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

                                   FORM 10-KSB

     (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, 1996

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

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

                         Commission file number 0-15434

                              ENEX OIL & GAS INCOME
                          PROGRAM III - Series 2, L.P.
                 (Name of small business issuer in its charter)

                 New Jersey                           76-0179824
       (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. $ 221,436

          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

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<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1996
               ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.


Item No.                Part I                                      Page
---------              ----------                                 -------



        1      Description of Business                               I-1

        2      Description of Property                               I-3

        3      Legal Proceedings                                     I-5

        4      Submission of Matters to a Vote
               of Security Holders                                   I-5


                       Part II
                      -----------


        5      Market for Common Equity and
               Related Security Holder Matters                      II-1

        6      Management's Discussion and Analysis
               or Plan of Operations                                II-2

        7      Financial Statements and Supplementary
               Data                                                 II-4

        8      Changes In and Disagreements With Accountants
               on Accounting and Financial Disclosure               II-14

                      Part III
                     -------------


        9      Directors, Executive Officers, Promoters and
               Control Persons; Compliance With Section 16(a)
               of the Exchange Act                                  III-1

       10      Executive Compensation                               III-3

       11      Security Ownership of Certain
               Beneficial Owners and Management                     III-4

       12      Certain Relationships and Related
               Transactions                                         III-4

       13      Exhibits and Reports on Form 8-K                     III-4

               Signatures                                            S-1


<PAGE>



                                     PART I
Item 1.        Description of Business

General

               Enex  Oil  & Gas  Income  Program  III  -  Series  2,  L.P.  (the
"Company")  was formed  under the New Jersey  Uniform  Limited  Partnership  Law
(1976) on March 20, 1986 and  commenced  operations  on  November  20, 1986 with
aggregate  subscriptions  of  $2,135,224,  $2,113,872 of which was received from
2,011 limited partners,  including  investors whose  distributions  from earlier
partnerships   sponsored  by  the  Company's  general  partner,  Enex  Resources
Corporation ("Enex"), were automatically invested in the Company.

               The  Company is engaged in the oil and gas  business  through the
ownership of various interests in producing oil and gas properties,  as detailed
in Item 2, below. If warranted,  the Company may further develop its oil and gas
properties.  However,  the  Company  does not  intend to  engage in  significant
drilling activities. Such activities may be conducted, however, as an incidental
part of the management of producing  properties or with a view toward  enhancing
the  value of  producing  properties.  In no event  will the  Company  engage in
exploratory  drilling,  or use any of the limited partners' net revenues to fund
exploratory  drilling  activities.  Any developmental  drilling will be financed
primarily  through third party borrowing or with funds provided from operations.
The expenses of drilling,  completing  and equipping  and operating  development
wells are allocated 90% to the limited  partners and 10% to the general partner.
See  Note  1 to  the  Financial  Statements  for  information  relating  to  the
allocation  of costs and revenues  between the limited  partners and the general
partner. The Company's operations are concentrated in a single industry segment.

               The  Company  owns  royalty  interests  in  certain  oil  and gas
properties.  A "royalty  interest" is an interest  retained by the lessor in the
lease and payable out of 100% of proceeds before  deducting any other interests.
The  Company  also owns  overriding  royalty  interests  in certain  oil and gas
properties.  An "overriding royalty interest" is an interest in a property which
was carved out of the working  interest  that is not  subject to most  operating
costs associated with the property.  The Company also owns working  interests in
certain  oil and gas  properties.  A  "working  interest"  is a  portion  of the
operating interest which is subject to most of the costs associated with a well.

               The  principal  executive  office of the Company is maintained at
Suite 200, Three Kingwood Place, Kingwood,  Texas 77339. The telephone number at
this office is (713) 358-8401. The Company has no regional offices.

     The Company has no employees.  On March 1, 1997, Enex and its  subsidiaries
employed 23 persons.

Marketing

               The  marketing of oil and gas produced by the Company is affected
by a number of factors which are beyond the Company's control,  the exact nature
of which cannot be accurately predicted.  These factors include the quantity and
price of crude oil imports,  fluctuating  supply and demand,  pipeline and other
transportation facilities, the marketing of competitive fuels, state and federal
regulation of oil and gas

                                       I-1

<PAGE>



production and  distribution  and other matters  affecting the availability of a
ready market. All of these factors are extremely volatile.

