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

                                   FORM 10-KSB
     (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, 1997

             [ ] 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 0-18322

                        ENEX CONSOLIDATED PARTNERS, L.P.
                 (Name of small business issuer in its charter)

              New Jersey                                       76-0508488
     (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: (281) 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  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. $11,997,301

     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, 1997
                        ENEX CONSOLIDATED PARTNERS, L.P.


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


1                        Description of Business                          I-1

2                        Description of Property                          I-3

3                        Legal Proceedings                                I-5

4                        Submission of Matters to a Vote
                         of Security Holders                              I-5


                                     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-6

8                        Changes In and Disagreements With Accountants
                         on Accounting and Financial Disclosure          II-18



                                    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-4

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 Consolidated  Partners,  L.P. (the "Company") was formed under the New
Jersey  Uniform  Limited  Partnership  Law  (1976)  on June  30,  1997  from the
combination of thirty-four Enex Oil and Gas Limited Partnerships,  consisting of
Enex  Program I  Partners,  L.P.,  four  partnerships  in Enex Oil & Gas  Income
Program II, the eight  partnerships  in Enex Oil & Gas Income  Program  III, six
partnerships in Enex Oil & Gas Income Program IV, the five  partnerships in Enex
Oil & Gas Income  Program V, Enex Oil & Gas Income  Program VI - Series 1, L.P.,
the three partnerships in Enex Income and Retirement Fund, three partnerships in
Enex 88-89 Income and Retirement Fund, and the three  partnerships in Enex 90-91
Income and Retirement Fund  (collectively the "Predecessor  Partnerships").

     The historical  information  presented in this Form 10-KSB  consists of the
cumulative historical totals of the Predecessor  Partnerships for the year ended
December 31, 1996 and for the six months  ended June 30,  1997.  The amounts for
the six months ended  December 31, 1997 are the result of the  operations of the
Company.

     The Company is engaged in the oil and gas business through the ownership of
various  interests in producing oil and gas  properties,  as detailed in Item 2,
below. If warranted, the Company may further develop its oil and gas properties.
However,  the  Company  does  not  intend  to  engage  in  significant  drilling
activities. Such activities may be conducted,  however, as an incidental part of
the management of producing properties or with a view toward enhancing the value
of  producing  properties.  In no event will the Company  engage in  exploratory
drilling,  or use any of the limited  partners' net revenues to fund exploratory
drilling  activities.  Any  developmental  drilling  will be financed  primarily
through third party  borrowings  or with funds  provided  from  operations.  The
expenses of drilling,  completing and equipping and operating  development wells
are allocated  96% to the limited  partners and 4% to the general  partner.  See
Note 1 to the Financial Statements for information relating to the allocation of
costs and revenues between the limited  partners and the general  partner,  Enex
Resources Corporation  ("Enex").  The Company's operations are concentrated in a
single industry segment.

     The Company owns royalty  interests  in certain oil and gas  properties.  A
"royalty  interest"  is an  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 also owns working  interests in
certain  oil and gas  properties.  A  "working  interest"  is a  portion  of the
operating interest which is subject to most of the costs associated with a well.

     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 (281) 358-8401. The Company has no regional offices.

     The Company has no employees.  On March 1, 1998, Enex and its  subsidiaries
employed 18 persons.

                                       I-1

<PAGE>



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.

     Gulfmark Inc.  accounted  for 11% of the Company's  total sales in 1997. No
ther purchaser individually accounted for more than 10% of such sales.

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

Environmental and Conservation Regulation

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

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

Tax Laws

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

     It is anticipated that most of the Company's income, if any, will be from a
"passive  activity"  for  purposes of the Code. A passive  activity  includes an
activity in which the taxpayer does not materially

                                       I-2

<PAGE>


participate,  including the ownership of a limited partnership interest, such as
an  interest  in the  Company.  "Passive  income,"  however,  does  not  include
portfolio income (i.e. dividend, interest,  royalties, etc.). Although taxpayers
generally  may  not  deduct  losses  or use tax  credits  derived  from  passive
activities in an amount greater than their income derived from such  activities,
if and to the extent  that the  Company  generates  passive  income,  it will be
available to offset the limited partners' passive losses from other sources.

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

     In order to prevent  the  adverse tax  consequences  that would  affect the
limited partners if the Company's limited  partnership  interests were to become
publicly traded in the future,  the general partner may, after final regulations
have been issued by the Internal  Revenue  Service,  submit to a vote of limited
partners a proposal to amend the Company's  agreement of limited  partnership to
provide,  among  other  things,  (a) that Enex shall have the right to refuse to
recognize any transfer of limited partnership interests if it believes that such
transfer occurred on a secondary market or the substantial  equivalent  thereof;
and (b) that all assignors and  assignees of the limited  partnership  interests
shall be required to represent to Enex that any transfer of limited  partnership
interests did not, to the best of their  knowledge,  occur on a secondary market
or the substantial equivalent thereof.

Item 2.      Description of Property

     On June 30, 1997, the  Predecessor  Partnerships  transferred  all of their
assets to the Company,  subject to corresponding  liabilities.  These properties
continue to be operated by the Company as they were operated by the  Predecessor
Partnerships.  Presented  below is a brief  description  of the Company's  major
property  holdings,  all of  which  were  transferred  to it by the  Predecessor
Partnerships.

CONCORD  acquisition.  The Concord acquisition  consists of working interest and
royalty  interest in more than 10,600 wells in 137 counties in Texas,  with very
minor interests in 12 other states.

