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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
   
   
                                  FORM 10-KSB/A
                                  (Amendment 2)
    

     (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, 1996


             [ ] 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 0-17557

                        ENEX 88-89 INCOME AND RETIREMENT
                              FUND - Series 1, L.P.
                 (Name of small business issuer in its charter)

               New Jersey                             76-0251410
     (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. $ 45,540

         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>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1996
             ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.


Item No.                            Part I                         Page
---------                          --------                      ------



       1      Description of Business                             I-1

       2      Description of Property                             I-3

       3      Legal Proceedings                                   I-4

       4      Submission of Matters to a Vote
              of Security Holders                                 I-4


                   Part II
                  ---------


       5      Market for Common Equity and
              Related Security Holder Matters                    II-1

       6      Management's Discussion and Analysis
              or Plan of Operation                               II-2

       7      Financial Statements and Supplementary
              Data                                               II-4

       8      Changes In and Disagreements With Accountants
              on Accounting and Financial Disclosure             II-14


                  Part III
                  -----------


       9      Directors, Executive Officers, Promoters and
              Control Persons; Compliance with Section 16(a)
              of the Exchange Act                                III-1

      10      Executive Compensation                             III-3

      11      Security Ownership of Certain
              Beneficial Owners and Management                   III-4

      12      Certain Relationships and Related
              Transactions                                       III-4

      13      Exhibits and Reports on Form 8-K                   III-4


              Signatures                                          S-1



<PAGE>



                                     PART I


Item 1.      Description of Business

General

             Enex  88-89  Income  and  Retirement  Fund - Series  1,  L.P.  (the
"Company")  was formed  under the New Jersey  Uniform  Limited  Partnership  Act
(1976) on  November  12,  1987 and  commenced  operations  on June 10, 1988 with
aggregate subscriptions of $1,802,733, $1,784,706 of which was received from 282
limited  partners,   including   investors  whose   distributions  from  earlier
partnerships   sponsored  by  the  Company's  general  partner,  Enex  Resources
Corporation ("Enex") were automatically invested in the Company.

             The  Company  is engaged in the oil and gas  business  through  the
ownership of  non-operating  interests in producing  oil and gas  properties  as
noted in Item 2, below. A non-operating  interest  typically entitles the holder
to receive a specified share of such production,  without  obligation to develop
or operate such  property,  or bear any  development  or  operating  costs (such
obligations being assumed by the owner of the working interest in the property).

             The Company's  non-operating interests are net profits royalties or
other royalty  interests  which entitle the Company to a share of gross revenues
from producing oil and gas properties measured by a specified  percentage of the
net profits realized by the owners of the underlying  working  interests in such
properties,  after deducting operating costs,  geological and engineering costs,
property,  severance and other taxes, and certain other specified  expenses.  If
such taxes,  operating  costs or other  expenses  exceed  gross  revenues in any
specified  measuring period, a net profits royalty holder will not be liable for
payment of any portion of such excess,  but a percentage of such excess equal to
the specified percentage of net profits (together with interest thereon) will be
carried over to subsequent  periods and will reduce future  amounts  accruing to
the  holder.  The  Company's  net  profits  royalties  and  other  non-operating
interests are generally derived from working interests in oil and gas properties
owned by other affiliates of Enex.

             The  Company  owns   royalty   interest  on  certain  oil  and  gas
properties.  A "royalty  interest" is the interest retained by the lessor in the
lease and payable out of 100% of proceeds before  deducting any other interests.
The  Company  also owns  overriding  royalty  interests  in certain  oil and gas
properties.  An "overriding royalty interest" is an interest in a property which
was carved out of the working  interest  that is not  subject to most  operating
costs associated with the property.

             The  Company  does not own  working  interests  nor does it  engage
directly in any drilling,  completing or operating  activities,  but may benefit
from such  activities  undertaken  by the  owners of the  working  interests  in
properties  burdened by the  Company's  non-operating  interests.  The Company's
operations are concentrated in a single industry segment.

             The  principal  executive  office of the Company is  maintained  at
Suite 200, Three Kingwood Place, Kingwood,  Texas 77339. The telephone number at
this office is (713) 358-8401. The Company has no regional offices.


                                       I-1

<PAGE>



     The Company has no employees.  On March 1, 1997, Enex and its  subsidiaries
employed 23 persons.

Marketing

             The marketing of oil and gas produced by the Company is affected by
a number of factors which are beyond the Company's control,  the exact nature of
which cannot be accurately  predicted.  These  factors  include the quantity and
price of crude oil imports,  fluctuating  supply and demand,  pipeline and other
transportation facilities, the marketing of competitive fuels, state and federal
regulation  of oil  and  gas  production  and  distribution  and  other  matters
affecting the availability of a ready market. All of these factors are extremely
volatile.

             Samson  Production  Services  Company  accounted  for  85%  of  the
Company's total sales in 1996.  Samson  Production  Services  Company and Global
Natural Resources  Corporation accounted for 84% and 12%,  respectively,  of the
Company's  total sales in 1995. 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  Company's  operators  of the  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 net profits  interests in 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, that may be incurred
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").  In general,  the limited  partners of the Company will generate income
from the receipt of royalties and net profits  interests and will be entitled to
a depletion

                                       I-2

<PAGE>



deduction.  Net income,  if any, will  generally be  characterized  as portfolio
income  under  the Code and will be taxed in the same  manner as  dividends  and
interest.

