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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, 1996

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from...............to...............

                         Commission file number 0-19626

                        ENEX 90-91 INCOME AND RETIREMENT
                              FUND - Series 3, L.P.
                 (Name of small business issuer in its charter)

             New Jersey                                76-0299900
   (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. $ 261,484

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified  date within
the past 60 days (See  definition  of  affiliate  in Rule 12b-2 of the  Exchange
Act):

                                 Not Applicable

                      Documents Incorporated By Reference:

                                      None

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<PAGE>
                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1996
             ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.


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



       1    Description of Business                              I-1

       2    Description of Property                              I-3

       3    Legal Proceedings                                    I-4


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


                                  Part II
                                  ---------


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

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

       7    Financial Statements and Supplementary
            Data                                                II-3

       8    Changes In and Disagreements With Accountants
            on Accounting and Financial Disclosure              II-13


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


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

      10    Executive Compensation                              III-3

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

      12    Certain Relationships and Related
            Transactions                                        III-4

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

            Signatures                                           S-1


<PAGE>



                                     PART I


Item 1.      Description of Business

General

             Enex  90-91  Income  and  Retirement  Fund - Series  3,  L.P.  (the
"Company")  was formed  under the New Jersey  Uniform  Limited  Partnership  Act
(1976) on February  22, 1990 and  commenced  operations  on October 4, 1991 with
aggregate subscriptions of $1,087,545, $1,076,670 of which was received from 250
limited  partners,   including   investors  whose   distributions  from  earlier
partnerships   sponsored  by  the  Company's  general  partner,  Enex  Resources
Corporation ("Enex") were automatically invested in the Company.

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

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

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

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

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



                                       I-1

<PAGE>



Marketing

             The  marketing  of oil  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 production and  distribution  and other matters  affecting the
availability of a ready market. All of these factors are extremely volatile.

             Enron Oil Trading &  Transportation  Company  accounted for 100% of
the Company's oil sales in both 1996 and 1995.  Although the Company  marketed a
significant   portion  of  its  sales  to  the  above  noted  company,   such  a
concentration  does not pose a significant  risk due to the commodity  nature of
the Company's products.

Environmental and Conservation Regulation

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

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

Tax Laws

             The  operations  of the Company are affected by the federal  income
tax laws  contained  in the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").  In general,  the limited  partners of the Company will generate income
from the receipt of royalties and net profits  interests and will be entitled to
a depletion  deduction.  Net income,  if any, will generally be characterized as
portfolio  income  under  the Code and  will be  taxed  in the  same  manner  as
dividends and interest.

             Partnerships with interests that are "publicly traded" are taxed as
corporations unless at least 90% of their income is "qualifying income." 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 within
the meaning of section 7704(d) of the Code. Therefore, the Company should not be
affected by the publicly traded partnership rules.

                                       I-2

<PAGE>



Item 2.      Description of Property

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

             CHARLOTTE  acquisition.  Net profits royalty  interests in 11 wells
located in Atascosa County,  Texas were purchased for $965,174 effective January
1, 1992 and March 1, 1992.  The Charlotte  acquisition  is operated by HCM Corp.
The  Company  owns a 39.5%  net  profits  royalty  interest  in the wells in the
Charlotte acquisition at December 31, 1996.

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

Oil Reserves

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

Net Oil Production

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

                                                     1996               1995
                                                     ----              ----
Crude oil and condensate (Bbls)                       29,711            30,330

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

                                                       1996              1995
                                                       ----              ----
Average sales price per barrel of oil            $      8.80        $     5.31


                                       I-3

<PAGE>




Item 3.      Legal Proceedings

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


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

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



                                       I-4

<PAGE>



                                     PART II


Item 5.      Market for Common Equity and Related Security Holder Matters


Market Information

             There is no  established  public  trading  market for the Company's
outstanding limited partnership interests.