               Amoco Production Company and Exxon Corporation  accounted for 20%
and 13%,  respectively,  of the Company's total sales in 1996.  Amoco Production
Company and Exxon Corporation  accounted for 24% and 13%,  respectively,  of the
Company's  total sales in 1995. No other  purchaser  individually  accounted for
more than 10% of such sales. Although the Company marketed a significant portion
of its sales to the above noted companies,  such reliance is not deemed material
by the general partner due to the commodity nature of the Company's products.

               The  operators of the  Company's  properties  are noted in Item 2
below.  Although a significant portion of the Company's properties were operated
by a limited number of operators, this concentration does not pose a significant
risk since the Company's rights are secured by joint operating agreements.

Environmental and Conservation Regulation

               State  regulatory  authorities in the states in which the Company
owns  producing  properties  are  empowered to make and enforce  regulations  to
prevent waste of oil and gas and to protect correlative rights and opportunities
to produce  oil and gas as between  owners of a common  reservoir.  Each of such
regulatory  authorities  also  regulates  the amount of oil and gas  produced by
assigning allowable rates of production,  which may be increased or decreased in
accordance  with supply and demand.  Requirements  regarding the  prevention and
clean-up of  pollution  and  similar  environmental  matters are also  generally
applicable.  The costs,  if any, the Company may incur in this regard  cannot be
predicted.

               The  existence of such  regulations  has had no material  adverse
effects on the Company's  operations to date, and the cost of compliance has not
yet been material.  There are no material administrative or judicial proceedings
arising under such laws or regulations pending against the Company.  The Company
is unable to assess or predict the impact that compliance with environmental and
pollution  control  laws  and  regulations  may have on its  future  operations,
capital expenditures, earnings or competitive position.

Tax Laws

               The  operations of the Company are affected by the federal income
tax laws  contained  in the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"). Under the Code, generally, the Company will report income from the sale
of oil and gas,  against  which it may deduct its  ordinary  business  expenses,
depletion, depreciation and intangible drilling and development costs.

               It is anticipated that most of the Company's income, if any, will
be from a  "passive  activity"  for  purposes  of the Code.  A passive  activity
includes an  activity in which the  taxpayer  does not  materially  participate,
including the ownership of a limited partnership  interest,  such as an interest
in the Company.  "Passive  income,"  however,  does not include portfolio income
(i.e. dividends,  interest,  royalties,  etc.). Although taxpayers generally may
not deduct  losses or use tax credits  derived  from  passive  activities  in an
amount  greater than their income  derived from such  activities,  if and to the
extent that the Company generates passive income, it will be available to offset
the limited partners' passive losses from other sources.


                                       I-2

<PAGE>



               Partnerships  with interests that are "publicly traded" are taxed
as  corporations  unless at least 90% of their  income is  "qualifying  income."
Passive income or loss from publicly traded  partnerships  that are not taxed as
corporations  generally  cannot be applied  against  passive income or loss from
other  sources.  As  stated  in  Item  5 of  this  Annual  Report,  there  is no
established  public  trading  market  for  the  Company's  limited   partnership
interests.  In addition,  the Company derives more than 90% of its income within
the meaning of section 7704(d) of the Code. Therefore, the Company should not be
affected by the publicly traded partnership rules.

               In order to  prevent  the  adverse  tax  consequences  that would
affect the limited partners if the Company's limited partnership  interests were
to become  publicly  traded in the future,  the general partner may, after final
regulations have been issued by the Internal  Revenue Service,  submit to a vote
of limited  partners  a proposal  to amend the  Company's  agreement  of limited
partnership to provide,  among other things,  (a) that Enex shall have the right
to refuse to  recognize  any  transfer of limited  partnership  interests  if it
believes that such transfer  occurred on a secondary  market or the  substantial
equivalent  thereof;  and (b) that all  assignors  and  assignees of the limited
partnership  interests  shall be required to represent to Enex that any transfer
of limited partnership interests did not, to the best of their knowledge,  occur
on a secondary market or the substantial equivalent thereof.


Item 2.        Description of Property

               Presented   below  is  a  summary  of  the   Company's   property
acquisitions.

               The CONCORD acquisition consists of working interests and royalty
interests in more than 10,600  wells in 137  counties in Texas,  with very minor
interests  in 12 other  states.  The Company  acquired its  interests  effective
January 1987 for $1,510,162.

               Effective  August 1990,  the Company sold its interest in a small
field  (the  North  Robertson  Unit) in the  Concord  acquisition  for  $16,128,
realizing a net gain of $11,610.

               Effective June 30, 1992, the Company sold its interest in a small
field (the Spraberry Unit) in the Concord acquisition for $9,120 realizing a net
gain of $5,289.