H.N.G. acquisition. The H.N.G. acquisition began with the purchase of overriding
royalty  interests in over 300 gas wells in Texas, New Mexico,  and Oklahoma and
culminated five transactions  later with the last purchase of overriding royalty
interests  in these  properties.  The H.N.G.  acquisition  is  operated by eight
different oil and gas companies. The Company owns working interests ranging from
 .104% to 8.999% in the H.N.G. acquisition at December 31, 1997.

EAST SEVEN SISTERS acquisition. The East Seven Sisters acquisition was comprised
of six  transactions  in which parts of a mineral  interest  and the  associated
royalty  interest in the Gorman Gas Unit in the East Seven Sisters Field,  Duval
County,  Texas were acquired.  The East Seven Sisters acquisition is operated by
Vastar  Resources  Inc.  The Company owns a 9.81%  royalty  interest in the East
Seven Sisters acquisition at December 31, 1997.

                                       I-3

<PAGE>


The Company has thirty additional  acquisitions  which were transferred from the
Predecessor Partnerships. In total, the Company has interests in 11,118 oil well
properties and 1,078 gas well properties  which are primarily  located in Texas,
Oklahoma and Louisiana.

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 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, 1997.

Net Oil and Gas Production

     The following  table shows for the years ended  December 31, 1997 and 1996,
the approximate production attributable to the Predecessor Partnerships' and the
Company's  oil, gas, and gas plant product  interests.  The figures in the table
represent  "net   production";   i.e.,   production  owned  by  the  Predecessor
Partnerships  and the Company and  produced to their  interest  after  deducting
royalty  and other  similar  interests.  All  production  occurred in the United
States.


                                                     1997            1996
                                                     ----            ----
Crude oil and condensate (Bbls) . . . . . . . . . . 323,231        368,484
Natural gas (Mcf) . . . . . . . . . . . . . . . . 1,765,438      1,865,875
Natural gas liquids (Bbls) (1) . . . . . . . . .     33,019         34,316
Natural gas - gas plant sales (Mcf) (1) . . . . . . 220,193        232,825


     The  following  table  sets  forth the  Predecessor  Partnerships'  and the
Company's  average  sales price per barrel of oil,  per Mcf of gas,  and average
production cost per equivalent barrel of production for the years ended December
31, 1997 and 1996.


                                       I-4
<PAGE>


                                                       1997          1996
                                                       ----          ----
Average sales price per barrel of oil ...........$     17.72    $     19.40
Average sales price per Mcf of gas .............        2.51           2.29
Average production cost per equivalent
    barrel of production .......................        6.73           6.27
Average sales price per barrel of natural
    gas liquids (1) ............................       12.16          13.34
Average sales price per Mcf of gas plant
    gas sales (1) ..............................        2.73           1.96
Average production cost per equivalent
    barrel of gas plant production (1)(2) ......       11.61           9.06


     (1)  Natural gas liquid  production  was  obtained  through gas  processing
          plant ownership rather than through leasehold ownership.

     (2)  Includes cost of gas purchases.

Item 3.           Legal Proceedings
 
     A  Predecessor  Partnership  was named as a party to a suit  filed by Texas
Crude,  Inc. ("Texas  Crude").  In the suit, Texas Crude sought to recover legal
and other fees  totaling  $600,000.  In August 1993, a judgement  was granted in
favor of Texas Crude for $414,203 plus interest by the 101st  Judicial  District
Court of Texas.  The Partnership  recognized a contingent  liability at December
31, 1993 for $504,350.

     The  Partnership  appealed the verdict and filed a  counterclaim  for funds
that were  wrongfully  withheld  by Texas  Crude.  In December  1994,  the Fifth
District Court of Appeals reversed the judgement of the trial court and rendered
judgement in favor of the  Partnership,  in which the  Partnership  will recover
$163,019 from Texas Crude plus interest.  Accordingly, the contingent liability,
initially recognized in 1993, was reversed in December 1994 and a receivable for
$254,588 was established in 1994.

     Both the  Partnership  and Texas Crude have filed  Motions  for  Rehearing,
which have been pending for more than a year. The accrued  receivable balance at
December 31, 1997 was $338,860.

     There are no other material pending legal  proceedings to which the Company
is a party or to which any of their properties are subject.

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-5

<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, 1998)
          --------------                ---------------------
                                            
     General Partner's Interests                 1

     Limited Partnership Interests            10,360


Dividends

     The Company and its Predecessor  Partnerships  made cash  distributions  to
limited  partners of $4,593,955 and  $2,464,947 in 1997 and 1996,  respectively.
This  equated to $4.17 and $2.24 per $10  consolidated  limited  partner unit in
1997 and 1996, respectively.  The payment of future distributions will depend on
the Company's earnings,  financial  condition,  working capital requirements and
other factors,  although it is anticipated that regular quarterly  distributions
will continue through 1998.

                                      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 its Predecessor  Partnerships  the notes thereto  included in
this Form 10-KSB.
 
     The Company was formed on June 30, 1997 from the combination of thirty-four
limited  partnerships.  The Consolidation  created a new accounting basis in the
carrying value of property.  Oil and gas property was written down by $1,561,322
from  the  net  carrying   value  of  property  in  the   combined   Predecessor
Partnerships.  The  decremental  depletion  associated  with the net decrease in
property was approximately $123,000 for the last six months of 1997.

     To  facilitate  comparisons  between  periods,  results of  operations  are
presented on both an actual basis for the Enex  Consolidated  Partnership,  L.P.
and  the  Predecessor   Partnerships  and  on  a  pro  forma  basis  as  if  the
Consolidation had taken place at the beginning of each period  presented.  These
results  do not  reflect  the  results  which  would have been  obtained  if the
Consolidation  had actually  occurred on the dates indicated or the results that
may be expected in the future.