Number of Equity Security Holders

                                                  Number of Record Holders
     Title of Class                               (as of March 1, 1997)
   -----------------                           ---------------------------


General Partner's Interests                                 1

Limited Partnership Interests                              224



Dividends

          The  Company  made cash  distributions  to partners of $69 and $52 per
$500  investment  in  1996  and  1995,  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 1997.


                                      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 sales  increased to $261,484 in 1996 from $161,018 in 1995. This
represents  an increase  of  $100,466 or 62%. A 66%  increase in the average net
sales price increased  revenues by $103,753.  This increase was partially offset
by a 2% decrease in  production.  The decrease in  production  was primarily the
result of natural  production  declines.  The  increase in the average net sales
price corresponds with higher prices in the overall market for the sale of oil.

            Depletion expense decreased to $60,898 in 1996 from $78,402 in 1995.
This  represents a decrease of $17,504 or 22%. The changes in production,  noted
above, reduced depletion expense by $1,597. A 21% decrease in the depletion rate
reduced  depletion  expense  by an  additional  $15,907.  The  decrease  in  the
depletion  rate was due  primarily to an upward  revision of the oil reserves in
December 1996.

            General and  administrative  expenses  increased  to $41,954 in 1996
from $28,603 in 1995.  This increase of $13,351 or 47% was primarily due to more
staff time being required to manage the Company's operations.


Capital Resources and Liquidity


            Cash flow from  operations  is a direct  result of the amount of the
net proceeds realized from the sale of oil and gas production.  Accordingly, the
change in cash flow from 1995 to 1996 was  primarily  due to the  changes in oil
sales, as described above. It is the general  partner's  intention to distribute
substantially  all  of  the  Company's  available  net  cash  flow  provided  by
operating, financing and investing activities to the Company's partners.

            The Company will continue to recover its reserves and  distribute to
the partners the net proceeds  realized  from the sale of oil  production  after
payment of its debt  obligations.  The Company plans to repay the amount owed to
the general  partner in 1997.  Distributions  increased from 1995 to 1996 due to
the higher revenues received in 1996, as noted above.  Distribution  amounts are
subject  to  change  if  net  revenues  are  greater  or  less  than   expected.
Nonetheless,  the general  partner  believes the Company  will  continue to have
sufficient  cash flow to fund  operations  and to maintain a regular  pattern of
distributions.

                                      II-2

<PAGE>





Item 7.      Financial Statements and Supplementary Data



INDEPENDENT AUDITORS' REPORT


The Partners
Enex 90-91 Income and Retirement Fund Series 3, L.P.:


We have  audited  the  accompanying  balance  sheet  of Enex  90-91  Income  and
Retirement  Fund - Series 3,  L.P.  (a New  Jersey  limited  partnership)  as of
December 31, 1996, and the related statement of operations,  change in partners'
capital,  and cash flows for each of the two years in the period ended  December
31, 1996.  These  financial  statements  are the  responsibility  of the general
partner  of  Enex  90-91  Income  and  Retirement  Fund -  Series  3,  L.P.  Our
responsibility is to express an opinion on the financial statements based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position of Enex 90-91 Income and  Retirement  Fund -
Series 3, L.P. at December  31, 1996 and the results of its  operations  and its
cash flow for each of the two years in the period ended  December  31, 1996,  in
conformity with generally accepted accounting principles.


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1997

                                      II-3

<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

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

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

CURRENT ASSETS:
<S>                                                     <C>
  Cash                                                  $             54,195
  Accounts receivable - oil sales                                     50,721
                                                        ---------------------

Total current assets                                                 104,916
                                                        ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
     mineral interests                                               962,796
  Less  accumulated depletion                                        478,018
                                                        ---------------------

Property, net                                                        484,778
                                                        ---------------------

TOTAL                                                   $            589,694
                                                        =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                     $              2,374
   Payable to general partner                                          4,249
                                                        ---------------------

Total current liabilities                                              6,623
                                                        ---------------------

PARTNERS' CAPITAL:
   Limited partners                                                  572,312
   General partner                                                    10,759
                                                        ---------------------

