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

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


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

   
                                   FORM 10-KSB/A
                                  AMENDMENT III
    

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

                   For the fiscal year ended December 31, 1995

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

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

                         Commission file number 0-19626

                        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

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

-------------------------------------------------------------------------------
<PAGE>

                                     PART II


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


Market Information

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



Number of Equity Security Holders

                                          Number of Record Holders
               Title of Class               (as of March 1, 1996)

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


          General Partner's Interests                 1

          Limited Partnership Interests              228



Dividends

          The  Company  made cash  distributions  to partners of $52 and $32 per
$500  investment  in  1995  and  1994,  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 1996.


                                      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 $161,018 in 1995 from $127,305 in 1994. This
represents  an  increase  of $33,713 or 26%. A 40%  increase  in the average net
sales price increased revenues by $46,102. This increase was partially offset by
a 10% decrease in  production.  The decrease in  production  was  primarily  the
result of natural  production  declines.  The  increase in the average net sales
price is a result of costs  incurred in 1994 to drill a replacement  well on the
Charlotte  acquisition,  in which the Company  receives a net  profits  royalty,
coupled with higher prices in the overall market for the sale of oil.

            Depletion expense decreased to $78,402 in 1995 from $89,795 in 1994.
This  represents a decrease of $11,393 or 13%. The changes in production,  noted
above,  reduced depletion expense by $8,645. A 3% decrease in the depletion rate
reduced depletion expense by an additional $2,748. The decrease in the depletion
rate was due primarily to relatively  higher  production  from properties with a
lower  depletion  rate,  partially  offset  by a  downward  revision  of the oil
reserves in 1995.

            General and  administrative  expenses  increased  to $28,603 in 1995
from  $27,726 in 1994.  This  increase of $877 or 3% was  primarily  due to more
staff time being required to manage the Company's  operations,  partially offset
by a $5,396  decrease  in direct  costs  incurred  by the  Company in 1995.  The
decrease  in direct  expenses  was due to lower audit and tax  preparation  fees
incurred by the Company in 1995.


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 1994 to 1995 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 1996.  Distributions  increased from 1994 to 1995 due to
the higher revenues received in 1995, 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, 1995, 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, 1995.  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, 1995 and the results of its  operations  and its
cash flow for each of the two years in the period ended  December  31, 1995,  in
conformity with generally accepted accounting principles.


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1996

                                      II-3

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

BALANCE SHEET, DECEMBER 31, 1995
------------------------------------------------------------------------------

ASSETS
                                                                      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 amortization of $51,207)                            6,521
                                                                 -------------

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

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

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

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

PARTNERS' CAPITAL (DEFICIT):
   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.
------------------------------------------------------------------------------

                                      II-4
    
<PAGE>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                  1995                  1994
                                          -------------------    -------------------

REVENUES:
<S>                                       <C>                       <C>                
  Oil sales                               $          161,018        $       127,305    
                                          -------------------    -------------------

EXPENSES:
  Depletion and amortization                          87,103                 98,495
  General and administrative:
    Allocated from general partner                    28,177                 21,904
    Direct expense                                       426                  5,822
                                          -------------------    -------------------

Total expenses                                       115,706                126,221
                                          -------------------    -------------------

INCOME FROM OPERATIONS                                45,312                  1,084
                                          -------------------    -------------------

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

NET INCOME                                $           45,432         $        1,084  
                                          ===================    ===================
</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, 1995
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                         PER $500
                                                                                         LIMITED
                                                                                         PARTNER
                                                   GENERAL              LIMITED         UNIT OUT-
                               TOTAL               PARTNER             PARTNERS          STANDING
                            -------------    ------------------   ------------------   -----------

<S>                          <C>             <C>                  <C>                  <C>           
BALANCE, JANUARY 1, 1994     $   757,224     $           6,751    $         750,473    $      345    

CASH DISTRIBUTIONS               (77,579)               (7,758)             (69,821)          (32)

NET INCOME (LOSS)                  1,084                 9,959               (8,875)           (4)
                            -------------    ------------------   ------------------   -----------

BALANCE, DECEMBER 31, 1994       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 (1)$      272    
                            =============    ==================   ==================   ===========