     The following  financial  information  consists of pro forma financial data
for the years ended  December  31, 1997 and 1996 for the  combined  partnerships
assuming  the  consolidation  had  taken  place at  January  1,  1997 and  1996,
respectively.

                                      II-2

<PAGE>

ENEX CONSOLIDATED PARTNERS, L.P.

The following financial information consists of pro forma financial data for the
years ended  December 31, 1997 and 1996 for the combined  partnerships  assuming
the consolidation had taken place at January 1, 1997 and 1996, respectively.
<TABLE>
<CAPTION>


                                     Year Ended December 31,
                                         1997        1996
                                         ----        ----
                                                                                         -------------------- ----------------
<S>                                  <C>            <C> 

REVENUES:
Oil and gas sales                     $10,003,768   $11,296,811   
Gas plant sales                         1,157,068     1,048,688
Gain from sale of property                741,617       242,389
Other revenues                             21,000            49
Interest income                            73,848         8,800
                                       -----------   ------------

Total revenues                         11,997,301    12,596,737
                                       -----------   ------------


EXPENSES:
  Depreciation and depletion            1,839,877     2,145,385
  Lease operating expenses              3,589,836     3,616,133
  Gas purchases and expenses              809,336       670,358
  Production taxes                        568,321       637,476
  General and administrative:
     Allocated from general partner     1,270,556     1,646,201
     Direct expense                       340,665       329,800
  Interest expense                           --           2,498
                                       -----------   ------------

Total expenses                          8,418,591     9,047,851
                                       -----------   ------------



NET INCOME                            $ 3,578,710   $ 3,548,886   
                                      ============   =============
</TABLE>











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

                                      II-3
<PAGE>


     The total combined oil, gas and gas plant sales decreased to $11,160,836 in
1997 from  $12,345,499 in 1996. This represents a decrease of $1,184,663 or 10%.
Oil sales  decreased by $1,419,810 or 20%. A 12% decrease in oil  production due
to natural  production  declines  caused  sales to  decrease by  $877,908.  A 9%
decrease in the average oil sales  price  decreased  oil sales by an  additional
$541,902.  Gas sales  increased by $147,655 or 3%. A 10% increase in the average
gas sales price increased revenues by $388,395. This was offset by a 5% decrease
in gas  production.  Sales of natural gas liquids and gas plant gas increased by
$87,492 or 10%. A 15%  increase in the average  gas plant  products  sales price
increased sales by $130,370. This increase was partially offset by a 5% decrease
in production of gas plant products.  The decreases in oil,  natural gas and gas
plant  products  production  were  primarily  a  result  of  natural  production
declines.  The  decrease  in oil sales  price  corresponds  with  changes in the
overall  market  for the sale of oil.  The  increases  in the gas and gas  plant
products  average sales price  correspond with changes in the overall market for
these products.

     The total combined lease operating expenses decreased to $3,589,836 in 1997
from  $3,616,133 in 1996. The decrease of $26,297 or 1% was primarily due to the
changes in production, noted above.

     The  total  combined   depreciation  and  depletion  expense  decreased  to
$1,839,877  in 1997 from  $2,145,385  in 1996.  This  represents  a decrease  of
$305,508 or 14%. A 1% decrease in the depletion  rate reduced  depreciation  and
depletion expense by $116,822.  The changes in production,  noted above, reduced
depreciation and depletion  expense by an additional  $188,686.  The decrease in
the  depletion  rate was  primarily due to  relatively  higher  production  from
properties with a relatively lower depletion rate,  partially offset by downward
revisions of oil and gas reserves during December 1997.

     The  total  combined  general  and  administrative  expenses  decreased  to
$1,611,221  in 1997 from  $1,976,001  in 1996.  This  represents  a decrease  of
$364,780 or 18% from 1996 to 1997. This decrease was primarily due to less staff
time  being  required  to manage  the  Company's  operations  as a result of the
consolidation of the Predecessor Partnerships.

     In 1996, the  Predecessor  Partnerships  sold their  interests in the Grass
Island,  Enexco and Comite  acquisitions  for  $235,000,  $64,000  and  $55,000,
respectively.   Gains  of  $69,731,  $61,648  and  $21,649,  respectively,  were
recognized  on  these  sales.  The  Predecessor  Partnerships  also  sold  their
interests in the E.M.  Lane well and the Harper #1 well for $57,970 and $55,000,
respectively.  Gains of $31,310 and $44,642,  respectively,  were  recognized on
these sales.  The  Predecessor  Partnerships  also sold their interests in three
other wells in 1996 for $59,630.  These sales  resulted in a net gain of $13,409
to the Predecessor Partnerships. The impact of these sales on current and future
revenues is not expected to be material, as such interests represented less than
10% of historical and future net revenues.

     In 1997,  the  Company  sold its  interest  in the North Buck Draw Unit for
$857,120.  A gain of $758,969 was  recognized on the sale.  The Company sold its
interest  in the  Mcbride  acquisition  for  $56,306.  A  loss  of  $25,405  was
recognized  on the  sale.  The  Company  also  sold its  interest  in two  other
acquisitions for $8,053. A net gain of $8,053 was recognized by the Company from
the sales.  The  impact of these  sales on current  and future  revenues  is not
expected  to be  material,  as  such  interests  represented  less  than  10% of
historical and future net revenues.
 

                                      II-4

<PAGE>


Capital Resources and Liquidity

     The  Company's  cash flow  provided by  operating,  financing and investing
activities  is a direct  result of the amount of net proceeds  realized from the
sale of oil and gas production.  Accordingly, the changes in cash flow from 1996
to 1997 are primarily due to the changes in oil and gas sales  described  above.
It is the general  partner's  intention to distribute  substantially  all of the
Company's available net cash flow to the Company's partners.