Total partners' capital                                              583,071
                                                        ---------------------

TOTAL                                                   $            589,694
                                                        =====================
</TABLE>



Number of $500 Limited Partner units outstanding                       2,175


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

                                      II-4

<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

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


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

REVENUES:
<S>                                       <C>                   <C>
  Oil sales                               $    261,484          $     161,018
                                          -------------    -------------------

EXPENSES:
  Depletion and amortization                    67,423                 87,103
  General and administrative:
    Allocated from general partner              39,294                 28,177
    Direct expense                               2,660                    426
                                          -------------    -------------------

Total expenses                                 109,377                115,706
                                          -------------    -------------------

INCOME FROM OPERATIONS                         152,107                 45,312
                                          -------------    -------------------

OTHER INCOME:
  Interest income                                    -                    120
                                          -------------    -------------------

NET INCOME                                $    152,107         $       45,432
                                          =============    ===================

</TABLE>



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

                                      II-5

<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

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

<S>                           <C>            <C>                  <C>                  <C>
BALANCE, JANUARY 1, 1995      $  680,729     $           8,952    $         671,777    $             309

CASH DISTRIBUTIONS              (124,179)              (12,417)            (111,762)                 (52)

NET INCOME                        45,432                13,253               32,179                   15
                            -------------    ------------------   ------------------   ------------------

BALANCE, DECEMBER 31, 1995       601,982                 9,788              592,194                  272

CASH DISTRIBUTIONS              (171,018)              (20,982)            (150,036)                 (69)

NET INCOME                       152,107                21,953              130,154                   60
                            -------------    ------------------   ------------------   ------------------

BALANCE, DECEMBER 31, 1996    $  583,071     $          10,759    $         572,312 (1)$             263
                            =============    ==================   ==================   ==================
</TABLE>



(1)  Includes 118 units purchased by the general partner as a limited partner.




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

<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

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

                                                           1996             1995
                                                     ------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>               <C>
Net income                                           $   152,107       $    45,432
                                                     ------------     -------------

Adjustments to reconcile net income to net cash
   provided by operating activities
  Depletion and amortization                              67,423            87,103
(Increase) decrease in:
  Accounts receivable - oil & gas sales                  (14,090)            3,665
Increase (decrease) in:
  Accounts payable                                         1,022            (1,507)
  Payable to general partner                              (3,234)            3,872
                                                     ------------     -------------

Total adjustments                                         51,121            93,133
                                                     ------------     -------------

Net cash provided by operating activities                203,228           138,565
                                                     ------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                  (171,018)         (124,179)
                                                     ------------     -------------

NET INCREASE IN CASH                                      32,210            14,386

CASH AT BEGINNING OF PERIOD                               21,985             7,599
                                                     ------------     -------------

CASH AT END OF PERIOD                                $    54,195      $     21,985
                                                     ============     =============
</TABLE>



See accompanying notes to financial statements.
-----------------------------------------------------------------------
                                      II-7

<PAGE>

ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

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

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



1.           PARTNERSHIP ORGANIZATION

             Enex  90-91  Income  and  Retirement  Fund - Series  3,  L.P.  (the
             "Company"), a New Jersey limited partnership,  commenced operations
             on  October  4, 1991 for the  purpose  of  acquiring  non-operating
             interests  in  producing  oil  properties.  Total  limited  partner
             contributions were $1,087,545,  of which $10,875 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  $104,549  for
             solicited   subscriptions   to  Enex  Securities   Corporation,   a
             subsidiary of Enex, and reimbursed Enex for  organization  expenses
             of approximately $44,000.

             The Company owns only  non-operating  interests  in  producing  oil
             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 Properties - The Company used 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

                                      II-8

<PAGE>



             periodically assessed for impairments.

