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


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


                     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 33-34348-05

                              ENEX OIL & GAS INCOME PROGRAM V - Series 5, L.P.
                 (Name of small business issuer in its charter)

           New Jersey                                        76-0303887
       (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. $470,696

            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                      523



Dividends

          The  Company  paid cash  distributions  to partners of $62 and $60 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   totaled   $470,696  and  $498,727  in  1995  and  1994,
respectively. This represents a decrease of $28,031 or 6%. A 13% decrease in oil
production due to natural production declines reduced oil sales by $67,381. This
decrease was  partially  offset by a 9% increase in the average oil sales price.
The  increase in the average oil sales  price  corresponds  with  changes in the
overall market for the sale of oil.

            Lease  operating  expenses were $191,617 or 41% of sales in 1995 and
$178,134 or 36% of sales in 1994.  The  increase of $13,483 or 8% was  primarily
due to workover costs incurred in 1995 to acidize the Standard Trust #12 and the
Steinhauser #1 wells. A workover was also attempted on the  Steinhauser #6 which
was unsuccessful and the well was plugged and abandoned in the second quarter of
1995. These levels of expenses are considered  higher than normal by the general
partner.  The higher levels are  primarily  due to water  treatment and disposal
costs on the Muldoon acquisition.

            Depreciation and depletion expense was $134,858 in 1995 and $187,296
in  1994.  This  represents  a  decrease  of  $52,438  or 28%.  The  decline  in
production,  noted  above,  decreased  depreciation  and  depletion  expense  by
$25,210. A 17% decrease in the depletion rate reduced depreciation and depletion
expense  by an  additional  $27,228.  The  decrease  in the  depletion  rate was
primarily due to an upward revision of the oil reserves during 1995.

            General and administrative expenses were $75,090 in 1995 as compared
with $67,600 in 1994.  The increase of $7,490 or 11% was  primarily  due to more
staff time being required to manage the Company's  operations,  partially offset
by a $4,367 decrease in direct expenses incurred by the Company.

Capital Resources and Liquidity

   
            The  Company's  cash flow from  operations is a direct result of the
amount of net proceeds from the sale of oil production. Accordingly, the changes
in cash flow are primarily due to the changes in oil sales. The Company plans to
repay  the  amount  owed to the  general  partner  in  1996.  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.  Distributions  increased  slightly  from  1994  to 1995 as
revenues remained relatively constant.
    

            The Company will continue to recover its reserves and  distribute to
the limited  partners,  the net proceeds  realized  from the sale of oil and gas
production.  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 flows to fund  operations and to
maintain a regular pattern of distributions.

            At December 31, 1995,  the Company had no material  commitments  for
capital  expenditures.  The Company does not intend to engage in any significant
developmental drilling activity.

                                      II-2

<PAGE>



Item 7.      Financial Statements and Supplementary Data


INDEPENDENT AUDITORS' REPORT


The Partners
Enex Oil & Gas Income
  Program V - Series 5, L.P.:


We have audited the accompanying  balance sheet of Enex Oil & Gas Income Program
V - Series 5, L.P. (a New Jersey limited  partnership)  as of December 31, 1995,
and the related statement of operations,  changes 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 Oil &
Gas Income Program V Series 5, L.P. Our  responsibility is to express an opinion
on the financial statements based on our audit.

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 Oil & Gas Income Program V - Series 5,
L.P. at December 31, 1995 and the results of its  operations  and its cash flows
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 OIL & GAS INCOME PROGRAM V - SERIES 5, L.P.

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

ASSETS
                                                                      1995
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $      50,792
  Accounts receivable - oil & gas sales                                41,372
  Other current assets                                                  2,847
                                                                --------------

Total current assets                                                   95,011
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             1,184,198
  Less  accumulated depreciation and depletion                        616,145
                                                                --------------

Property, net                                                         568,053
                                                                --------------

ORGANIZATION COSTS
(Net of accumulated amortization of $36,131)                           13,138
                                                                 -------------


TOTAL                                                           $     676,202
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $      31,933
   Payable to general partner                                           9,985
                                                                --------------

Total current liabilities                                              41,918
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   616,129
   General partner                                                     18,155
                                                                --------------

Total partners' capital                                               634,284
                                                                --------------

TOTAL                                                           $     676,202
                                                                ==============


Number of $500 Limited Partner units outstanding                        2,463
</TABLE>



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

                                      II-4
    


<PAGE>

ENEX OIL & GAS INCOME PROGRAM V - SERIES 5, L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------



1.           PARTNERSHIP ORGANIZATION

             Enex Oil & Gas Income Program V - Series 5, L.P. (the "Company"), a
             New Jersey limited  partnership,  commenced operations on April 30,
             1992, for the purpose of acquiring  proved oil and gas  properties.
             Total  limited  partner  contributions  were  $1,231,732,  of which
             $12,317 was contributed by Enex Resources Corporation ("Enex"), the
             general partner.

             In  accordance  with the  partnership  agreement,  the Company paid
             commissions  and due  diligence  expenses of $110,299 for solicited
             subscriptions to Enex Securities Corporation, a subsidiary of Enex,
             and  reimbursed  Enex for  organization  expenses of  approximately
             $49,269.

             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%
             Costs of drilling and completing
               development wells                            10%         90%
             Revenues from temporary investment of
               partnership capital                                     100%
             Revenues from producing properties             10%         90%
             Operating costs (including general and
               administrative costs associated with
               operating producing properties)              10%         90%

             At the point in time  when the cash  distributions  to the  limited
             partners  equal  their  subscriptions  ("payout"),   the  costs  of
             drilling and completing  development wells, revenues from producing
             properties,  general and  administrative  costs and operating costs
             will be allocated 15% to the general partner and 85% to the limited
             partners.



                                      II-8

<PAGE>



2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Oil and Gas  Properties - The Company uses the  successful  efforts
             method of  accounting  for its oil and gas  operations.  Under this
             method,  the  costs  of  all  development  wells  are  capitalized.
             Capitalized costs are amortized on the  units-of-production  method
             based on estimated total proved reserves.  The acquisition costs of
             improved oil and gas properties are  capitalized  and  periodically
             assessed for impairment.

             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.

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

             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>



4.           PAYABLE TO GENERAL PARTNER

             The payable to general  partner  primarily  consists of general and
             administrative  expenses  allocated  to the  Company by the general
             partner for its ongoing  operations and is expected to be repaid in
             1996.


5.           SIGNIFICANT PURCHASERS

             Conoco, Inc. accounted for 100% and 94% of the Company's total oil
             sales in 1995 and 1994, respectively.




                                      II-11

<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 OIL AND GAS INCOME PROGRAM V -
                                             SERIES 5, 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