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 0-16550

             ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
     (Exact name of small business issuer as specified in its charter)

          New Jersey                                           76-0222815
(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 2, L.P.
BALANCE SHEET
----------------------------------------------------------------------------

                                                           September 30,
ASSETS                                                          1996
                                                       ---------------------
                                                            (Unaudited)
CURRENT ASSETS:
<S>                                                    <C>
  Cash                                                 $             17,983
  Accounts receivable - oil & gas sales                              26,063
                                                       ---------------------

Total current assets                                                 44,046
                                                       ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                              1,209,403
  Less  accumulated depletion                                       899,682
                                                       ---------------------

Property, net                                                       309,721
                                                       ---------------------


TOTAL                                                  $            353,767
                                                       =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                    $                  6
   Payable to general partner                                         3,486
                                                       ---------------------

Total current liabilities                                             3,492
                                                       ---------------------



PARTNERS' CAPITAL:
   Limited partners                                                 337,785
   General partner                                                   12,490
                                                       ---------------------

Total partners' capital                                             350,275
                                                       ---------------------

TOTAL                                                  $            353,767
                                                       =====================

Number of $500 Limited Partner units outstanding                      2,884

</TABLE>


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

                                       I-1
<PAGE>
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 2, 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                $       22,743   $          24,270    $          74,017    $           64,774
                                  ----------------  ------------------   ------------------   -------------------

EXPENSES:
  Depletion                                 3,063              13,794               19,206                28,640
  Impairment of assets                          -                   -               49,409                     -
  Production taxes                          1,311               2,008                4,353                 3,140
  General and administrative                5,744               7,002               20,865                23,189
                                  ----------------  ------------------   ------------------   -------------------

Total expenses                             10,118              22,804               93,833                54,969
                                  ----------------  ------------------   ------------------   -------------------

INCOME (LOSS)  FROM OPERATIONS             12,625               1,466              (19,816)                9,805
                                  ----------------  ------------------   ------------------   -------------------

OTHER INCOME:
  Gain from sale of property                    -              15,286                    -                15,286
                                  ----------------  ------------------   ------------------   -------------------

NET INCOME (LOSS)                   $      12,625   $          16,752    $         (19,816)   $           25,091
                                  ================  ==================   ==================   ===================
</TABLE>



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

                                       I-2
<PAGE>
   
<TABLE>
<CAPTION>
ENEX INCOME AND RETIREMENT FUND - SERIES 2, 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         $         468,976      $           8,581      $         460,395      $             160

CASH DISTRIBUTIONS                        (131,319)               (13,132)              (118,187)                   (41)

NET INCOME                                  43,023                  9,421                 33,602                     12
                                -------------------    -------------------    -------------------   --------------------

BALANCE, DECEMBER 31, 1994                 380,680                  4,870                375,810                    131

CASH DISTRIBUTIONS                         (24,707)                (2,471)               (22,236)                    (8)

NET INCOME                                  14,118                  5,214                  8,904                      3
                                -------------------    -------------------    -------------------   --------------------

BALANCE, DECEMBER 31, 1995                 370,091                  7,612                362,479                    126

NET INCOME                                 (19,816)                 4,878                (24,694)                    (9)
                                -------------------    -------------------    -------------------   --------------------

BALANCE, SEPTEMBER 30, 1996      $         350,275      $          12,490      $         337,785 (1)  $             117
                                ===================    ===================    ===================   ====================
</TABLE>


(1)  Includes 994 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 2, 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 (loss)                                           $          (19,816)        $         25,091
                                                            -------------------      -------------------

Adjustments to reconcile net income (loss) to net cash
   provided by operating activities
  Depletion                                                             19,206                   28,640
  Impairment of property                                                49,409                        -
  Gain from sale of property                                                 -                  (15,286)
Increase (decrease) in:
  Accounts receivable - oil & gas sales                                 (9,688)                   4,048
  Accounts receivable - affiliated partnerships                              -                     (340)
  Other current assets                                                       -                  (20,000)
(Decrease) in:
   Accounts payable                                                     (4,655)                  (3,033)
   Payable to general partner                                          (17,362)                 (18,032)
                                                            -------------------      -------------------

Total adjustments                                                       36,910                  (24,003)
                                                            -------------------      -------------------