             Partnerships with interests that are "publicly traded" are taxed as
corporations unless at least 90% of their income is "qualifying income." Because
the  Company's  income will be qualifying  income for this purpose,  the Company
will not be taxed as a corporation under this rule.

Item 2.      Description of Property

             Presented   below  is  a   summary   of  the   Company's   property
acquisitions.

             CORINNE  acquisition.  The  Company  acquired  royalty  and mineral
interests in 16 wells in Corinne Field,  Monroe County,  Mississippi,  effective
July 1,  1988  from  Lehndorff  of  Dallas,  Texas  for  $642,950.  The  Corinne
acquisition  is operated by Samson  Resources  Corp.  The Company  owns  royalty
interests ranging from .05% to 3.57% in the wells in the Corinne  acquisition at
December 31, 1996.

             BYRUM acquisition. An overriding royalty interest in the Byrum 1-28
well  located in Onondago  Field,  Ingham  County,  Michigan was  purchased  for
$32,640  from  Pasadena  Oil & Gas  Corp.  effective  March 1,  1989.  The Byrum
acquisition  is operated by Global  Natural  Resources,  Inc. The Company owns a
1.02%  royalty  interest in the wells in the Byrum  acquisition  at December 31,
1996.

             BAGLEY  acquisition.  Net profits royalty  interests in 7 oil wells
located in Bagley Field,  Otsego County,  Michigan,  were acquired for $356,667.
The Bagley  acquisition  is operated by Terra Energy,  Ltd. The Company owns net
profits royalty interests ranging from 2.23% to 2.25% in the wells in the Bagley
acquisition at December 31, 1996.

             MUSTANG  ISLAND   acquisition.   Effective   August  29,  1989,  an
overriding  royalty  interest  in State  Tract 344 #1  located  in Red Fish Bay,
Nueces County,  Texas,  was purchased from Sam and Betty Pettigrew for $110,187.
The Mustang Island acquisition is operated by CXY Energy,  Inc. The Company owns
a  3.08%  overriding  royalty  interest  in  the  wells  in the  Mustang  Island
acquisition at December 31, 1996.

             LAKE  DECADE  acquisition.  Effective  July 1,  1989,  net  profits
royalty  interests  in 2 gas  wells in Lake  Decade  Field,  Terrebonne  Parish,
Louisiana,  were purchased for $413,264. The Lake Decade acquisition is operated
by  Southwestern  Energy  Production.  The  Company  owns  net  profits  royalty
interests  ranging  from  0.4853%  to  0.6847%  in the wells in the Lake  Decade
acquisition at December 31, 1996.

             Purchase  price as used above is  defined  as the  actual  contract
price plus finders' fees, if  applicable.  Miscellaneous  acquisition  expenses,
subsequent capital additions, etc. are not included.

Oil and Gas Reserves

             For  quantitative  information  regarding the Company's oil and gas
reserves,  please see  Supplementary  Oil and Gas Information and related tables
which follow the Notes to  Financial  Statements  in Item 7 of this report.  The
Company has not filed any current oil and gas reserve estimates or included

                                       I-3

<PAGE>



any such estimates in reports to any federal or foreign  governmental  authority
or agency, including the Securities and Exchange Commission.

             Proved  oil  and  gas  reserves   reported   herein  are  based  on
engineering reports prepared by the petroleum engineering  consulting firm of H.
J. Gruy and Associates,  Inc. The reserves included in this report are estimates
only and should not be  construed as exact  quantities.  Future  conditions  may
affect  recovery of  estimated  reserves  and  revenue,  and all reserves may be
subject to  revision  as more  performance  data  become  available.  The proved
reserves used in this report conform to the applicable  definitions  promulgated
by the Securities and Exchange Commission. No major discovery or other favorable
or adverse  event  that  could  potentially  cause a  significant  change in the
estimated proved reserves has occurred since December 31, 1996.

Net Oil and Gas Production

             The following table shows for the years ended December 31, 1996 and
1995,  the  approximate  production  attributable  to the  Company's oil and gas
interests. The figures in the table represent "net production"; i.e., production
owned by the Company and produced to its interest  after  deducting  royalty and
other similar interests. All production occurred in the United States.

                                                          1996       1995
                                                          ----       ----

Crude oil and condensate (Bbls)....................      1,013      1,117
Natural gas (Mcf)..................................     14,488     13,909

                  The  following  table sets forth the  Company's  average sales
price per barrel of oil,  per Mcf of gas, and average  production  cost per unit
produced for the years ended  December 31, 1996 and 1995. The average prices are
lower than the average  market prices for oil as they are computed using the net
revenues received from the Company's ownership of net profit royalty interests.

                                               1996              1995
                                               ----              ----

Average sales price per barrel of oil.....$   12.82          $   12.74
Average sales price per Mcf of gas........     2.25               1.59
Average production taxes per equivalent
  barrel of production....................     1.17               1.33

Item 3.  Legal Proceedings

                  There are no material  pending legal  proceedings to which the
Company is a party.

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

                  No matter was submitted to a vote of security  holders  during
the fourth quarter of the fiscal year covered by this report.