     In 1997 and 1996, the Company and its Predecessor  Partnerships  paid total
combined  distributions  of  $4,593,955  and  $2,464,947,  respectively,  to its
limited  partners.  The  Company  will  continue  to recover  its  reserves  and
distribute  to the limited  partners the net proceeds  realized from the sale of
oil and gas production after payment of debt  obligations.  The Company plans to
repay the amount  owed to the  general  partner in 1998.  The  payment of future
distributions  will  depend on the  Company's  earnings,  financial  conditions,
working capital requirements and other factors,  although it is anticipated that
regular quarterly distributions will continue through 1998.

     At December 31, 1997, the Company had no material  commitments  for capital
expenditures.  The  Company  does  not  intend  to  engage  in  any  significant
developmental  drilling  activity.  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 are expected to provide  sufficient funding
to pay its operating expenses and debt obligations.

     In February 1998, Middle Bay Oil Company,  Inc., an independent oil and gas
producer,  announced a tender  offer for all of the  outstanding  shares of Enex
Resources Corporation ("Enex"),  the Company's general partner. The tender offer
was accepted by a majority of Enex  shareholders.  Operations of the Company are
not expected to be materially impacted by the purchase of Enex.

     The  Company  does  not  anticipate  that it  will  incur  any  significant
expenditures  to address Year 2000 issues,  nor do Year 2000 issues  represent a
known  material  event or  uncertainty  to the  Company.  To the extent that the
Company may be  adversely  affected  by the Year 2000  issues of its  suppliers,
customers and other entities,  the Company does not believe that it will be more
adversely affected than other companies in its industry with similar operations.




                                      II-5

<PAGE>


Item 7.      Financial Statements and Supplementary Data


INDEPENDENT AUDITORS' REPORT

The Partners
Enex Consolidated Partners, L.P.:

We have audited the accompanying  balance sheet of Enex  Consolidated  Partners,
L.P. (a New Jersey limited  partnership) as of December 31, 1997 and the related
statements of operations,  changes in partners' capital, and cash flows for Enex
Consolidated Partners,  L.P. and the Predecessor  Partnerships for the six month
periods  ended  December 31, 1997 and June 30, 1997 and the year ended  December
31, 1996.  These  financial  statements  are the  responsibility  of the general
partner of Enex Consolidated Partners,  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 Consolidated Partners, L.P. at December
31, 1997 and the results of its and the Predecessor Partnerships' operations and
cash flows for the six month periods  ended  December 31, 1997 and June 30, 1997
and the year ended  December  31, 1996 in  conformity  with  generally  accepted
accounting principles.


DELOITTE & TOUCHE LLP




Houston, Texas
March 25, 1998

                                      II-6

<PAGE>

ENEX CONSOLIDATED PARTNERS, L.P.

BALANCE SHEET, DECEMBER 31, 1997
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

ASSETS
                                                                                                                 1997
                                                                                                         -------------------
CURRENT ASSETS:
<S>                                                                                                      <C>   
  Cash                                                                                                   $        1,142,439
  Accounts receivable - oil & gas sales                                                                           1,265,870
  Receivable from litigation settlement                                                                             338,860
  Other current assets                                                                                                5,340
                                                                                                         -------------------

Total current assets                                                                                              2,752,509
                                                                                                         -------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
     mineral interests and related equipment & facilities                                                        11,543,205
  Less  accumulated depreciation and depletion                                                                      881,821
                                                                                                         -------------------

Property, net                                                                                                    10,661,384
                                                                                                         -------------------

TOTAL                                                                                                    $       13,413,893
                                                                                                         ===================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                                                                      $          487,581
   Payable to general partner                                                                                        54,931
                                                                                                           -----------------

Total current liabilities                                                                                           542,512
                                                                                                           -----------------

LIMITED PARTNERS' CAPITAL SUBJECT
  TO REDEMPTION                                                                                                  12,800,246
GENERAL PARTNER CAPITAL                                                                                              71,135
                                                                                                         -------------------

TOTAL                                                                                                    $       13,413,893
                                                                                                         ===================
</TABLE>

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

                                                          II-7

<PAGE>

ENEX CONSOLIDATED PARTNERS, L.P.

STATEMENTS OF OPERATIONS
FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 1997
AND JUNE 30, 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------
<TABLE>
<CAPTION>

                                  Enex Consolidated
                                    Partners, L.P.   Predecessor Partnerships
                                   ----------------- -------------------------
                                      Six Months     Six Months    Year Ended    
                                        Ended          Ended        December 31,     
                                   December 31, 1997 June 30, 1997    1996
                                   ----------------- -------------  ------------
<S>                                   <C>           <C>           <C>            

REVENUES:
Oil and gas sales                     $ 4,803,498   $ 5,200,270   $11,296,811
Gas plant sales                           537,513       619,555     1,048,688
Gain from sale of property                735,677         5,940       242,389
Other revenues                               --          21,000            49
Interest income                            72,583         1,265         8,800
                                      -----------   -----------   -----------
Total revenues                          6,149,271     5,848,030    12,596,737
                                      -----------   -----------   -----------


EXPENSES:
  Depreciation and depletion              907,123     1,048,413     2,369,278
  Impairment of property                     --            --       2,315,081
  Lease operating expenses              1,845,995     1,743,841     3,616,133
  Gas purchases and expenses              369,966       439,370       670,358
  Production taxes                        279,740       288,581       637,476
  General and administrative:
     Allocated from general partner       512,258       758,298     1,646,201
     Direct expense                       282,316        58,349       329,800
   Interest expense                          --            --           2,498
                                      -----------   -----------   -----------

