United States
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


   
                                FORM 10-QSB/A
    


           [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended September 30, 1996

                                    OR

          [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

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

                      Commission file number 0-16549

             ENEX INCOME AND RETIREMENT FUND - SERIES 1, L.P.
     (Exact name of small business issuer as specified in its charter)

          New Jersey                                           76-0222813
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                      Suite 200, Three Kingwood Place
                           Kingwood, Texas 77339
                 (Address of principal executive offices)

                        Issuer's telephone number:
                              (713) 358-8401

         Check whether the issuer (1) has 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

Transitional Small Business Disclosure Format (Check one):

                                 Yes        No x


<PAGE>


                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
   
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 1, L.P.
BALANCE SHEET
-------------------------------------------------------------------------------

                                                              September 30,
ASSETS                                                             1996
                                                          ---------------------
                                                               (Unaudited)
CURRENT ASSETS:
<S>                                                       <C>
  Cash                                                    $              6,500
  Receivable from affiliated limited partnership                           136
  Accounts receivable - oil & gas sales                                 15,294
                                                          ---------------------

Total current assets                                                    21,930
                                                          ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                                 1,148,114
  Less depletion                                                       829,570
                                                          ---------------------

Property, net                                                          318,544
                                                          ---------------------


TOTAL                                                     $            340,474
                                                          =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                       $                 13
   Payable to general partner                                          125,631
                                                          ---------------------

Total current liabilities                                              125,644
                                                          ---------------------

PARTNERS' CAPITAL:
   Limited partners                                                    203,126
   General partner                                                      11,704
                                                          ---------------------

Total partners' capital                                                214,830
                                                          ---------------------

TOTAL                                                     $            340,474
                                                          =====================

Number of $500 Limited Partner units outstanding                         2,736
</TABLE>
    

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

                                       I-1
<PAGE>
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 1, L.P.
STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------------------------


(UNAUDITED)                          QUARTER ENDED                         NINE MONTHS ENDED
                                ------------------------------------    ----------------------------------------

                                September 30,        September 30,        September 30,         September 30,
                                    1996                  1995                 1996                  1995
                                ---------------    -----------------    -----------------    -------------------

REVENUES:
<S>                               <C>              <C>                  <C>                  <C>
  Oil and gas sales               $     17,709     $         15,422     $         44,579     $           58,276
                                ---------------    -----------------    -----------------    -------------------

EXPENSES:
  Depletion                              7,185                9,932               24,126                 27,525
  Impairment of property                     -                    -               50,639                      -
  Production taxes                         823                  894                2,226                  1,799
  General and administrative             5,236                6,284               18,960                 20,908
                                ---------------    -----------------    -----------------    -------------------

Total expenses                          13,244               17,110               95,951                 50,232
                                ---------------    -----------------    -----------------    -------------------

INCOME (LOSS) FROM OPERATIONS            4,465               (1,688)             (51,372)                 8,044
                                ---------------    -----------------    -----------------    -------------------

OTHER INCOME:
Interest income                              0                   15                    0                     15
Gain on sale of property                     0               37,624                    0                 37,624
                                ---------------    -----------------    -----------------    -------------------

Total other income                           0               37,639                    0                 37,639
                                ---------------    -----------------    -----------------    -------------------

NET INCOME (LOSS)                $       4,465     $         35,951     $        (51,372)    $           45,683
                                ===============    =================    =================    ===================
</TABLE>



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

                                       I-2
<PAGE>
   
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 1, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
-------------------------------------------------------------------------
                                                                                                           PER $500
                                                                                                           LIMITED
                                                                                                           PARTNER
                                                              GENERAL                LIMITED              UNIT OUT-
                                        TOTAL                 PARTNER               PARTNERS               STANDING
                                -------------------   --------------------   --------------------   -------------------

<S>                              <C>                    <C>                    <C>                    <C>
BALANCE, JANUARY 1, 1994         $         312,869      $           4,967      $         307,902      $            113

CASH DISTRIBUTIONS                         (74,475)                (7,447)               (67,028)                  (25)

NET INCOME (LOSS)                             (669)                 5,049                 (5,718)                   (2)
                                -------------------   --------------------   --------------------   -------------------

BALANCE, DECEMBER 31, 1994                 237,725                  2,569                235,156                    86

CASH DISTRIBUTIONS                         (10,133)                (1,015)                (9,118)                   (3)

NET INCOME                                  38,610                  7,810                 30,800                    11
                                -------------------   --------------------   --------------------   -------------------

BALANCE, DECEMBER 31, 1995                 266,202                  9,364                256,838                    94

NET INCOME (LOSS)                          (51,372)                 2,340                (53,712)                  (20)
                                -------------------   --------------------   --------------------   -------------------

BALANCE, SEPTEMBER 30, 1996      $         214,830      $          11,704      $         203,126 (1)  $             74
                                ===================   ====================   ====================   ===================
</TABLE>


(1)  Includes 349 units purchased by the general partner as a limited partner.





