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


                                   FORM 10-QSB


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

                  For the quarterly period ended March 31, 1997

                                       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) 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

<PAGE>
                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
BALANCE SHEET
---------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                      MARCH 31,
ASSETS                                                  1997
                                                    -----------------
                                                     (Unaudited)
CURRENT ASSETS:
<S>                                                    <C>              
  Cash                                                 $      28,043    
  Accounts receivable - oil & gas sales                       39,051
                                                    -----------------

Total current assets                                          67,094
                                                    -----------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                       1,209,403
  Less  accumulated depletion                                918,792
                                                    -----------------

Property, net                                                290,611
                                                    -----------------


TOTAL                                                  $     357,705    
                                                    =================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                   $        1,262    
   Payable to general partner                                  7,367
                                                    -----------------

Total current liabilities                                      8,629
                                                    -----------------

PARTNERS' CAPITAL:
   Limited partners                                          339,443
   General partner                                             9,633
                                                    -----------------

Total partners' capital                                      349,076
                                                    -----------------

TOTAL                                                   $    357,705    
                                                    =================


Number of $500 Limited Partner units outstanding               2,884
</TABLE>





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

                                       I-1

<PAGE>
ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
(UNAUDITED)                            THREE MONTHS ENDED
                                -----------------------------------------

                                    MARCH 31,              MARCH 31,
                                      1997                   1996
                              --------------------   --------------------

REVENUES:
<S>                           <C>                    <C>                
  Oil and gas sales           $            49,599    $            21,183
                              --------------------   --------------------

EXPENSES:
  Depletion                                11,897                  8,231
  Impairment of property                        -                 49,409
  Production taxes                          1,828                  1,212
  General and administrative                7,064                  8,166
                              --------------------   --------------------

Total expenses                             20,789                 67,018
                              --------------------   --------------------

NET INCOME (LOSS)             $            28,810    $           (45,835)
                              ====================   ====================
</TABLE>





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


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

STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE THREE MONTHS ENDED MARCH 31, 1997
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                   PER $500
                                                                                                    LIMITED
                                                                                                    PARTNER
                                                          GENERAL              LIMITED             UNIT OUT-
                                      TOTAL               PARTNER             PARTNERS             STANDING
                               ------------------   ------------------    -----------------    -----------------

<S>              <C>           <C>                  <C>                       <C>                   <C>                       
BALANCE, JANUARY 1, 1996       $         370,091    $           7,613         $    362,478          $       126    

CASH DISTRIBUTIONS                       (24,807)              (4,511)             (20,296)                  (7)

NET INCOME (LOSS)                          7,001                8,283               (1,282)                   -
                               ------------------   ------------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1996               352,285               11,385              340,900                  119

CASH DISTRIBUTIONS                       (32,019)              (5,823)             (26,196)                 (10)

NET INCOME                                28,810                4,071               24,739                    9
                               ------------------   ------------------    -----------------    -----------------

BALANCE, MARCH 31, 1997        $         349,076    $           9,633        $     339,443 (1)      $       118    
                               ==================   ==================    =================    =================
</TABLE>


(1)  Includes 1,004 units purchased by the general partner as a limited partner.




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

<PAGE>
ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

(UNAUDITED)
                                                                  THREE MONTHS ENDED
                                                            ------------------------------------------

                                                               MARCH 31,                MARCH 31,
                                                                  1997                    1996
                                                          -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>                         <C>               
Net income (loss)                                         $           28,810          $       (45,835)  
                                                          -------------------      -------------------

Adjustments to reconcile net income (loss) to net cash
   provided by operating activities
  Depletion                                                           11,897                    8,231
  Impairment of property                                                   -                   49,409
(Increase) in:
  Accounts receivable - oil & gas sales                               (3,856)                  (7,360)
Increase (decrease) in:
   Accounts payable                                                     (740)                  (4,203)
   Payable to general partner                                          2,293                     (405)
                                                          -------------------      -------------------

Total adjustments                                                      9,594                   45,672
                                                          -------------------      -------------------

Net cash provided by operating activities                             38,404                     (163)
                                                          -------------------      -------------------




CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                                                (32,019)                       -
                                                          -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                        6,385                     (163)

CASH AT BEGINNING OF YEAR                                             21,658                      889
                                                          -------------------      -------------------

CASH AT END OF PERIOD                                     $           28,043           $          726   
                                                          ===================      ===================
</TABLE>



See accompanying notes to financial statements.
--------------------------------------------------------------------------
                                       I-4


<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.   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.

3.       A cash  distribution was made to the limited partners of the Company in
         the amount of $26,196  representing  net revenues  from the sale of oil
         and  gas  produced  from   properties   owned  by  the  Company.   This
         distribution was made on January 31, 1997.

4.       On April 7, 1997, the Company's  General  Partner mailed proxy material
         to the limited partners 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 proxy
         material.



                                       I-5

<PAGE>



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


First Quarter 1997 Compared to First Quarter 1996

Oil and gas  sales for the  first  quarter  increased  from  $21,183  in 1996 to
$49,599 in 1997.  This  represents  an  increase  of $28,416 or 134%.  Oil sales
increased by $4,005 or 116%. A 114% increase in oil production  increased  sales
by $3,927.  A 1% increase in the average net oil sales price  increased sales by
an additional $78. Gas sales increased by $24,411 or 137%. A 46% increase in gas
production  increased  sales by $8,211,  while a 62% increase in average net gas
sales  prices  increased  sales by an  additional  $16,200.  The increase in oil
production  was  primarily a result of a  successful  workover  performed in the
Shana  acquisition.  The increase in gas  production was primarily the result of
additional  wells drilled on the Pecan Island  acquisition in 1996. The increase
in  average  net oil price was  primarily  due to higher  prices in the  overall
market  for the  sale of oil  partially  offset  by  higher  operating  expenses
incurred on the Shana acquisition, from which the Company receives a net profits
royalty.  The increase in average net gas price was primarily a result of higher
gas  prices  in the  overall  market  for the  sale of gas  coupled  with  lower
operating  expenses  incurred on the Barnes Estate  acquisition,  from which the
Company receives a net profits royalty.

Depletion  expense increased from $8,231 in the first quarter of 1996 to $11,897
in the first quarter of 1997. This  represents an increase of $3,666 (45%).  The
changes in production, noted above, caused depletion to increase by $4,618. This
increase was partially  offset by a 7% decrease in the depletion  rate. The rate
decrease was  primarily  due to an upward  revision of the gas  reserves  during
December 1996.

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 from $8,166 in the first quarter
of 1996 to $7,064 in the first quarter of 1997. This decrease of $1,102 (13%) is
primarily  due to less  staff  time  being  required  to  manage  the  Company's
operations in 1997.

                                       I-6

<PAGE>




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 1996 to 1997 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  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, 1996 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.



                                       I-7

<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 March 31, 1997.


                                      II-1

<PAGE>

                                  SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto 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




May 11, 1997                                      By: /s/ James A. Klein
                                                     -------------------
                                                          James A. Klein
                                                       Controller and Chief
                                                        Accounting Officer