Total expenses                          4,197,398     4,336,852    11,586,825
                                      -----------   -----------   -----------



NET INCOME                              1,951,873   $ 1,511,178   $ 1,009,912
                                      ===========   ===========   ===========


</TABLE>


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

                                      II-8

<PAGE>

ENEX CONSOLIDATED PARTNERS, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1997
-------------------------------------------------------------------------- -----
<TABLE>
<CAPTION>

                                                                                 LIMITED
                                                                                 PARTNERS'
                                                                                 CAPITAL
                                                                  GENERAL        SUBJECT TO
                                                TOTAL             PARTNER        REDEMPTION
                                          -----------------   --------------  -----------------
<S>                                          <C>              <C>              <C>
PREDECESSOR BALANCE JANUARY 1, 1996          $   15,984,697    $  1,664,903    $ 14,319,794    

CASH DISTRIBUTIONS                               (2,744,270)       (279,323)     (2,464,947)

NET INCOME                                        1,009,912         342,661         667,251
                                                               ------------    ------------    

BALANCE, DECEMBER 31, 1996                       14,250,339       1,728,241      12,522,098

CASH DISTRIBUTIONS                               (2,841,709)       (512,192)     (2,329,517)

NET INCOME                                        1,511,178         156,491       1,354,687
                                                               ------------    ------------    

COMBINED HISTORICAL BALANCE, JUNE 30, 1997       12,919,808       1,372,540      11,547,268

PURCHASE ACCOUNTING ADJUSTMENTS:

ADJUSTMENT TO RECORD PROPERTY AT
FAIR MARKET VALUE                                (1,561,322)     (1,561,322)

RECOGNIZE CONVERSION OF PAYABLE TO
  GENERAL PARTNER TO LIMITED PARTNER CAPITAL      2,420,858       2,420,858

RECOGNIZE CONVERSION OF GENERAL PARTNER
  CAPITAL TO LIMITED PARTNER CAPITAL             (1,372,540)      1,372,540

EXPENSES OF CONSOLIDATION                          (549,158)       (549,158)

CASH DISTRIBUTIONS                               (2,310,678)        (46,240)     (2,264,438)

NET INCOME                                        1,951,873         117,375       1,834,498
                                                               ------------    ------------    

CONSOLIDATED BALANCE, DECEMBER 31, 1997          12,871,381    $     71,135    $ 12,800,246    
                                                               ============    ============    
</TABLE>











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

                                                                           II-9
<PAGE>

ENEX CONSOLIDATED  PARTNERS, L.P.

STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31,1997 AND JUNE 30, 1997
AND FOR THE YEAR ENDED DECEMBER 31, 1996.              Predecesssor Partnerships
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Six Months Ended   Six Months       Year ended
                                                     December 31,       Ended          December 31,
                                                         1997        June 30, 1997        1996
                                                  -----------------  --------------  --------------
<S>                                                    <C>            <C>            <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                              $ 1,951,873    $ 1,511,178    $ 1,009,912
                                                        -----------    -----------    -----------

Adjustments to reconcile net income to net cash
   provided by operating activities
  Depreciation and depletion                                907,123      1,048,413      2,369,278
  Impairment of property                                       --             --        2,315,081
  Gain from sale of property                               (735,677)        (5,940)      (242,389)
(Increase) decrease in:
  Accounts receivable - oil & gas sales                      15,551        599,008       (699,380)
  Other current assets                                      (23,322)       172,568         23,729
Increase (decrease) in:
   Accounts payable                                         (11,236)      (401,102)        36,435
   Payable to general partner                                45,780         47,924     (1,348,665)
                                                        -----------    -----------    -----------

Total adjustments                                           198,219      1,460,871      2,454,089
                                                        -----------    -----------    -----------

Net cash provided by operating activities                 2,150,092      2,972,049      3,464,001
                                                        -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of properties                        915,539          5,940        526,600
    Property additions - development costs                 (565,601)      (106,789)    (1,026,456)
                                                        -----------    -----------    -----------

Net cash provided (used) by investing activities            349,938       (100,849)      (499,856)
                                                        -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                                    (2,310,678)    (2,841,709)    (2,744,270)
                                                        -----------    -----------    -----------

NET INCREASE IN CASH                                        189,352         29,491        219,875

CASH AT BEGINNING OF PERIOD                                 953,087        923,596        703,721
                                                        -----------    -----------    -----------

CASH AT END OF PERIOD                                   $ 1,142,439    $   953,087    $   923,596
                                                        ===========    ===========    ===========

NONCASH TRANSACTIONS  RESULTING FROM THE
CONSOLIDATION
   Decrease in Accounts Payable                         $ 1,871,700           --             --
   Adjustment to record property at Fair Market Value   $ 1,561,322           --             --

</TABLE>


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

                                      II-10
<PAGE>

ENEX CONSOLIDATED PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------



1.        PARTNERSHIP ORGANIZATION

 
          Enex Consolidated Partners,  L.P. (the "Company") was formed under the
          New Jersey  Uniform  Limited  Partnership  Law (1976) on June 30, 1997
          from  the  combination  of  thirty-four   Enex  Oil  and  Gas  Limited
          Partnerships,  consisting  of Enex  Program  I  Partners,  L.P.,  four
          partnerships   in  Enex  Oil  &  Gas  Income  Program  II,  the  eight
          partnerships in Enex Oil & Gas Income Program III, six partnerships in
          Enex Oil & Gas Income Program IV, the five  partnerships in Enex Oil &
          Gas Income  Program  V, Enex Oil & Gas  Income  Program VI - Series 1,
          L.P., the three partnerships in Enex Income and Retirement Fund, three
          partnerships  in Enex 88-89 Income and Retirement  Fund, and the three
          partnerships  in Enex 90-91 Income and Retirement  Fund  (collectively
          the "Predecessor Partnerships").
 