See accompanying notes to financial statements.
---------------------------------------------------------------------------
                                                                      I-3
    

<PAGE>
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 1, L.P.
STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------------------------

(UNAUDITED)
                                                                 NINE MONTHS ENDED
                                                     --------------------------------------------

                                                        September 30,            September 30,
                                                             1996                    1995
                                                     -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>                         <C>
Net income                                           $          (51,372)         $        45,683
                                                     -------------------      -------------------

Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depletion                                                      24,126                   27,525
  (Gain) on sale of property                                          -                  (37,624)
  Impairment of property                                         50,639                        -
(Increase) in:
  Accounts receivable - oil & gas sales                            (805)                  (3,579)
                                                                                               -
  Other current assets                                                -                  (42,338)
(Decrease) in:
   Accounts payable                                              (3,758)                  (3,012)
   Payable to general partner                                   (12,963)                 (30,042)
                                                     -------------------      -------------------

Total adjustments                                                57,239                  (89,070)
                                                     -------------------      -------------------

Net cash provided (used) by operating activities                  5,867                  (43,387)
                                                     -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of property                                      -                   42,338
                                                     -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                                                 -                  (10,133)
                                                     -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                   5,867                  (11,182)

CASH AT BEGINNING OF YEAR                                           633                   11,971
                                                     -------------------      -------------------

CASH AT END OF PERIOD                                $            6,500          $           789
                                                     ===================      ===================
</TABLE>


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

                                       I-4

<PAGE>

ENEX INCOME AND RETIREMENT FUND - SERIES 1, L.P.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.       The  interim  financial   information  included  herein  is  unaudited;
         however,  such information reflects all adjustments  (consisting solely
         of  normal  recurring   adjustments)  which  are,  in  the  opinion  of
         management,  necessary  for a fair  presentation  of  results  for  the
         interim periods.

2.       On August 9, 1996, the Company's General Partner submitted  preliminary
         proxy material to the Securities  Exchange Commission with respect to a
         proposed  consolidation  of the Company with 33 other  managed  limited
         partnerships.  On November  13,  1996,  the Company  submitted  amended
         preliminary   proxy   material   to  the  SEC  with   respect  to  this
         consolidation.  The terms and conditions of the proposed  consolidation
         are set forth in such preliminary proxy material.

   
3.   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.  In the first  quarter  of 1996,  the
     Company recognized a non-cash  impairment  provision of $50,639 for certain
     oil and gas properties due to changes in the overall market for the sale of
     oil and gas and  significant  decreases in the  projected  production  from
     certain of the Company's oil and gas properties.
    

                                                      I-5

<PAGE>



Item 2.            Management's Discussion and Analysis or Plan of Operation.

Third Quarter 1995 Compared to Third Quarter 1996

Oil and gas  sales for the  third  quarter  increased  to  $17,709  in 1996 from
$15,442 in 1995. This represents a decrease of $2,287 (15%). Oil sales increased
by $656 (12%). A 29% increase in oil production  increased sales by $1,629. This
increase was partially  offset by a 13% decrease in the average oil sales price.
Gas sale  increased  by $1,631 or 17%. A 67%  increase  in the average gas sales
price  increased  sales by $4,565.  This increase was partially  offset by a 29%
decrease in gas production.  The increase in oil production was primarily due to
higher  production from the Pecan Island  acquisition which had additional wells
drilled on it in 1996.  The decrease in gas production was primarily a result of
the sale of the  Garcia  wells in the Shana  acquisition,  effective  July 1995,
coupled with natural production declines. The decrease in average net oil prices
were a result of higher  operating  costs  incurred on the Company's net profits
royalty  properties,  especially the Larto  acquisition  which  incurred  higher
operating costs in the third quarter of 1996,  partially offset by higher prices
in the overall  market for the sale of oil and gas.  The increase in average net
gas prices  corresponding  with higher prices in the overall market for the sale
of gas.

Depletion  expense  decreased to $7,185 in the third quarter of 1996 from $9,932
in the third quarter of 1995. This represents a decrease of $2,747 (28%). An 18%
decrease in the production rate reduced  depleted  expense by $1,543,  while the
production  decreases,  noted above,  reduced depletion by an additional $1,204.
This rate  decrease is  primarily  the result of a downward  revision of the gas
reserves  during  December 1995, and the lower property basis resulting from the
recognition of a $50,639 property impairment in the first quarter of 1996.

General and  administrative  expenses decreased to $5,236 in 1996 from $6,284 in
1995.  This  decrease of $1,048 (17%) is primarily  due to less staff time being
required to manage the Company's operations.