Net cash provided by operating activities                               17,094                    1,088
                                                            -------------------      -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property                                            -                   20,000
                                                            -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                                                        -                  (24,708)
                                                            -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                         17,094                   (3,620)

CASH AT BEGINNING OF YEAR                                                  889                    7,677
                                                            -------------------      -------------------

CASH AT END OF PERIOD                                       $           17,983          $         4,057
                                                            ===================      ===================
</TABLE>


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

                                       I-3
<PAGE>

ENEX INCOME AND RETIREMENT FUND - SERIES 2, 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.  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 $49,409 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  decreased  to  $22,743  in 1996 from
$24,270 in 1995.  This represents a decrease of $1,527 (6%). Oil sales increased
by $2,807 (105%).  A 17% increase in oil production  increased  sales by $467. A
75% increase in the average net oil sales price increased sales by an additional
$2,340.  Gas sales  decreased by $4,334 (20%).  A 51% decrease in gas production
decreased sales by $11,018. This decrease was partially offset by a 65% increase
in the average net gas sales price. The increase in oil production was primarily
a result  of  higher  production  from the Pecan  Island  acquisition  which had
additional  wells  drilled on it in 1996.  The  decrease in gas  production  was
primarily due to lower  production from the Corinne  acquisition  which had been
shut- in for  over-production  in the third  quarter  of 1996,  and due to lower
production from the East Cameron acquisition, which was shut-in for workovers in
the third  quarter of 1996.  The  increase  in average  net oil sales  price was
primarily the result of relatively  higher  production  from  properties  with a
higher oil sales price,  and due to higher prices in the overall  market for the
sale of oil. The increase in the average net gas sales price was  primarily  due
to relatively  higher  production from the properties with relatively higher gas
sales price coupled with higher prices in the overall market for the sale gas.

Depletion  expense decreased to $3,063 in the third quarter of 1996 from $13,794
in the third quarter of 1995. This represents an decrease of $10,731 (78%).  The
changes in  production,  noted above,  caused  depletion  expense to decrease by
$5,922,  while a 61% decrease in the depletion rate reduced depletion expense by
an additional  $4,809. The rate decrease was primarily due to an upward revision
of the oil reserves  during December 1995 and the lower property basis resulting
from the  recognition of a $49,409  property  impairment in the first quarter of
1996,  partially  offset  by a  downward  revision  of the gas  reserves  during
December 1995.

General and  administrative  expenses decreased to $5,744 in 1996 from $7,002 in
1995.  This  decrease of $1,258 (18%) 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  increased  to $74,017 in 1996 from
$64,774  in 1995.  This  represents  an  increase  of  $9,243  (14%).  Oil sales
decreased by $3,275 (22%). A 41% decrease in oil production reduced oil sales by
$6,123.  This decrease was partially offset by a 32% increase in the average net
oil sales price.  Gas sales  increased by $12,518  (25%).  A 36% increase in the
average  net oil sales  price  increased  sales by $16,288.  This  increase  was
partially  offset by a, 8%  decrease  in gas  production.  The  decrease  in oil
production  was  primarily a result of the sale of the Garcia wells in the Shana
acquisition, effective July 1995, partially offset by higher production from the
Pecan Island  acquisition  which had additional wells drilled on it in 1996. The
decrease in gas production was primarily due to natural production declines. The
increases in average net oil and gas sales prices  correspond with higher prices
in the overall market for the sale of oil and gas.

                                       I-6

<PAGE>




Depletion  expense  decreased  to $19,206 in the first nine  months of 1996 from
$28,640 in the first nine months of 1995.  This  represents a decrease of $9,434
(33%).  The changes in  production,  noted above,  caused  depletion  expense to
decrease  by  $4,000,  while a 22%  decrease  in the  depletion  rate  decreased
depletion expense by an additional  $5,434.  The rate decrease was primarily due
to an upward  revision of the oil reserves  during  December  1995 and the lower
property basis resulting from the recognition of a $49,409  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 $49,409 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 $20,865 in 1996 from $23,189 in
1995.  This  decrease of $2,324 (10%) is primarily  due to less staff time being
required to manage the Company's operations.

Account receivable - oil and gas sales are  disproportionately  high in relation
to oil and gas sales as the revenues from the Corinne field were withheld by the
purchaser due to a gas balancing dispute.

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

                                       I-7

<PAGE>



   
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 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 2, 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>