          The historical  information  presented in this Form 10-KSB consists of
          the cumulative  historical totals of the Predecessor  Partnerships for
          the year ended December 31, 1996 and for the six months ended June 30,
          1997.  The amounts for the six months ended  December 31, 1997 are the
          result of the operations of the Company.  The Consolidation  created a
          new accounting  basis in the carrying  value of property.  Oil and gas
          property was written down by $1,561,322 from the net carrying value of
          property in the combined Predecessor Partnerships.
 
          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 ...................         4.1%        95.9%
Costs of drilling and completing
  development wells ................................         4.1%        95.9%
Revenues from temporary investment of
  partnership capital ..............................          --          100%
Revenues from producing properties .................          4.1%       95.9%
Operating costs (including general and
  administrative costs associated with
  operating producing properties) ..................          4.1%       95.9%

          In addition to the above general partner inerest,  Enex has a 55.5008%
          limited partner interest in the Company.




                                     II-11

<PAGE>

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.  Under this
               method,  the  costs of all  development  wells  are  capitalized.
               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.

               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
               Predecessor  Partnerships  assessed  properties  on an  aggregate
               basis.  Upon adoption of SFAS 121, the  Predecessor  Partnerships
               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  $2,315,081  for  certain  oil  and gas
               properties  due to changes in the overall  market for the sale of
               oil and gas and significant decreases in the projected production
               from certain of the Company's oil and gas properties.

               The Company's  operating  interests in oil and gas properties are
               recorded  using the pro rata  consolidation  method  pursuant  to
               Interpretation 2 of Accounting Principles Board Opinion 18.

               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.



                                      II-12

<PAGE>


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-13

<PAGE>

Set  forth  below  is a  reconciliation  of  net  income  as  reflected  in  the
accompanying  financial  statements and net income (loss) for federal income tax
purposes for the year ended December 31, 1997:
<TABLE>
<CAPTION>
                                                                  Allocable to                
                                                            ------------------------   Per Limited
                                                             General      Limited      Partner Unit
                                             TOTAL           Partner      Partners     Outstanding
                                        --------------    ------------  ------------   ----------------
<S>                                        <C>             <C>           <C>            <C>    
Net income as reflected in the
     accompanying financial statements     $ 3,463,051     $  273,866    $ 3,189,185    $         3
Reconciling items:
  Intangible drilling costs capitalized
     for financial reporting purposes
     which were charged-off for federal
     income tax purposes                       (97,373)        (3,998)       (93,375)            (0)
Difference in gain on property sales for
     federal income tax purposes and
     the amount computed for financial
     reporting purposes                       (377,830)          --         (377,830)            (0)
Difference in depreciation and depletion
     computed for federal income tax
     purposes and the amount computed
     for financial reporting purposes          (11,269)       (15,564)         4,295              0
Other timing differences                    (2,787,155)      (195,830)    (2,591,325)            (3)
                                                                         -----------    -----------    

Net income (loss) for federal
   income tax purposes                      $  189,424       $ 58,474    $   130,950    $         0    
                                            ===========    ===========   ============   ============
</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 as reflected in
the accompanying  financial  statements and partners' capital for federal income
tax purposes as of December 31, 1997:
<TABLE>
<CAPTION>
                                                                   Allocable to                
                                                             ------------------------    Per Limited
                                                                General     Limited      Partner Unit
                                                TOTAL           Partner     Partners     Outstanding
                                              -----------    -----------  -----------  --------------
<S>                                             <C>              <C>            <C>             <C>
Partners' capital as reflected in the
     accompanying financial statements       $ 12,871,381     $  71,135    $ 12,800,246   $       12  
Reconciling items:
  Intangible drilling costs capitalized
     for financial reporting purposes
     which were charged-off for federal
     income tax purposes                       (5,733,247)     (521,110)     (5,212,137)          (5)
  Accumulated difference in property
      sales for financial reporting purposes
      and for federal income tax purposes        (705,279)       (7,105)       (698,174)           0
  Difference in accumulated depreciation,
     depletion and amortization for financial
     reporting purposes and tax purposes       17,653,897       (15,327)     17,669,224           16
  Commissions and syndication fees
     capitalized for income tax purposes       15,889,041          --        15,889,041           14
  Costs of consolidation                          485,435        48,544         436,891            0
  Consolidation of Partnerships                   310,378     1,372,540      (1,062,162)          (1)
  Other timing differences                     (3,413,248)       78,140      (3,491,388)          (3)
                                              ------------   ------------    ------------  ------------
Partners' capital for federal
     income tax purposes                       37,358,358       1,026,817    $ 36,331,541           33      $
                                              ============    ============    ============   ============   
</TABLE>

                                      II-14
<PAGE>



4.             SIGNIFICANT PURCHASERS

               Gulfmark Inc.  accounted for 11% of the Company's  total sales in
               1997.  Dreyfus  Energy,   Inc.,  Exxon  Company,   USA  and  Koch
               Hydrocarbons,  Inc. accounted for 14%, 14% and 10%, respectively,
               of  the  Company's  total  sales  in  1996.  No  other  purchaser
               individually accounted for more than 10% of such sales.