               Effective  September 30, 1993, the Company sold its interest in a
small field in the Concord  acquisition  (the  Coleman  Ranch Unit) for $18,806.
This sale resulted in a net loss to the Company of $2,902.

               Effective  October  1,  1994,  the  Company  acquired  additional
working and royalty  interests  in the  Concord  acquisition  for $8,166 from an
affiliated  partnership.  The purchase price represents the fair market value as
determined  from the  receipt of bids  solicited  from  independent  third party
companies.

               The Company retains working interests ranging from 0.01% to 1.22%
of the total Concord  acquisition at December 31, 1996. The Concord  acquisition
is operated by nearly 100 different oil and gas producers.


                                       I-3

<PAGE>



               The FLORIDA acquisition consists of working interests and a small
overriding royalty interest in 3 producing wells in Hendry County,  Florida. The
Company  acquired its interests  effective June of 1987 for $327,725.  Effective
October 1, 1994,  the Company  sold its interest in the Florida  acquisition  to
Enex  Resources   Corporation  for  $55,485  plus  assumption  of  plugging  and
abandonment  liabilities  of the  properties  by  Enex.  No  gain  or  loss  was
recognized  as a result of this sale.  The Florida  acquisition  was operated by
Enex.

               Purchase  price as used above is  defined as the actual  contract
price plus finders' fees, if  applicable.  Miscellaneous  acquisition  expenses,
subsequent capital items, etc. are not included.

Oil and Gas Reserves

               For quantitative  information regarding the Company's oil and gas
reserves,  please see  Supplementary  Oil and Gas Information and related tables
which follow the Notes to  Financial  Statements  in Item 7 of this report.  The
Company has not filed any current oil and gas reserve  estimates or included any
such  estimates in reports to any federal or foreign  governmental  authority or
agency, including the Securities and Exchange Commission.

               Proved  oil  and  gas  reserves  reported  herein  are  based  on
engineering reports prepared by the petroleum engineering  consulting firm of H.
J. Gruy and Associates,  Inc. The reserves included in this report are estimates
only and should not be  construed as exact  quantities.  Future  conditions  may
affect  recovery of  estimated  reserves  and  revenue,  and all reserves may be
subject to  revision  as more  performance  data  become  available.  The proved
reserves used in this report conform to the applicable  definitions  promulgated
by the Securities and Exchange Commission. No major discovery or other favorable
or adverse  event  that  could  potentially  cause a  significant  change in the
estimated proved reserves has occurred since December 31, 1996.


Net Oil and Gas Production

               The following  table shows for the years ended  December 31, 1996
and 1995, the approximate  production  attributable to the Company's oil and gas
interests. The figures in the table represent "net production"; i.e., production
owned by the Company and produced to its interest  after  deducting  royalty and
other similar interests. All production occurred in the United States.


                                                        1996          1995
                                                        ----          ----

Crude oil and condensate (Bbls)....................    9,080         9,805
Natural gas (Mcf)..................................   14,676        13,356






                                       I-4

<PAGE>



               The following table sets forth the Company's  average sales price
per barrel of oil, per Mcf of gas, and average production cost per unit produced
for the years ended December 31, 1996 and 1995.


                                                    1996       1995
                                                    ----       ----

Average sales price per barrel of oil.......... $  20.61    $ 15.67
Average sales price per Mcf of gas.............     2.34       1.60
Average production cost per equivalent
   barrel of production........................     4.39       5.75


Item 3.  Legal Proceedings

               There are no  material  pending  legal  proceedings  to which the
Company is a party.

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

               No matter was submitted to a vote of security  holders during the
fourth quarter of the fiscal year covered by this report.

                                       I-5

<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, 1997)
             --------------------                  --------------------------


           General Partner's Interests                          1

           Limited Partnership Interests                      1,081



Dividends

           The Company  discontinued  the payment of  distributions in the first
quarter of 1994. Future distributions are dependent upon, among other things, an
increase in the prices  received for oil and gas.  The Company will  continue to
recover  its  reserves  and  reduce  obligations  in 1997.  Based  upon  current
projected cash flows from its property, it does not appear that the Company will
have sufficient net cash flow after debt service to pay distributions.