                                       I-4

<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, 1997)
             -----------------              ---------------------------


          General Partner's Interests                    1

          Limited Partnership Interests                 234



Dividends

          The  Company  made  cash  distributions  to  partners  of $2 per  $500
investment in 1995. The Company discontinued the payment of distributions in the
second quarter of 1995.  Future  distributions  are dependent upon,  among other
things,  an increase in the prices  received  for oil and gas.  The Company will
continue to recover its  reserves  and reduce  obligations  in 1997.  Based upon
current  projected  cash flows from its  property,  it does not appear  that the
Company  will  have   sufficient  net  cash  flow  after  debt  service  to  pay
distributions in the near future.


                                      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 increased to $45,540 in 1996 from $36,385 in 1995.
This  represents an increase of $9,155 or 25%. Oil sales  decreased by $1,241 or
9%. A 9% decline in oil  production  caused  sales to decrease  by $1,325.  This
decrease  was  partially  offset by a 1%  increase  in the average oil net sales
price.  Gas sales  increased by $10,396 or 47%. A 4% increase in gas  production
increased  sales by $921.  A 42%  increase  in the  average  gas net sales price
increased sales by an additional  $9,475. The slight increase in average net oil
sales price was primarily the result of higher prices in the overall  market for
the sale of oil,  partially offset by higher operating costs charged against the
Company's net profits  royalty  properties,  especially the Bagley  acquisition,
which  had a work  over in the  third  quarter  of  1996.  The  decrease  in oil
production was primarily the result of natural production declines. The increase
in gas production was primarily due to the successful  completion of a work over
on the Bagley  acquisition  in the third  quarter of 1996.  The  increase in the
average gas net sales price was  primarily  due to higher  prices in the overall
market for the sale of gas.
      
     Depletion  expense  decreased to $14,307 in 1996 from $53,087 in 1995. This
represents a decrease of $38,780 or 73%. The changes in production, noted above,
reduced  depletion expense by $124. A 73% decrease in the depletion rate reduced
depletion expense by an additional  $38,656.  The decrease in the depletion rate
was primarily the result of the recognition of a $333,294 impairment of property
in the first quarter of 1996, partially offset by a downward revision of the oil
and gas reserves  during  1996.  The reserves  were lower  primarily  due to the
expiration  of  a  lease  holding  undeveloped   reserves  on  the  Lake  Decade
acquisition as discussed below.

   
         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.  In the first quarter of 1996,
the Company recognized a non-cash  impairment  provision of $538,207 for certain
oil and gas properties  primarily due to downward reserve  revisions on the Lake
Decade acquisition.  The Lake Decade acquisition  included  significant reserves
that were considered "proved" but not yet developed. Proved undeveloped reserves
were assigned to these leases based on offset  production in existing  wells and
on geologic mapping of the existing wells north of the producing wells. Enex and
its affiliated entities
    
                                      II-2

<PAGE>



   
owned less than 10% of this acquisition. The other working interest owners which
held the remaining  interest in the  acquisition,  including the operator of the
field,  also carried these  reserves as "proved  undeveloped"  reserves prior to
1996.  Wells drilled near the  acquisition in an attempt to increase  production
from the field were dry holes.  Revised  geologic  mapping,  based on production
from existing wells and the unsuccessful  wells driled  offsetting the property,
indicated a much smaller productive area than had been originally calculated. It
was determined by the operator of the  acquisition  that future  drillings could
not be justified.  The well which was holding the lease,  which had  undeveloped
reserves  assigned to it, was  recompleted  by the operator in 1996 to a zone in
which the Company did not own an interest.  As a result,  the lease  expired and
the undeveloped  reserves  associated with the lease had to be written off. This
was the cause of both the  downward  reserve  revisions  in 1996 and the reserve
valuation writedowns taken by the Company in the first quarter of 1996.
    

            General and administrative increased to $19,233 in 1996 from $17,990
in 1995.  This  increase  of $1,243 or 7% was  primarily  due to more staff time
being required to manage the Company's  operations in 1996 and a $1,045 increase
in direct  expenses  incurred  by the  Company in 1996.  The  increase in direct
expenses was due to higher audit and tax preparation fees in 1996.


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 due to the changes
in oil and gas sales,  noted  above.  It is the general  partner's  intention to
distribute  substantially  all of the  Company's  available net cash flow 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 debt. The Company plans to repay the amount owed to the general
partner over a five year period.  Distributions  decreased from 1995 to 1996 due
primarily to the repayment of debt in 1996. The Company discontinued the payment
of  distributions  in the  second  quarter  of 1995.  Future  distributions  are
dependent  upon among other things,  an increase in the prices  received for oil
and gas.  The  Company  will  continue to recover  its  reserves  and reduce its
obligations  in 1997.  The general  partner  does not intend to  accelerate  the
repayment  of the debt beyond the cash flow  provided by  operating  activities.
Based upon current  projected  cash flows from its property,  it does not appear
that the Company will have sufficient cash to pay its operating expenses,  repay
its debt obligations and pay distributions in the near future.

                                      II-3

<PAGE>



Item 7.      Financial Statements and Supplementary Data


INDEPENDENT AUDITORS' REPORT

The Partners
Enex 88-89 Income and Retirement Fund Series 1, L.P.:


We have  audited  the  accompanying  balance  sheet  of Enex  88-89  Income  and
Retirement  Fund - Series 1,  L.P.  (a New  Jersey  limited  partnership)  as of
December 31, 1996 and the related statements of operations, changes in partners'
capital (deficit),  and cash flows for each of the two years in the period ended
December 31, 1996.  These  financial  statements are the  responsibility  of the
general  partner of Enex 88-89 Income and  Retirement  Fund - Series 1, 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 88-89 Income and  Retirement  Fund -
Series 1, L.P. at December  31, 1996 and the results of its  operations  and its
cash flows for each of the two years in the period ended  December 31, 1996,  in
conformity with generally accepted accounting principles.


