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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 0-16550

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

          New Jersey                                           76-0222815
(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. $ 76,650

         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                 152



Dividends

          The Company made cash distributions to partners of $8 and $41 per $500
investment in 1995 and 1994, respectively.  The Company discontinued the payment
of  distributions  in the  third  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 1996. 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 in 1995 were $76,650 as compared  with $146,543 in
1994.  This  represents  a decrease of $69,893 or 48%.  Oil sales  increased  by
$4,485 or 29%. A 50% increase in oil production  increased sales by $7,723. This
increase  was  partially  offset by a 14%  decrease in the average oil net sales
price.  Gas sales  decreased by $74,378 or 57%. A 38% decrease in gas production
decreased  gas sales by  $50,141.  A 30%  decrease  in the average gas net sales
price reduced sales by an additional $24,237. The increase in oil production was
primarily  due to  higher  production  from  the  Shana  acquisition  which  was
partially  shut-in  during  1994 to  perform a  workover.  The  decrease  in gas
production was primarily due to lower  production  from the Corinne  acquisition
which was  shut-in  for  over-production  in the first half of 1995,  and due to
natural  production  declines,  which were  especially  pronounced  on the Pecan
Island  acquisition.  The  decreases in the average net oil and gas sales prices
were due to higher operating costs incurred on the Shana  acquisition,  in which
the Company has a net profits royalty  interest coupled with lower prices in the
overall  market for the sale of gas and higher prices in the overall  market for
the sale of oil.

            Depletion expense decreased to $38,019 in 1995 from $51,180 in 1994.
This represents a decrease of $13,161 or 26%. The decreases in production, noted
above, reduced depletion expense by $13,305.  This decrease was partially offset
by a 1% increase in the depletion  rate.  The increase in the depletion rate was
primarily  the result of a downward  revision of the gas  reserves  during 1995,
partially offset by an upward revision of the oil reserves during 1995.

   
            Effective July 1, 1995, the Company sold its interests in the Garcia
1, 2 & 5 wells  in the  Shana  acquisition  to  Mueller  Engineering  Corp.  for
$20,000.  A $15,286 gain was  recognized on the sale. The impact of this sale on
current and future  revenues does not appear to be material,  as such  interests
represented approximately 2% of historical and future net revenues.
    

            General and  administrative  expenses  decreased  to $34,831 in 1995
from $43,216 in 1994.  This  decrease of $8,385 or 19% was primarily due to less
staff time being required to manage the Company's operations and a $993 decrease
in direct  expenses  incurred  by the  Company in 1995.  The  decrease in direct
expenses was primarily due to lower audit and tax preparation fees in 1995.

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 1994 to 1995 are primarily due to the
changes  in  oil  and  gas  sales.  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 obligations. The Company plans to repay the amount owed to
the general  partner from such  proceeds  over a two year period.  Distributions
decreased  from 1994 to 1995 due  primarily  to the  decrease in the oil and gas
sales and the repayment of debt, as noted above.  The Company  discontinued  the
payment of distributions in the third quarter of 1995.

                                      II-2

<PAGE>



   
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 1996.  The Company  does not intend to
purchase additional properties or fund extensive development of existing oil and
gas properties,  and as such; has no long-term  liquidity  needs.  The Company's
projected cash flows from operations will provide  sufficient funding to pay its
operating expenses and debt obligations.  The general partner does not intend to
accelerate the repayment of the debt beyond the cash flow provided by operating,
financing and investing activities. Based upon current projected cash flows from
its property,  it does not appear that the Company will have  sufficient cash to
pay distributions and pay its operating expenses,  and meet its debt obligations
in the next twelve months.
    

                                      II-3

<PAGE>



Item 7.      Financial Statements and Supplementary Data



INDEPENDENT AUDITORS' REPORT


The Partners
Enex Income and Retirement Fund -
  Series 2, L.P.:


We have audited the  accompanying  balance  sheet of Enex 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
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 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-4

<PAGE>
   
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.

BALANCE SHEET, DECEMBER 31, 1995
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ASSETS
                                                                      1995
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $         889
  Accounts receivable - oil & gas sales                                16,375
                                                                  --------------

Total current assets                                                   17,264
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             1,209,403
  Less  accumulated depreciation and depletion                        831,067
                                                                --------------

Property, net                                                         378,336
                                                                --------------


TOTAL                                                           $     395,600
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $       4,661
   Payable to general partner                                          20,848
                                                                --------------

Total current liabilities                                              25,509
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   362,478
   General partner                                                      7,613
                                                                --------------

Total partners' capital                                               370,091
                                                                --------------

TOTAL                                                           $     395,600
                                                                ==============


Number of $500 Limited Partner units outstanding                        2,884
</TABLE>



See accompanying notes to financial statements.
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                                      II-5
    



<PAGE>

ENEX 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 Income and Retirement Fund Series 2, L.P. (the "Company"),  a New
          Jersey limited partnership, commenced operations on September 15, 1987
          for the purpose of acquiring  non-operating interests in producing oil
          and  gas  properties.   Total  limited  partner   contributions   were
          $1,441,909,  of  which  $14,419  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 $149,886 for solicited
          subscriptions  to Enex Securities  Corporation,  a subsidiary of Enex,
          and  reimbursed  Enex  for  organization   expenses  of  approximately
          $43,000.

          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-9

<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.

             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-10

<PAGE>



4.           PAYABLE TO GENERAL PARTNER

             The payable to general  partner  primarily  consists of general and
             administrative  expenses  allocated  to the Company by Enex for its
             ongoing operations.  The Company plans to repay the amounts owed to
             the general partner over two 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

             Torch Operating Company,  Samson Production  Services Company,  and
             Exxon Company,  USA accounted for 52%, 33% and 15% of the Company's
             total sales in 1995.  Samson  Production  Services  Company,  Torch
             Operating Company and Exxon Company, USA accounted for 51%, 30% and
             19% of the  Company's  total  sales  in 1994.  No  other  purchaser
             individually accounted for more than 10% of such sales.

7.           SALE OF PROPERTY

             Effective  July 1, 1995,  the  Company  sold its  interests  in the
             Garcia  1,  2 &  5  wells  in  the  Shana  acquisition  to  Mueller
             Engineering Corp. for $20,000. A $15,286 gain was recognized on the
             sale.

                                      II-12

<PAGE>


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


             Not Applicable


                                      II-14

<PAGE>



<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 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