5.             LITIGATION SETTLEMENTS

               A Predecessor Partnership was named as a party to a suit filed by
               Texas  Crude,  Inc.  ("Texas  Crude").  In the suit,  Texas Crude
               sought to recover  legal and other  fees  totaling  $600,000.  In
               August 1993, a judgement  was granted in favor of Texas Crude for
               $414,203 plus interest by the 101st  Judicial  District  Court of
               Texas.  The  Partnership  recognized  a  contingent  liability at
               December 31, 1993 for $504,350.

               The Partnership appealed the verdict and filed a counterclaim for
               funds that were  wrongfully  withheld by Texas Crude. In December
               1994, the Fifth District Court of Appeals  reversed the judgement
               of the  trial  court  and  rendered  judgement  in  favor  of the
               Partnership,  in which the Partnership will recover $163,019 from
               Texas Crude plus interest. Accordingly, the contingent liability,
               initially recognized in 1993, was reversed in December 1994 and a
               receivable for $254,588 was established in 1994.

               Both the  Partnership  and Texas  Crude  have filed  Motions  for
               Rehearing,  which have been pending for several  years.  Interest
               has  accrued on the  receivable  balance at a rate of ten percent
               (10%) per annum. The accrued  receivable  balance at December 31,
               1997 was $338,860.
 
6.             PROPERTY TRANSACTIONS

               In 1996, the Predecessor Partnerships sold their interests in the
               Grass  Island,  Enexco  and  Comite  acquisitions  for  $235,000,
               $64,000 and $55,000, respectively.  Gains of $69,731, $61,648 and
               $21,649,   respectively  were  recognized  on  these  sales.  The
               Predecessor  Partnerships  also sold their  interests in the E.M.
               Lane  well  and the  Harper  #1 well  for  $57,970  and  $55,000,
               respectively.  Gains of $31,310 and $44,642,  respectively,  were
               recognized on these sales. The Predecessor Partnerships also sold
               their  interests in three other wells in 1996 for $59,630.  These
               sales  resulted  in a net  gain  of  $13,409  to the  Predecessor
               Partnerships.  The impact of these  sales on  current  and future
               revenues  is not  expected  to be  material,  as  such  interests
               represented less than 10% of historical and future net revenues.

               In 1997,  the  Company  sold its  interest in the North Buck Draw
               Unit for $857,120. A gain of $758,969 was recognized on the sale.
               The Company  sold its  interest in the  Mcbride  acquisition  for
               $56,306.  A loss of  $25,405  was  recognized  on the  sale.  The
               Company  also sold its interest in three other  acquisitions  for
               $8,053.  A net gain of $8,053 was  recognized by the Company from
               the  sales.  The  impact of these  sales on  current  and  future
               revenues  is not  expected  to be  material,  as  such  interests
               represented less than 10% of historical and future net revenues.


                                      II-15

<PAGE>


7.             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 during 1998.

8.             SUBSEQUENT EVENT

               In February 1998, Middle Bay Oil Company, Inc. ("Middle Bay"), an
               independent  oil and gas  producer,  announced a tender offer for
               all of the outstanding shares of Enex Resources Corporation,  the
               Company's  General  Partner.  The tender  offer was accepted by a
               majority of Enex's shareholders.



                                      II-16

<PAGE>


ENEX CONSOLIDATED PARTNERS, L.P.

SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1997
--------------------------------------------------------------------------------

Proved Oil and Gas Reserve Quantities (Unaudited)

The  following  presents  an estimate of the  Predecessor  Partnerships' and the
Company's proved oil and and gas reserve quantities and changes therein for each
of the two years in the period ended  December 31, 1997. Oil reserves are stated
in 'barrels ("BBLS") and natural gas in thousand cubic feet ("MCF").  All of the
Company's  reserves are located within the United States.  The number of Limited
Partners units outstanding is 1,102,631.
<TABLE>
<CAPTION>

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

<S>                                     <C>          <C>             <C>           <C>                
PROVED DEVELOPED AND
    UNDEVELOPED RESERVES:
January 1, 1996                         1,911,612              2     12,258,727             11

    Revisions of previous estimates       364,267           --        2,376,951              2
    Extensions and Discoveries              3,840           --          740,853              1
    Sales of minerals in place            (34,188)          --         (176,205)          --
    Production                           (368,484)          --       (1,865,875)            (2)
                                      -----------    -----------    -----------    -----------

December 31, 1996                       1,877,047              2     13,334,451             12

    Revisions of previous estimates      (358,975)            (1)      (437,247)          --
    Sales of minerals in place            (44,549)          --          (49,955)          --
    Production                           (323,231)          --       (1,765,438)            (2)
                                      -----------    -----------    -----------    -----------

December 31, 1997                       1,150,292              1     11,081,811             10
                                      ===========    ===========    ===========    ===========


PROVED DEVELOPED RESERVES:

January 1, 1996                         1,875,188              2     12,153,701             11
                                      ===========    ===========    ===========    ===========

December 31, 1996                       1,861,770              2     13,334,451             12
                                      ===========    ===========    ===========    ===========

December 31, 1997                       1,150,292              1     11,081,811             10
                                      ===========    ===========    ===========    ===========

</TABLE>






                                      II-17
<PAGE>


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

               Not Applicable


                                      II-18
<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 71, 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 60, 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 68,  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.

     Martin J. Freedman.  Mr. Freedman, age 73, 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

                                      III-1

<PAGE>


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 72, 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 44, 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  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.


                                      III-2

<PAGE>


     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.
 
     John J. Bassett.  Mr. Bassett,  age 39, is Middle Bay's President and Chief
Executive  Officer,  a position  he has held since  1992.  Mr.  Bassett has also
served as the Chairman of the Board of  Directors  of Middle Bay since 1992.  In
March  1998,  he was  named to the board of  directors  of Enex,  the  Company's
general partner. He has also served as President,  chief executive officer and a
director of Bay City Energy Group, Inc., a company that explores for oil and gas
in the United States and is a principal shareholder of Middle Bay.