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1997

                                      II-4

<PAGE>

ENEX  88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

BALANCE SHEET, DECEMBER 31, 1996
--------------------------------------------------------------------------
<TABLE>
<CAPTION>


ASSETS                                                              1996
                                                            --------------

CURRENT ASSETS:
<S>                                                         <C>          
  Cash                                                      $       3,324
  Accounts receivable - oil & gas sales                            18,215
                                                            --------------

Total current assets                                               21,539
                                                            --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                            1,578,968
  Less accumulated depletion                                    1,531,639
                                                            --------------

Property, net                                                      47,329
                                                            --------------

TOTAL                                                       $      68,868
                                                            ==============


LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                         $       2,485
   Payable to general partner                                      86,431
                                                            --------------

Total current liabilities                                          88,916
                                                            --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                               (25,117)
   General partner                                                  5,069
                                                            --------------

Total partners' capital (deficit)                                 (20,048)
                                                            --------------

TOTAL                                                       $      68,868
                                                            ==============
</TABLE>

Number of $500 Limited Partner units outstanding                    3,605






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

                                      II-5

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                 1996                  1995
                                         -------------------    -------------------

REVENUES:
<S>                                      <C>                      <C>               
  Oil and gas sales                      $           45,540       $         36,385  
                                         -------------------    -------------------

EXPENSES:
  Depletion                                          14,307                 53,087
  Impairment of property                            333,294                      -
  Production and other taxes                          4,013                  4,581
  General and administrative:
    Allocated from general partner                   16,197                 15,999
    Direct expense                                    3,036                  1,991
                                         -------------------    -------------------

Total expenses                                      370,847                 75,658
                                         -------------------    -------------------

NET LOSS                                 $         (325,307)      $        (39,273) 
                                         ===================    ===================
</TABLE>



See accompanying notes to financial statements.
-----------------------------------------------------------------
                                      II-6

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
-----------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                PER $500
                                                                                LIMITED
                                                                                PARTNER
                                                  GENERAL         LIMITED       UNIT OUT-
                                    TOTAL         PARTNER        PARTNERS       STANDING
                                ------------   ------------    ------------    -----------

<S>                             <C>            <C>               <C>              <C>         
BALANCE, JANUARY 1, 1995        $   352,132    $     2,218       $ 349,914        $    97     

CASH DISTRIBUTIONS                   (7,600)          (760)         (6,840)            (2)

NET INCOME (LOSS)                   (39,273)         1,382         (40,655)           (11)
                                ------------   ------------    ------------    -----------

BALANCE, DECEMBER 31, 1995          305,259          2,840         302,419             84

NET INCOME (LOSS)                  (325,307)         2,229        (327,536)           (91)
                                ------------   ------------    ------------    -----------

BALANCE, DECEMBER 31, 1996      $   (20,048)   $     5,069       $ (25,117)(1)    $    (7)    
                                ============   ============    ============    ===========
</TABLE>



(1)  Includes 437 units purchased by the general partner as a limited partner.




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

                                      II-7

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                            1996                    1995
                                                    -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                 <C>                          <C>             
Net loss                                            $         (325,307)          $      (39,273) 
                                                    -------------------      -------------------

Adjustments to reconcile net loss to net cash
   provided by operating activities
  Depletion                                                     14,307                   53,087
  Impairment of property                                       333,294                        -
(Increase) decrease in:
  Accounts receivable - oil & gas sales                         (4,226)                  10,740
(Decrease) in:
   Accounts payable                                                (17)                    (548)
   Payable to general partner                                  (15,200)                 (20,104)
                                                    -------------------      -------------------

Total adjustments                                              328,158                   43,175
                                                    -------------------      -------------------

Net cash provided by operating activities                        2,851                    3,902
                                                    -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                               -                   (7,600)
                                                    -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                  2,851                   (3,698)

CASH AT BEGINNING OF YEAR                                          473                    4,171
                                                    -------------------      -------------------

CASH AT END OF YEAR                                 $            3,324            $         473  
                                                    ===================      ===================

</TABLE>


See accompanying notes to financial statements.
--------------------------------------------------------------------------
                                      II-8



<PAGE>


ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

NOTES TO FINANCIAL STATEMENTS
-----------------------------------------------------------------------------
FOR THE TWO YEARS ENDED DECEMBER 31, 1996



1.       PARTNERSHIP ORGANIZATION

         Enex 88-89 Income and Retirement Fund - Series 1, L.P. (the "Company"),
         a New Jersey limited partnership, commenced operations on June 10, 1988
         for the purpose of acquiring  non-operating  interests in producing oil
         and  gas   properties.   Total  limited  partner   contributions   were
         $1,802,733,   of  which  $18,027  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 $185,676 for solicited
         subscriptions to Enex Securities Corporation, a subsidiary of Enex, and
         reimbursed Enex for organization expenses of approximately $54,000.

         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

                                      II-9

<PAGE>



             on estimated total proved reserves.  The acquisition costs of
             proved oil and gas properties are capitalized and periodically 
             assessed for impairments.