             The Financial  Accounting  Standards Board has issued  Statement of
             Financial Accounting Standard ("SFAS") No. 121, "Accounting for the
             Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be
             Disposed  Of," which  requires  certain  assets to be reviewed  for
             impairment  whenever events or circumstances  indicate the carrying
             amount may not be  recoverable.  Prior to this  pronouncement,  the
             Company assessed properties on an aggregate basis. Upon adoption of
             SFAS 121, the Company began  assessing  properties on an individual
             basis,   wherein  total   capitalized  costs  may  not  exceed  the
             property's  fair  market  value.  The  fair  market  value  of each
             property was determined by H. J. Gruy and Associates,  ("Gruy"). To
             determine the fair market value, Gruy estimated each property's oil
             and gas reserves,  applied certain assumptions  regarding price and
             cost  escalations,  applied  a 10%  discount  factor  for  time and
             certain  discount  factors for risk,  location,  type of  ownership
             interest, category of reserves,  operational  characteristics,  and
             other factors.

             Organization  Costs - Organization  costs are being  amortized on a
             straight-line basis over a five-year period.

             Cash Flows - The  Company  has  presented  its cash flows using the
             indirect method and considers all highly liquid investments with an
             original maturity of three months or less to be cash equivalents.

             General and  Administrative  Expenses - The Company  reimburses the
             General Partner for direct costs and administrative  costs incurred
             on its behalf.  Administrative  costs  allocated to the Company are
             computed  on a cost  basis in  accordance  with  standard  industry
             practices  by  allocating  the time spent by the General  Partner's
             personnel  among  all  projects  and by  allocating  rent and other
             overhead on the basis of the relative direct time charges.

             Uses of Estimates - The preparation of the financial  statements in
             conformity with generally accepted  accounting  principles requires
             management  to make  estimates  and  assumptions  that  affect  the
             reported  amounts  of assets  and  liabilities  and  disclosure  of
             contingent  assets  and  liabilities  at the date of the  financial
             statements and the reported  amounts of revenue and expenses during
             the  reporting  periods.  Actual  results  could  differ from these
             estimates.

3.           FEDERAL INCOME TAXES

             General - The Company is not a taxable  entity for  federal  income
             tax purposes. Such taxes are liabilities of the individual partners
             and the  amounts  thereof  will vary  depending  on the  individual
             situation of each partner.  Accordingly,  there is no provision for
             income taxes in the accompanying financial statements.


                                      II-9

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


                                                                                   Allocable to                    Per $500
                                                                    -------------------------------------
                                                                                                                    Limited
                                                                          General            Limited             Partner Unit
                                                      TOTAL               Partner           Partners              Outstanding
                                               ------------------   ------------------  -----------------    ---------------------
Net income as reflected in the
<S>                                            <C>                  <C>                   <C>                           <C>
 accompanying financial statements             $         152,107    $          21,953     $      130,154                $     60
Reconciling item:
  Difference in depletion and
     amortization computed for
     federal income tax purposes
     and the amount computed for
     financial reporting purposes                        (44,020)                   -            (44,020)                    (20)
                                               ------------------   ------------------  -----------------    ---------------------

Net income for federal
   income tax purposes                         $         108,087    $          21,953     $       86,134               $      40
                                               ==================   ==================  =================    =====================
</TABLE>


Net income 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, 1996:
<TABLE>
<CAPTION>


                                                                                   Allocable to                    Per $500
                                                                    -------------------------------------
                                                                                                                    Limited
                                                                          General            Limited             Partner Unit
                                                      TOTAL               Partner           Partners              Outstanding
                                               ------------------   ------------------  -----------------    ---------------------
Partners' capital as reflected in the
<S>                                            <C>                  <C>                      <C>                       <C>
 accompanying financial statements             $         583,071    $          10,759        $   572,312               $      263
Reconciling items:
  Difference in accumulated
     depletion and amortization
     for financial reporting and
     federal income tax purposes                           3,718                    -              3,718                        2
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                                 104,549                    -            104,549                       48
                                               ------------------   ------------------  -----------------    ---------------------

Partners' capital for federal
     income tax purposes                       $         691,338    $          10,759       $    680,579              $      313
                                               ==================   ==================  =================    =====================
</TABLE>

                                      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 in 1997.