</TABLE>


(1)  Includes 85 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, 1995
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             1995                    1994
                                                     -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>                          <C>             
Net income                                           $           45,432           $        1,084  
                                                     -------------------      -------------------

Adjustments to reconcile net income to net cash
   provided by operating activities
  Depletion and amortization                                     87,103                   98,495
Decrease in:
  Accounts receivable - oil & gas sales                           3,665                    2,691
Increase (decrease) in:
  Accounts payable                                               (1,507)                   1,855
  Payable to an affiliated limited partner                            -                  (17,045)
  Payable to general partner                                      3,872                  (11,247)
                                                     -------------------      -------------------

Total adjustments                                                93,133                   74,749
                                                     -------------------      -------------------

Net cash provided by operating activities                       138,565                   75,833
                                                     -------------------      -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Property credits                                                  -                    2,378
                                                     -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                         (124,179)                 (77,579)
                                                     -------------------      -------------------

NET INCREASE IN CASH                                             14,386                      632

CASH AT BEGINNING OF PERIOD                                       7,599                    6,967
                                                     -------------------      -------------------

CASH AT END OF PERIOD                                $           21,985            $       7,599  
                                                     ===================      ===================

</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, 1995

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



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   periodically   assessed  for
             impairments.

                                      II-8

<PAGE>



             The Financial  Accounting  Standards Board has issued  Statement of
             Financial   Accounting  Standards  No.  121,  "Accounting  for  the
             impairment  of Long Lived  Assets and for  Long-Lived  Assets to Be
             Disposed Of." This statement  requires that  long-lived  assets and
             certain  identifiable  intangibles  held and used by the Company be
             reviewed for impairment whenever events or changes in circumstances
             indicate  that  the  carrying   amount  of  an  asset  may  not  be
             recoverable.

             The Company has not determined the effect, if any, on its financial
             position  or  results  of  operations  which  may  result  from the
             adoption of this statement in the first quarter of 1996.

             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
             contigent  assets  and  liabilities  at the  date of the  financial
             statements and the reported  amounts of revenue and expenses during
             the  reporting  periods.  Actual  results  could  differ from these
             estimates.

3.           FEDERAL INCOME TAXES

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


                                      II-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, 1995:
<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             $          45,432    $          13,253         $   32,179        $      15   
Reconciling item:
  Difference in depletion and
     amortization computed for
     federal income tax purposes
     and the amount computed for
     financial reporting purposes                        (16,320)                   -            (16,320)              (7)
                                               ------------------   ------------------  -----------------   --------------

Net income for federal
   income tax purposes                         $          29,112    $          13,253        $    15,859       $        8   
                                               ==================   ==================  =================   ==============
</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, 1995:
<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             $         601,982    $           9,788      $     592,194       $      272     
Reconciling items:
  Difference in accumulated
     depletion and amortization
     for financial reporting and
     federal income tax purposes                          47,738                    -             47,738               22
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                                 104,549                    -            104,549               48
                                               ------------------   ------------------  -----------------    -------------

Partners' capital for federal
     income tax purposes                       $         754,269    $           9,788     $      744,481       $      342     
                                               ==================   ==================  =================    =============

</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 1996.

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 1995 and 1994.


                                      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, 1995
--------------------------------------------------------------------
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, 1995.  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, 1994                                 220,707                   91

   Revisions of previous estimates               68,194                   29
   Production                                   (33,561)                 (14)
                                          --------------   ------------------

December 31, 1994                               255,340                  106

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

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




PROVED DEVELOPED RESERVES:

January 1, 1994                                 220,707                   91
                                          ==============   ==================

December 31, 1994                               255,340                  106
                                          ==============   ==================

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

</TABLE>






                                      II-12

<PAGE>

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

             Not Applicable

                                      II-13

<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



   
December 23, 1996                       By:     /s/   G. B. Eckley
                                              -------------------
                                                      G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed below on December 23, 1996,  by the following  persons in the  capacities
indicated.     


ENEX RESOURCES CORPORATION             General Partner


By:  /s/      G. B. Eckley

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


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


              G. B. Eckley


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


              R. E. Densford


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

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

              James A. Klein



                                       S-1

<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>