      
   
     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.  In the first  quarter  of 1996,  the
     Company recognized a non-cash impairment  provision of $538,207 for certain
     oil and gas properties  primarily due to downward reserve  revisions on the
     Lake Decade acquisition . The Lake Decade acquisition  included significant
     reserves  that  were  considered  "proved"  but not yet  developed.  Proved
     undeveloped  reserves  were  assigned  to  these  leases  based  on  offset
     production in existing wells and on geologic  mapping of the existing wells
     north of the producing wells.  Enex and its affiliated  entities owned less
     than 10% of this acquisition.  The other working interest owners which held
     the remaining  interest in the  acquisition,  including the operator of the
     field, also carried these reserves as "proved  undeveloped"  reserves prior
     to 1996.  Wells  drilled  near the  acquisition  in an attempt to  increase
     production from the field were dry holes.  Revised geologic mapping,  based
     on  production  from  existing  wells  and the  unsuccessful  wells  driled
     offsetting the property,  indicated a much smaller productive area than had
     been  originally  calculated.  It was  determined  by the  operator  of the
     acquisition  that future  drillings could not be justified.  The well which
     was holding the lease,  which had undeveloped  reserves assigned to it, was
     recompleted  by the operator in 1996 to a zone in which the Company did not
     own an  interest.  As a  result,  the  lease  expired  and the  undeveloped
     reserves  associated  with the lease had to be  written  off.  This was the
     cause of both  the  downward  reserve  revisions  in 1996  and the  reserve
     valuation writedowns taken by the Company in the first quarter of 1996.
    
    

             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.

             Use 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
             contingent  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-10

<PAGE>

Set forth below is a  reconciliation  of net income  (loss) as  reflected in the
accompanying  financial  statements and net income (loss) for federal income tax
purposes for the year ended December 31, 1996:
<TABLE>
<CAPTION>


                                                                                   Allocable to                     Per $500
                                                                    -------------------------------------
                                                                                                                    Limited
                                                                          General            Limited              Partner Unit
                                                      TOTAL               Partner           Partners              Outstanding
                                               ------------------   ------------------  -----------------    ----------------------
Net income (loss) as reflected in the
<S>                                            <C>                  <C>                   <C>                     <C>              
 accompanying financial statements             $        (325,307)   $           2,229     $     (327,536)         $            (91)
Reconciling item:
  Difference in depletion computed
     for federal income tax purposes
     and the amount computed for
     financial reporting purposes                        295,938                    -            295,938                        82
                                               ------------------   ------------------  -----------------    ----------------------

Net income (loss) for federal
   income tax purposes                         $         (29,369)   $           2,229    $       (31,598)          $            (9)
                                               ==================   ==================  =================    ======================
</TABLE>


Net income  (loss) for federal  income tax  purposes is a summation  of ordinary
income (loss),  portfolio income (loss),  cost depletion and intangible drilling
costs as presented in the Company's federal income tax return.

Set forth below is a  reconciliation  between  partners'  capital  (deficit)  as
reflected in the  accompanying  financial  statements and partners'  capital for
federal income tax purposes as of December 31, 1996:
<TABLE>
<CAPTION>


                                                                                   Allocable to                     Per $500
                                                                    -------------------------------------
                                                                                                                    Limited
                                                                          General            Limited              Partner Unit
                                                      TOTAL               Partner           Partners              Outstanding
                                               ------------------   ------------------  -----------------    ----------------------
Partners' capital (deficit) as reflected in
<S>                                            <C>                  <C>                   <C>                          <C>         
 the accompanying financial statements         $         (20,048)   $           5,069     $      (25,117)              $        (7)
Reconciling items:
  Difference in accumulated
     depletion and amortization
     for financial reporting and
     federal income tax purposes                         332,377                    -            332,377                        92
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                                 185,676                    -            185,676                        51
                                               ------------------   ------------------  -----------------    ----------------------

Partners' capital for federal
     income tax purposes                       $         498,005    $           5,069     $      492,936                $      136 
                                               ==================   ==================  =================    ======================
</TABLE>




                                      II-11

<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 five 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

             Samson  Production  Services  Company  accounted  for  85%  of  the
             Company's total sales in 1996. Samson  Production  Services Company
             and Global Natural Resources Corporation accounted for 84% and 12%,
             respectively,  of the  Company's  total  sales  in  1995.  No other
             purchaser individually accounted for more than 10% of such sales.

                                      II-12

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
------------------------------------------------------------------------------
Proved Oil and Gas Reserve Quantities (Unaudited)

The following  presents an estimate of the Company's  proved oil and gas reserve
quantities  and changes  therein  for each of the two years in the period  ended
December 31, 1996.  Oil reserves are stated in barrels  ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>

                                                                            Per $500                                  Per $500
                                                                            Limited              Natural              Limited
                                                         Oil              Partner Unit             Gas              Partner Unit
                                                        (BBLS)            Outstanding             (MCF)             Outstanding
                                                   -----------------    -----------------    -----------------    -----------------

PROVED DEVELOPED AND
    UNDEVELOPED RESERVES:

<S>                                                           <C>                      <C>            <C>                       <C>
January 1, 1995                                               8,001                    2              335,946                   84

    Revisions of previous estimates                             402                    -              (26,342)                  (7)
    Production                                               (1,117)                   -              (13,909)                  (3)
                                                   -----------------    -----------------    -----------------    -----------------

December 31, 1995                                             7,286                    2              295,695                   74

    Revisions of previous estimates                          (4,018)                  (1)            (205,819)                 (51)
    Production                                               (1,013)                   -              (14,488)                  (4)
                                                   -----------------    -----------------    -----------------    -----------------