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

             Enron Oil Trading &  Transportation  Company  accounted for 100% of
             the Company's oil sales in both 1996 and 1995.


                                      II-11

<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

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

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

<TABLE>
<CAPTION>

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


PROVED DEVELOPED AND
    UNDEVELOPED RESERVES:

<S>                                                <C>                      <C>
January 1, 1995                                    255,340                  106

   Revisions of previous estimates                  (4,975)                  (2)
   Production                                      (30,330)                 (13)
                                            ---------------   ------------------

December 31, 1995                                  220,035                   91

  Revisions of previous estimates                   46,051                   19
  Production                                       (29,711)                 (12)
                                            ---------------   ------------------

December 31, 1996                                  236,375                   98
                                            ===============   ==================




PROVED DEVELOPED RESERVES:

January 1, 1995                                    255,340                  106
                                            ===============   ==================

December 31, 1995                                  220,035                   91
                                            ===============   ==================

December 31,  1996                                 236,375                   98
                                            ===============   ==================

</TABLE>



                                      II-12

<PAGE>


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

             Not Applicable

                                      II-13

<PAGE>



                                    PART III

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

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

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

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

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


                                      III-1

<PAGE>



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

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

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

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

                                      III-2

<PAGE>



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.

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

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

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

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

Item 10.      Executive Compensation

              The Company has no Directors or executive officers.

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

              The Company  reimburses  the General  Partner for direct costs and
administrative  costs incurred on its behalf.  Administrative costs allocated to
the Company are computed on a cost basis in accordance  with  standard  industry
practices by allocating the time spent by the General Partner's  personnel among
all  projects  and by  allocating  rent and other  overhead  on the basis of the
relative direct time charges. The Company

                                      III-3

<PAGE>



incurred $39,294 and $28,177 of such administrative costs payable to the General
Partner in 1996 and 1995, respectively.

Item 11.      Security Ownership of Certain Beneficial Owners and Management

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


 Limited Partner     Enex Resources                118             5.4258%


Item 12.      Certain Relationships and Related Transactions

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


Item 13.     Exhibits and Reports on Form 8-K

                                                                      Sequential
                                                                        Page No.

(a)      Exhibits

             (3)       a.  Certificate  of  Limited  Partnership,   as  amended.
                       Incorporated   by   reference  to  Exhibit  3(a)  to  the
                       Company's  Annual  Report on Form 10-K for the year ended
                       December 31, 1991.

                  b.   Amended Agreement of Limited Partnership.Incorporated by
                       reference to Exhibit 3(a) to Post-Effective Amendment
                       No. 1 to the Registration Statement on Form S-1
                      (No. 33-33742) of Enex 90-91 Income and Retirement Fund
                       filed with the Securities and Exchange Commission on
                       April 26, 1990.

             (4)  Not Applicable

            (10)  Not Applicable

            (11)  Not Applicable

            (12)  Not Applicable

            (13)  Not Applicable

                                                III-4

<PAGE>



            (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 90-91 INCOME AND RETIREMENT
                                      FUND - SERIES 3, L.P.

                                      By:    ENEX RESOURCES CORPORATION
                                              the General Partner



March 18, 1997                          By:     /s/   G. B. Eckley
                                              -------------------
                                                      G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed below on March 18, 1997,  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

<PAGE>

                                   /s/ Robert D. Carl, III

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

                                       Robert D. Carl, III       Director



                                   /s/ Martin J. Freedman

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

                                       Martin J. Freedman        Director


                                   /s/ William C. Hooper, Jr.

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

                                       William C. Hooper, Jr.    Director


                                   /s/ Tom Shorney

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

                                       Tom Shorney               Director


                                   /s/ Stuart Strasner

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

                                       Stuart Strasner           Director



                                       S-2
<PAGE>