                                      II-1

<PAGE>



Item 6.       Management's Discussion and Analysis or Plan of Operations


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 and gas sales in 1996 were  $221,436 as compared with $175,023
in 1995.  Oil and gas sales  increased by $46,413 or 27% from 1995 to 1996.  Oil
sales increased by $33,427 or 22%. A 32% increase in the average oil sales price
increased sales by $44,788.  This increase was partially  offset by a 7% decline
in oil production.  Gas revenues  increased by $12,986 or 61%. A 46% increase in
the average gas sales price  increased  sales by $10,874.  A 10% increase in gas
production increased sales by an additional $2,112. The increases in average oil
and gas prices  correspond with higher prices in the overall market for the sale
of oil and gas.  The  decrease in oil  production  was  primarily  the result of
natural production declines. The increase in gas production was primarily due to
enhanced  production  improvements  made on the Concord  acquisition in 1995 and
1996.

              Lease  operating  expenses  were $40,108 in 1996 as compared  with
$61,350 in 1995. Lease operating  expenses decreased by $21,242 or 35% from 1995
to 1996. This decrease was primarily due to enhanced  recovery costs incurred on
the Concord acquisition in 1995.

              Depreciation and depletion expense was $51,496 in 1996 as compared
with $58,229 in 1995.  Depletion and depreciation expense decreased by $6,733 or
12% from 1995 to 1996. An 8% decrease in the depletion rate reduced depreciation
and depletion expense by $4,294. The changes in production, noted above, reduced
depreciation and depletion expense by an additional  $2,439. The decrease in the
depletion  rate was primarily a result of an upward  revision of the oil and gas
reserves during December 1996.

              General  and  administrative  expenses  were  $35,769  in  1996 as
compared with $27,465 in 1995. General and administrative  expenses increased by
$8,304 or 30% from 1995 to 1996.  This  increase was  primarily a result of more
time being  required to manage the Company in 1996 and due to a $3,876  increase
in direct expenses incurred by the Company in 1996.


Capital Resources and Liquidity

              The  Company's  cash flow 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,  and the  repayment  of $95,267 of payable to
general partner versus a total of $57,502 of debt repaid in 1995.

              The Company discontinued the payment of distributions in the first
quarter of 1994. Future  distributions are dependent upon among other things, an
increase in the prices  received for oil and gas.  The Company will  continue to
recover its reserves and reduce its  obligations  in 1997.  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 upon current
projected cash flows from its property, it does not appear that the Company will
have sufficient cash to pay  distributions and pay its operating  expenses,  and
meet its debt  obligations.  The Company  repaid the note payable to the general
partner  in 1995,  and plans to repay the  payable  amount  owed to the  general
partner over an eight year period.

                                      II-2

<PAGE>




              At December 31, 1996, the Company had no material  commitments for
capital  expenditures.  The Company does not intend to engage in any significant
developmental drilling activity.

                                      II-3

<PAGE>



Item 7.        Financial Statements and Supplementary Data



INDEPENDENT AUDITORS' REPORT


The Partners
Enex Oil & Gas Income
  Program III - Series 2, L.P.:


We have audited the accompanying  balance sheet of Enex Oil & Gas Income Program
III - Series 2, L.P. (a New Jersey limited  partnership) as of December 31, 1996
and  the  related  statements  of  operations,   changes  in  partners'  capital
(deficit), and cash flows for each of the two years in the period ended December
31, 1996.  These  financial  statements  are the  responsibility  of the general
partner of Enex Oil & Gas Income Program III - Series 2, L.P. Our responsibility
is to express an opinion on the financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of Enex Oil & Gas Income Program III - Series
2, L.P. at December  31,  1996 and the  results of its  operations  and its cash
flows  for each of the two  years  in the  period  ended  December  31,  1996 in
conformity with generally accepted accounting principles.


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1997

                                      II-4

<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.

BALANCE SHEET, DECEMBER 31, 1996
---------------------------------------------------------------------------
<TABLE>
<CAPTION>

ASSETS
                                                                       1996
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>
  Cash                                                          $      14,098
  Accounts receivable - oil & gas sales                                25,282
  Other current assets                                                  1,017
                                                                --------------

Total current assets                                                   40,397
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
    mineral interests and related equipment & facilities            1,659,726
  Less  accumulated depreciation and depletion                      1,327,785
                                                                --------------

Property, net                                                         331,941
                                                                --------------

TOTAL                                                           $     372,338
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                             $      11,177
   Current portion of payable to general partner                      235,519
                                                                --------------

Total current liabilities                                             246,696
                                                                --------------

PARTNERS' CAPITAL:
   Limited partners                                                    62,761
   General partner                                                     62,881
                                                                --------------

Total partners' capital                                               125,642
                                                                --------------

TOTAL                                                           $     372,338
                                                                ==============
</TABLE>