December 31, 1996                                             2,255                    1               75,388                   19
                                                   =================    =================    =================    =================


PROVED DEVELOPED RESERVES:

January 1, 1995                                               6,610                    2              268,729                   67
                                                   =================    =================    =================    =================

December 31, 1995                                             5,895                    1              228,478                   57
                                                   =================    =================    =================    =================

December 31, 1996                                             2,255                    1               75,388                   19
                                                   =================    =================    =================    =================
</TABLE>


                                      II-13




<PAGE>


Item 8.      Changes In and Disagreements With Accountants on Accounting and
             Financial Disclosure

             Not Applicable


                                      II-14

<PAGE>



                                    PART III

-------------------------------------------------------------------------------
Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act

              The Company's sole General Partner is Enex Resources  Corporation,
a Delaware corporation.  The Company has no Directors or executive officers. The
Directors and executive officers of Enex are:

              Gerald B. Eckley.  Mr.  Eckley,  age 70, has served as a Director,
President and Chief Executive Officer of the General Partner since its formation
in 1979.  He was  employed by Shell Oil Company  from 1951 to 1967 and served in
managerial  capacities  from 1959 to 1967. From 1967 to 1969, he was Director of
Fund  Raising at the  University  of  Oklahoma  and from 1969 to 1971,  was Vice
President of Land and Operations for Imperial American  Management  Company.  In
1971, Mr. Eckley was a petroleum consultant and in 1972-1973 was General Counsel
and Executive  Director of the Oil Investment  Institute.  From 1973 to 1974, he
was Manager of Oil  Properties,  Inc. and from 1974 to 1976, was Vice President,
Land and Joint Ventures for Petro-Lewis  Corporation.  From 1977 to August 1979,
Mr. Eckley was President of Eckley Energy, Inc., a company engaged in purchasing
and selling oil and gas properties.  Mr. Eckley  received an L.L.B.  degree from
the University of Oklahoma in 1951 and a Juris Doctor degree from the University
of Oklahoma in 1970.

              William C. Hooper,  Jr. Mr. Hooper, age 59, has been a Director of
the General  Partner  since its formation in 1979 and is a member of the General
Partner's Audit and Compensation and Options Committees.  In 1960 he was a staff
engineer in the Natural Gas Department of the Railroad Commission of Texas, with
principal  duties  involving  reservoir units and gas proration.  In 1961 he was
employed by the California  Company as a Drilling  Engineer and  Supervisor.  In
1963 he was employed as a Staff Engineer by California Research  Corporation and
in 1964 rejoined the  California  Company as a project  manager  having  various
duties involving  drilling and reservoir  evaluations.  In 1966 he was Executive
Vice  President  for Moran Bros.  Inc.,  coordinating  and  managing all company
activities,  drilling operations,  bidding and engineering.  From 1970 until the
present, he has been self-employed as a consulting  petroleum engineer providing
services to industry and  government  and engaged in business as an  independent
oil and gas operator and investor.  From 1975 to 1987 he was also a Director and
President of Verna Corporation,  a drilling contractor and service organization.
He received a B.S.  degree in Petroleum  Engineering in 1960 from the University
of Texas and an M.S. degree in Petroleum  Engineering  from that same University
in 1961.

              Stuart  Strasner.  Mr.  Strasner,  age 67, was a  Director  of the
General  Partner from its formation until October of 1986. He was reappointed to
the  Board on April  19,  1990 to fill a  vacancy.  He is a member  of the Audit
Committee. He is a professor of business law at Oklahoma City University and was
Dean of the law school at  Oklahoma  City  University  from July 1984 until June
1991.  Prior to July 1984, Mr. Strasner was an attorney in private practice with
McCollister,  McCleary, Fazio and Holliday in Oklahoma City, Oklahoma. From 1959
to 1974,  he was  employed  by various  banks,  bank  holding  companies  and an
insurance  company  in  executive  capacities.  From  1974  to  1978,  he  was a
consultant to various  corporations  such as insurance  companies,  bank holding
companies and small business investment companies. From 1978 until late 1981, he
was Executive  Director of the Oklahoma Bar  Association,  and from 1981 to 1983
was  a  Director  and  President  of  PRST  Enterprises,  Inc.,  a  real  estate
development  company.  Mr.  Strasner  holds an A.B.  degree from  Panhandle  A&M
College,  Oklahoma,  and a J.D. degree from the University of Oklahoma.  He is a
member  of the  Fellows  of the  American  Bar  Association  and a member of the
Oklahoma  Bar  Association.  Mr.  Strasner is also a director of Health  Images,
Inc., a public  company which  provides  fixed site magnetic  resonance  imaging
("MRI") services.


                                      III-1

<PAGE>



     Martin J. Freedman.  Mr. Freedman, age 72, was one of the General Partner's
founders  and a member of its Board of  Directors  as well as a board  member of
Enex Securities  Corporation until June of 1986. He was reappointed to the Board
on April 19,  1990 to fill a  vacancy.  He is a member of the  Compensation  and
Options  Committee.  He is  currently  President  of Freedman Oil & Gas Company,
engaged primarily in the management of its exploration and producing properties,
and the managing  partner  Martin J. Freedman & Company which has an interest in
approximately  one hundred  producing  oil and/or gas wells.  Mr.  Freedman is a
lifetime member of the Denver  Petroleum Club as well as being a lifetime member
of the Denver Association of Petroleum  Landmen.  He was an officer and Director
and/or  founder of several  former private and public  companies.  Mr.  Freedman
entered the oil and gas business in 1954 when he joined Mr.  Marvin Davis of the
Davis Oil Company.  In 1956, he became President of Central Oil  Corporation,  a
company engaged in oil and gas exploration.  From 1958 on, Mr. Freedman operated
as Martin J. Freedman Oil Properties and was President of Oil Properties,  Inc.,
a private corporation. Mr. Freedman attended Long Island University and New York
University.  He received a bachelor's degree in Psychology and also attended New
York University's graduate school.

