publicly traded partnership rules.
    

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                                   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 OIL AND GAS INCOME PROGRAM III-
                                         SERIES 7, L.P.

                                         By:   ENEX RESOURCES CORPORATION
                                                  the General Partner



   
November 7, 1996                            By:   /s/  G. B. Eckley
                                             --------------------
                                                    G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed below on November 7, 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




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