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

   
                                   FORM 10-KSB/A
    

                                   (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>

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

BALANCE SHEET, DECEMBER 31, 1995
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ASSETS
<TABLE>
<CAPTION>
                                                                    1995
                                                             -------------
CURRENT ASSETS:
<S>                                                          <C>         
  Cash                                                       $     21,985
  Accounts receivable - oil & gas sales                            36,631
                                                             -------------

Total current assets                                               58,616
                                                             -------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities           962,796
  Less  accumulated depreciation and depletion                    417,116
                                                             -------------

Property, net                                                     545,680
                                                             -------------

ORGANIZATION COSTS
(Net of accumulated amoritzation of $36,981)                        6,521
                                                             ------------


TOTAL                                                        $    610,817
                                                             =============

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                          $      1,352
   Payable to general partner                                       7,483
                                                             -------------

Total current liabilities                                           8,835
                                                             -------------


PARTNERS' CAPITAL:
   Limited partners                                               592,194
   General partner                                                  9,788
                                                             -------------

Total partners' capital                                           601,982
                                                             -------------

TOTAL                                                        $    610,817
                                                             =============

   
Number of $500 Limited Partner units outstanding                    2,175
    

</TABLE>




See accompanying notes to financial statements.
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                                      II-4
<PAGE>

     Martin J. Freedman.  Mr. Freedman, age 71, 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 70, 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 42, 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
    

                                     III-2

<PAGE>

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 38, 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 32, 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  incurred $27,335 and $34,009 of such
administrative   costs  payable  to  the  General  Partner  in  1995  and  1994,
respectively.

    

                                      III-3

<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