              James Thomas Shorney.  Mr. Shorney, age 71, has been a Director of
the General Partner since April of 1990 and is a member of the  Compensation and
Options Committee. He has been a petroleum consultant and Secretary/Treasurer of
the Shorney Company, a privately held oil and gas exploration company, from 1970
to date. From 1970 to 1976, he also served as a petroleum consultant in Land and
Lease Research Analysis Studies for the GHK Company. He was an oil and gas lease
broker  from  1962 to 1970  and  employed  by  Shell  Oil  Company  in the  Land
Department  from 1954 to 1962.  Before  joining Shell Oil Company,  he served as
Public  Information  Officer  in the  U.S.  Army  Air  Force  from  1950 to 1953
including attending  Georgetown  University Graduate School in 1952. Mr. Shorney
graduated  from the  University of Oklahoma with a B.A.  degree in Journalism in
1950.  From 1943 to 1945,  he  served in the U.S.  Army Air Force as an air crew
member  on a  B-24  Bomber.  Mr.  Shorney  is a  member  of  the  Oklahoma  City
Association  of  Petroleum  Landmen  on  which he has  served  as  Director  and
Secretary/Treasurer.  He is an active  member  of the  American  Association  of
Petroleum Landmen. In 1975, Mr. Shorney was first listed in the London Financial
Times' Who's Who in World Oil and Gas.

     Robert D. Carl,  III.  Mr.  Carl,  age 43, was  appointed a Director of the
General Partner on July 30, 1991 and is a member of the Audit  Committee.  He is
President,  Chief Executive  Officer and Chairman of the Board of Health Images,
Inc., a public company whose securities are traded on NYSE, which provides fixed
site magnetic  resonance imaging ("MRI")  services.  From 1978 to 1981, Mr. Carl
also  served as  President  of Carl  Investment  Associates,  Inc. a  registered
investment  advisor.  In 1981,  Mr. Carl joined  Cardio-Tech,  Inc.,  as general
counsel  and as an officer and  Director.  Upon the sale and  reorganization  of
Cardio-Tech,  Inc.  into  Cardiopul  Technologies  in  1982,  he  served  as its
Executive  Vice  President  and as a  Director.  In March,  1985 he was  elected
President,  Chief Executive Officer and Chairman of Cardiopul Technologies which
spun off its  non-imaging  medical  services  business  and  changed its name to
Health  Images,  Inc.  Mr. Carl  received a B.A. in History  from  Franklin  and
Marshall  College,  Lancaster,  Pennsylvania  in  1975  and a  J.D.  from  Emory
University  School of Law,  Atlanta,  Georgia in 1978.  Mr. Carl is a trustee of
Franklin & Marshall College and is a member of the State Bar of Georgia.

              On January 4, 1996, the SEC filed a complaint in the United States
District  Court for the District of Columbia  against Mr. Carl alleging that Mr.
Carl violated  Section 16(a) of the Securities  Exchange Act of 1934  ("Exchange
Act"), and Rule 16a-2 and 16a-3 (and former Rule 16a-1)  thereunder,  by failing
to timely file reports concerning  thirty-eight  securities  transactions in his
mother's brokerage  accounts involving shares of Health Images,  Inc. stock. The
SEC took the position that because Mr. Carl (1) provided  substantial  financial
support to his mother,  (2)  commingled  his  mother's  assets with his own, (3)
provided a substantial

                                      III-2

<PAGE>



portion of the funds used to purchase the shares in  question,  and (4) received
from his mother a substantial portion of the sales proceeds, he, therefore,  had
a pecuniary interest in, and was a beneficial owner of, the shares in question.

              In response to the SEC's  action,  Mr.  Carl  disgorged  to Health
Images,  Inc.  approximately  $92,400 in short-swing profits from the trading in
his mother's account,  plus interest thereon of approximately  $52,600.  The SEC
further  requested the court to impose a $10,000 civil penalty  against Mr. Carl
pursuant to Section 21(d)(3) of the Exchange Act.  Without  admitting or denying
the  allegations  in the  complaint,  Mr. Carl consented to the entry of a final
judgement  imposing the $10,000  penalty.  On January 12, 1996, a federal  judge
entered the final judgement in this matter, and Mr. Carl has since filed amended
reports on Forms 4 and 5 reflecting these transactions in his mother's accounts.

              In   relation  to  the  same   matter,   the  SEC  has  issued  an
administrative  Order  pursuant to Section 21C of the  Exchange  Act against Mr.
Carl,  finding  that he  violated  Section  16(a) and the rules  thereunder  and
requiring  him to cease and desist from  committing  or causing any violation or
future violation of those provisions.  Without admitting or denying  allegations
in the SEC's Order, Mr. Carl consented to the entry of the Order.