First Nine Months in 1995 Compared to First Nine Months in 1996

Oil and gas sales for the first nine  months  decreased  to $44,579 in 1996 from
$58,276  in 1995.  This  represents  a  decrease  of  $13,697  (24%).  Oil sales
decreased by $13,568 (45%).  A 17% decrease in oil  production  reduced sales by
$5,062.  A 34% decrease in the average net oil sales price  reduced  sales by an
additional  $8,506.  Gas  sales  decreased  by $129.  A 6%  decrease  in the gas
production  reduced sales by $1,767.  This decrease was partially offset by a 6%
increase in the average gas sales price  received.  The decreases in oil and gas
production  were primarily a result of the sale of the Garcia wells in the Shana
acquisition,  effective July 1995, coupled with natural production declines. The
decrease  in  average  net oil  price was a result  of  higher  operating  costs
incurred on the Company's net profits royalty  properties,  especially the Larto
acquisition  which incurred higher operating costs in 1996,  partially offset by
higher prices in the overall market for the sale of oil. The increase in average
net gas price  corresponds with higher prices in the overall market for the sale
of gas.


                                                      I-6

<PAGE>



Depletion  expense  decreased  to $24,126 in the first nine  months of 1996 from
$27,525 in the first nine months of 1995.  This  represents a decrease of $3,399
(12%).  A 1% decrease in the depletion rate reduced  depletion  expense by $268,
while the decreases in production,  noted above, reduced depletion expense by an
additional $3,131. The decrease in the depletion rate is primarily the result of
an  upward  revision  of the oil  reserves  during  December  1995 and the lower
property basis resulting from the recognition of a $50,639  property  impairment
in the first quarter of 1996, partially offset by a downward revision of the gas
reserves during December 1995.

   
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.  In the first quarter of 1996,
the Company  recognized a non-cash  impairment  provision of $50,639 for certain
oil and gas  properties due to changes in the overall market for the sale of oil
and gas and  significant  decreases in the projected  production from certain of
the Company's oil and gas properties.
    

General and administrative expenses decreased to $18,960 in 1996 from $20,908 in
1995.  This  decrease of $1,948 (9%) is  primarily  due to less staff time being
required to manage the Company's operations.


CAPITAL RESOURCES AND LIQUIDITY

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

The  Company  discontinued  the payment of  distributions  during  1995.  Future
distributions  are dependent  upon,  among other  things,  an increase in prices
received for oil and gas. The Company will  continue to recover its reserves and
distribute  to the limited  partners the net proceeds  realized form the sale of
oil and gas  production.  Distribution  amounts  are  subject  to  change if net
revenues  are  greater or less than  expected.  The  Company  does not intend to
purchase additional properties or fund extensive development of existing oil and
gas properties, and as such; has no long-term
    

                                                      I-7

<PAGE>



   
liquidity needs. The Company's projected cash flows from operations will provide
sufficient funding to pay its operating expenses and debt obligations.  Based on
the December  31, 1995  reserve  report  prepared by Gruy,  there  appears to be
sufficient future net revenues to pay all obligations and expenses.  The General
Partner  does not intend to  accelerate  the  repayment  of the debt  beyond the
Company's cash flow provided by operating,  financing and investing  activities.
Future  periodic  distributions  will be made once  sufficient  net revenues are
accumulated.
    

On August 9, 1996, the Company's  General Partner  submitted  preliminary  proxy
material  to the  Securities  Exchange  Commission  with  respect  to a proposed
consolidation  of the Company with 33 other  managed  limited  partnerships.  On
November 13, 1996, the Company submitted  amended  preliminary proxy material to
the SEC with  respect to this  consolidation.  The terms and  conditions  of the
proposed consolidation are set forth in such preliminary proxy material.

                                                      I-8


<PAGE>



                           PART II. OTHER INFORMATION

         Item 1.   Legal Proceedings.

                   None

         Item 2.   Changes in Securities.

                   None

         Item 3.   Defaults Upon Senior Securities.

                   Not Applicable

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

                   Not Applicable

         Item 5.   Other Information.

                   Not Applicable

         Item 6.   Exhibits and Reports on Form 8-K.

                   (a)  There are no exhibits to this report.

                   (b)  The Company filed no reports on Form 8-K during the
                        quarter ended September 30, 1996

                                      II-1

<PAGE>



                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                         ENEX INCOME AND RETIREMENT
                                            FUND - SERIES 1, L.P.
                                                 (Registrant)



                                         By:ENEX RESOURCES CORPORATION
                                                General Partner



                                         By: /s/ R. E. Densford
                                                 R. E. Densford
                                           Vice President, Secretary
                                         Treasurer and Chief Financial
                                                    Officer




   
December 23, 1996                           By: /s/ James A. Klein
                                               -------------------
                                 James A. Klein
                                              Controller and Chief
                                               Accounting Officer
    


<PAGE>