Number of $500 Limited Partner units outstanding                       4,270



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

                                      II-5
<PAGE>


ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     PER $500
                                                                                     LIMITED
                                                                                     PARTNER
                                                     GENERAL           LIMITED       UNIT OUT-
                                       TOTAL         PARTNER          PARTNERS       STANDING
                                --------------   --------------    ------------    -----------

<S>                             <C>              <C>                 <C>            <C>
BALANCE, JANUARY 1, 1995        $      22,928    $      41,639       $ (18,711)     $      (4)

NET INCOME                             19,106            7,730          11,376              3
                                --------------   --------------    ------------    -----------

BALANCE, DECEMBER 31, 1995             42,034           49,369          (7,335)            (1)

NET INCOME                             83,608           13,512          70,096             16
                                --------------   --------------    ------------    -----------

BALANCE, DECEMBER 31, 1996      $     125,642    $      62,881       $  62,761 (1)  $      15
                                ==============   ==============    ============    ===========
</TABLE>



(1)  Includes 920 units purchased by the general partner as a limited partner.




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

                                      II-7

<PAGE>
ENEX OIL AND GAS INCOME PROGRAM III - SERIES 2, L.P.

STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
---------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             1996                    1995
                                                     -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>                          <C>
Net income                                           $           83,608           $       19,106
                                                     -------------------      -------------------

Adjustments to reconcile net income to net cash
   provided by operating activities
  Depreciation and depletion                                     51,496                   58,229
(Increase) decrease in:
  Accounts receivable - oil & gas sales                         (11,692)                  (1,347)
  Other current assets                                            2,929                    1,332
Increase (decrease) in:
   Accounts payable                                              (2,273)                   2,774
   Payable to general partner                                   (95,267)                 (46,012)
                                                     -------------------      -------------------

Total adjustments                                               (54,807)                  14,976
                                                     -------------------      -------------------

Net cash provided by operating activities                        28,801                   34,082
                                                     -------------------      -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Property (additions) - development costs                    (16,832)                 (20,957)
                                                     -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of note payable to general partner                       -                  (11,490)
                                                     -------------------      -------------------

NET INCREASE IN CASH                                             11,969                    1,635

CASH AT BEGINNING OF YEAR                                         2,129                      494
                                                     -------------------      -------------------

CASH AT END OF YEAR                                  $           14,098          $         2,129
                                                     ===================      ===================

Cash paid during year for interest                   $                -          $           989
                                                     ===================      ===================
</TABLE>



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

                                      II-8

<PAGE>


ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
------------------------------------------------------------------------------


1.             PARTNERSHIP ORGANIZATION

               Enex  Oil  & Gas  Income  Program  III  -  Series  2,  L.P.  (the
               "Company"),   a  New  Jersey   limited   partnership,   commenced
               operations  on November  20,  1986 for the  purpose of  acquiring
               proved   oil   and  gas   properties.   Total   limited   partner
               contributions  were $2,135,224,  of which $21,352 was contributed
               by Enex Resources Corporation ("Enex"), the general partner.

               In accordance  with the partnership  agreement,  the Company paid
               commissions  of  $205,788  for  solicited  subscriptions  to Enex
               Securities Corporation, a subsidiary of Enex, and reimbursed Enex
               for organization expenses of approximately $64,000.

               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.

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

                                      II-9

<PAGE>



               proved reserves.  The acquisition costs of proved oil and gas
               properties are capitalized and periodically assessed for
               impairments.

               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.

               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.

               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.             PAYABLE TO GENERAL PARTNER

               The payable to general partner primarily  consists of general and
               administrative  expenses  allocated to the Company by Enex during
               the Company's start-up phase and for its ongoing operations.  The
               Company  plans to repay the amount  owed to the  general  partner
               over a period of eight years.

4.             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-10

<PAGE>

Set  forth  below  is a  reconciliation  of  net  income  as  reflected  in  the
accompanying financial statements and net income for federal income tax purposes
for the year ended December 31, 1996:
<TABLE>
<CAPTION>

                                                                           Allocable to               Per $500 Limited
                                                            -------------------------------------
                                                                  General            Limited                Partner Unit
                                             TOTAL                Partner           Partners                Outstanding
                                       -----------------    ------------------ ------------------   ---------------------------
Net income as reflected in
the accompanying financial
<S>                                    <C>                  <C>                <C>                  <C>
statements                             $         83,608     $          13,512  $          70,096    $                       16
Reconciling items:
  Intangible drilling costs
     capitalized for financial
     reporting purposes which
     were charged-off for federal
     income tax purposes                         (8,886)                 (889)            (7,997)                           (2)
  Difference in depreciation,
     depletion and amortization
     computed for federal income
     tax purposes and the amount
     computed for financial
     reporting purposes                           9,528                     -              9,528                             3
                                       -----------------    ------------------ ------------------   ---------------------------