     Stephen W. Herod. Mr. Herod, age 39, currently serves as Vice President for
Corporate Development and as director of Middle Bay, positions he has held since
July 1997.  In March 1998,  he was named to the board of directors of Enex,  the
Company's  general  partner.  From April 1992 to June 1997 Mr.  Herod  served as
President of Shore Oil Company,  a privately held  independent  exploration  and
production company, which was acquired by Middle Bay in June 1997.

     Gary  R.  Christopher.   Mr.  Christopher,   age  48,  is  the  Acquisition
Coordinator  for  Kaiser-Francis  Oil  Company,  a  position  he has held  since
February  1995.  In March 1998,  he was named to the board of directors of Enex,
the  Company's  general  partner.  From  January  1993  to  February  1995,  Mr.
Christopher  served as Senior Vice  President and Manager of Energy  Lending for
the  Bank of  Oklahoma,  which  he  continues  to  serve  as a  consultant.  Mr.
Christopher  has been a director of Middle Bay since May 1997. He also serves on
the board of Petrocorp  Incorporated and is a member of the Society of Petroleum
Engineers and the Society of Petroleum Evaluation Engineers.

     James A. Klein. Mr. Klein, age 35, joined the General Partner as Controller
in February 1991. In June 1993, he was appointed President and Principal of Enex
Securities  Corporation.  In  October  1997  he was  appointed  Chief  Financial
Officer,  Treasurer and Secretary of Enex.  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.

     Larry W. Morris.  Mr. Morris, age 48, joined the General Partner as Revenue
Accountant  in March 1984.  In May 1986 he was  appointed to Revenue  Accounting
Manager. In June 1990, he was appointed to Assistant Controller, then in October
1997 Mr.  Morris was  appointed  Controller.  From 1981 to 1984,  Mr. Morris was
employed with Inexco Oil Company as a revenue accountant. Prior to 1981, he was

                                      III-3

<PAGE>


employed in various accounting positions.  Mr. Morris holds a B.S. in accounting
from Western Kentucky University.

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  rent and other  overhead  on the basis of the
relative  direct time  charges.  The Company  and its  Predecessor  Partnerships
incurred $1,270,556 and $1,646,201 of such  administrative  costs payable to the
General Partner in 1997 and 1996, respectively.

Item 11.      Security Ownership of Certain Beneficial Owners and Management


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

       Limited Partner   Enex Resources       607,095         55.5088%


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.

     See  Item  Number  2 -  "Description  of  Property"  in this  report  for a
description of the properties  operated by Enex.  Enex operates such  properties
under the terms of a Joint Operating Agreement ("JOA"). Overhead charges allowed
to third  parties  under the JOA in  accordance  with the  Council of  Petroleum
Accountants  Societies are not charged to the Company. Such costs are considered
to be within the general and  administrative  overhead charges  allocated to the
Company.




                                      III-4

<PAGE>



Item 13.     Exhibits and Reports on Form 8-K
                                                                 Sequential
                                                                  Page No.
                                                                 --------------
             (a)  Exhibits



               (3) a.  Certificate  of  Limited  Partnership  of the  Company as
               currently in effect. Incorporated by reference to Exhibit 3(2) to
               the  Company's   Registration   Statement  on  Form  S-4  of  the
               Partnership (Registration No. 33-09953) filed with the Securities
               and Exchange Commission on March 19, 1997.

                    b.  Articles  of  Limited  Partnership  of  the  Company  as
                    currently in effect. Incorporated by reference to Appendix B
                    to the  Prospectus/Proxy  Statement that appeared as Exhibit
                    (3.2) to the  Company's  Registration  Statement  under  the
                    Securities  Exchange  Act of 1934 on Form 8-B filed with the
                    Securities and Exchange Commission on August 14, 1997.

               (4) Not Applicable

               (10) Not Applicable

               (11) Not Applicable

               (12) Not Applicable

               (13) Not Applicable

               (18) Not Applicable

               (19) Not Applicable

               (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 CONSOLIDATED PARTNERS, L.P.

                                            By:      ENEX RESOURCES CORPORATION
                                                      the General Partner


March 25, 1998                               By:      /s/   G. B. Eckley
                                                     --------------------------
                                                      G. B. Eckley, President


     In  accordance  with the Exchange Act, this report has been signed below on
March 25, 1998, 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
        ------------------------
             G. B. Eckley                    President, Chief Executive
                                             Officer and Director



         /s/ James A. Klein
        -------------------------
             James A. Klein                  Secretary, Treasurer, and Chief
                                             Financial Officer



         /s/ Larry W. Morris
        --------------------------
             Larry W. Morris                 Controller and Chief Accounting
                                             Officer










                                       S-1

<PAGE>


             /s/ John Bassett
            ---------------------------------
                 John Bassett                       Director


             /s/ Robert D. Carl, III
            ---------------------------------
                 Robert D. Carl, III                Director


             /s/ Gary R. Christopher
            ---------------------------------
                 Gary R. Christopher                Director


             /s/ Martin F. Freedman
            ---------------------------------
                 Martin F. Freedman                 Director


             /s/ Stephen W. Herod
            ---------------------------------
                 Stephen W. Herod                   Director


             /s/ William C. Hooper, Jr.
            ---------------------------------
                 William C. Hooper, Jr.             Director


             /s/ James T. Shorney
            ---------------------------------
                 James T. Shorney                   Director


             /s/ Stuart Strasner
            ---------------------------------
                 Stuart Strasner                    Director




                                       S-2