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

   
                                   FORM 10-KSB/A
                                  AMENDMENT II
    

                                   (Mark One)
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 1995

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

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

                         Commission file number 0-19626

                        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. $161,018

            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>
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 1995 and 1994.  Although  the  Company  marketed  a
significant  portion  of  its  sales  to  the  above  noted  companies,  such  a
concentration  does not pose a significant  risk due to the commodity  nature of
the Company's products.

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 less from
other  sources.  As  stated  in  Item  5 of  this  Annual  Report,  there  is no
established  public  trading  market  for  the  Company's  limited   partnership
interests. In addition, the Company derives more than 90% of its income from oil
and gas activities,  which  constitutes  qualifying income within the meaning of
section  7704(d) of the Code.  Therefore,  the Company should not be affected by
the publicly traded partnership rules.
    

                                      I-2

<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



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


                  In  accordance  with the  Exchange  Act,  this report has been
signed  below on November 7, 1996,  by the following  persons in the capacities
indicated.
    


ENEX RESOURCES CORPORATION             General Partner


By:  /s/      G. B. Eckley

             ------------------------
              G. B. Eckley, President


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


              G. B. Eckley


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


              R. E. Densford


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

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

              James A. Klein



                                       S-1