     Robert E. Densford.  Mr. Densford,  age 39, was appointed a Director of the
General  Partner  on  September  11,  1991.  He joined  the  General  Partner as
Controller  on May 1, 1985 and became Vice  President-  Finance,  Secretary  and
Treasurer  on March 1, 1989.  From  January  1983 to April  1985,  he was Senior
Accountant for Deloitte Haskins & Sells in Houston, Texas, auditing both closely
held and publicly owned oil and gas  companies.  From September 1981 to December
1982, he was a staff  accountant for Coopers & Lybrand in Houston.  Mr. Densford
is a C.P.A.  and holds a B.B.A.  degree in Accounting and an M.S.  degree in Oil
and Gas  Accounting  from Texas Tech  University and is a member of the American
Institute of Certified  Public  Accountants  and the Texas  Society of Certified
Public Accountants.

     James A. Klein. Mr. Klein, age 33, joined the General Partner as Controller
in February 1991. In June 1993, he was appointed President and Principal of Enex
Securities  Corporation.  From June 1988 to February  1991,  he was  employed by
Positron Corporation in Houston.  From July 1987 to May 1988, he was employed by
Transworld  Oil Company in Houston and from  September  1985 until July 1987, he
was an accountant with Deloitte Haskins & Sells in Houston,  Texas, auditing oil
and gas and oil service  companies.  Mr. Klein is a Certified Public  Accountant
and holds a B.A. in  Accounting  (1985)  from the  University  of Iowa.  He is a
member of the American  Institute of Certified  Public  Accountants and the Iowa
Society of Certified Public Accountants.

Item 10.      Executive Compensation

              The Company has no Directors or executive officers.

              The  Company  does not pay a  proportional  or fixed  share of the
compensation paid to the officers of the General Partner.

              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 overhead on the basis of the relative direct time
charges.  The Company incurred $16,197 and $15,999 of such administrative  costs
payable to the General Partner in 1996 and 1995, respectively.

                                      III-3

<PAGE>



Item 11.      Security Ownership of Certain Beneficial Owners and Management


                                               $500 Limited
                             Name of           Partner Units        Percent
   Title of Class       Beneficial Owner      Owned Directly       of Class
  ----------------     ------------------     ----------------     ----------


   Limited Partner       Enex Resources                437         12.1239%


Item 12.      Certain Relationships and Related Transactions

              See  the  Statements  of  Operations  included  in  the  Financial
Statements  in Item 7 of this  report for  information  concerning  general  and
administrative  costs incurred by Enex and allocated to the Company,  and Note 1
to  such  Financial  Statements  for  information  concerning  payments  to Enex
Securities  Corporation,  a  wholly  owned  subsidiary  of Enex  and to Enex for
certain offering and organization expenses incurred by the Company.


Item 13.     Exhibits and Reports on Form 8-K

                                                                      Sequential
                                                                        Page No.

                                                                  --------------

         (a) Exhibits

             (3)       a.  Certificate  of  Limited  Partnership,   as  amended.
                       Incorporated   by   reference  to  Exhibit  3(a)  of  the
                       Company's  Annual  Report on Form 10-K for the year ended
                       December 31, 1988.

                  b.   Amended Agreement of Limited Partnership.  Incorporated
                       by reference to Exhibit 3(a) to the Registration
                       Statement on Form S-1 (No. 33-18776) of Enex 88-89
                       Income and Retirement Fund filed with the Securities and
                       Exchange Commission on November 27, 1987.

             (4)  Not Applicable

            (10)  Not Applicable

            (11)  Not Applicable

            (12)  Not Applicable

            (13)  Not Applicable

            (18)  Not Applicable

            (19)  Not Applicable

                                      III-4

<PAGE>



            (22)  Not Applicable

            (23)  Not Applicable

            (24)  Not Applicable

            (25)  Not Applicable

            (28)  Not Applicable

         (b)    Reports on Form 8-K

                No reports on Form 8-K were filed during the last quarter of the
                period covered by this report.


                                      III-5

<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 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P.

                            By:      ENEX RESOURCES CORPORATION
                                     the General Partner



      
         
July 9, 1997                By:      /s/    G. B. Eckley
                                   -----------------------------------
                                            G. B. Eckley, President


         In accordance  with the Exchange Act, this report has been signed below
on July 9, 1997, by the following persons in the capacities indicated.
    
      


ENEX RESOURCES CORPORATION                     General Partner


By:      /s/ G. B. Eckley
        -----------------------------
             G. B. Eckley, President           President, Chief Executive
                                               Officer and Director

         /s/ G. B. Eckley
        -----------------------------
             G. B. Eckley


         /s/ R. E. Densford
        -----------------------------
             R. E. Densford                     Vice President, Secretary, 
                                                Treasurer, Chief
                                                Financial Officer and Director


         /s/ James A. Klein
       ------------------------------
             James A. Klein                     Controller and Chief Accounting
                                                Officer




                                       S-1

<PAGE>

                                   /s/ Robert D. Carl, III

                                   --------------------------

                                       Robert D. Carl, III       Director



                                   /s/ Martin J. Freedman

                                   --------------------------

                                       Martin J. Freedman        Director


                                   /s/ William C. Hooper, Jr.

                                   --------------------------

                                       William C. Hooper, Jr.    Director


                                   /s/ Tom Shorney

                                   --------------------------

                                       Tom Shorney               Director


                                   /s/ Stuart Strasner

                                   --------------------------

                                       Stuart Strasner           Director



                                       S-2
<PAGE>