Net income for federal
   income tax purposes                 $         84,250     $          12,623  $          71,627    $                       17
                                       =================    ================== ==================   ===========================
</TABLE>

Net income for federal  income tax  purposes is a summation  of ordinary  income
(loss), portfolio income (loss), cost depletion and intangible drilling costs as
presented in the Company's federal income tax return.

Set forth below is a reconciliation  between  partners'  capital as reflected in
the accompanying  financial  statements and partners' capital for federal income
tax purposes as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                             Allocable to               Per $500 Limited
                                                              -------------------------------------
                                                                    General            Limited                Partner Unit
                                               TOTAL                Partner           Partners                Outstanding
                                         -----------------    ------------------ ------------------     -------------------------
Partners' capital as reflected in the
<S>                                      <C>                  <C>                <C>                  <C>
  accompanying financial statements      $        125,642     $          62,881  $          62,761    $                       15
Reconciling items:
  Intangible drilling costs
     capitalized for financial
     reporting purposes which
     were charged-off for federal
     income tax purposes                         (238,274)              (23,832)          (214,442)                          (50)
  Difference in accumulated
     depreciation, depletion and
     amortization for financial
     reporting and federal income
     tax purposes                                 161,794                     -            161,794                            38
  Commissions and syndication
     fees capitalized for federal
     income tax purposes                          205,788                     -            205,788                            48
                                         -----------------    ------------------ ------------------   ---------------------------

Partners' capital for federal
     income tax purposes                 $        254,950     $          39,049  $         215,901    $                       51
                                         =================    ================== ==================   ===========================
</TABLE>

                                      II-10

<PAGE>




5.             REPURCHASE OF LIMITED PARTNER INTERESTS

               In accordance with the partnership agreement, the general partner
               is required to purchase limited partner  interests (at the option
               of the limited partners) at annual intervals  beginning after the
               second year following the formation of the Company.  The purchase
               price,  as  specified  in the  partnership  agreement,  is  based
               primarily on reserve  reports  prepared by independent  petroleum
               engineers as reduced by a specified risk factor.

6.             SIGNIFICANT PURCHASERS

               Amoco Production Company and Exxon Corporation  accounted for 20%
               and 13%,  respectively,  of the  Company's  total  sales in 1996.
               Amoco Production Company and Exxon Corporation  accounted for 24%
               and 13%,  respectively,  of the Company's total sales in 1995. No
               other purchaser  individually accounted for more than 10% of such
               sales.

7.             NOTE PAYABLE TO GENERAL PARTNER

               The Company  borrowed  $89,000 from the general partner in 1993 a
               portion of which was  utilized to repay a note payable to a bank.
               On March 2, 1994, the Company  borrowed an additional  $30,000 in
               order  to  finance   workover   costs  incurred  at  the  Florida
               properties.  Principal  payments  of  $11,490  were made in 1995,
               completely  repaying the note in May 1995.  The weighted  average
               principal  outstanding  was  $3,969  during  1995.  The note bore
               interest  of an  average  rate of 9.75% in  1995,  which  was the
               general partner's  borrowing rate of prime plus  three-fourths of
               one percent.

                                      II-12

<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.

SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
----------------------------------------------------------------------------
Proved Oil and Gas Reserve Quantities (Unaudited)

The following  presents an estimate of the Company's  proved oil and gas reserve
quantities  and changes  therein  for each of the two years in the period  ended
December 31, 1996.  Oil reserves are stated in barrels  ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>

                                                             Per $500                                  Per $500
                                                              Limited              Natural              Limited
                                          Oil              Partner Unit              Gas             Partner Unit
                                         (BBLS)             Outstanding             (MCF)             Outstanding
                                       --------------    ------------------   ------------------   ------------------

PROVED DEVELOPED AND
    UNDEVELOPED RESERVES:
<S>                                           <C>                       <C>              <C>                      <C>
January 1, 1995                               49,495                    11               66,728                   14

    Revisions of previous estimates           22,012                     4               28,385                    6
    Production                                (9,805)                   (2)             (13,356)                  (3)
                                       --------------    ------------------   ------------------   ------------------

December 31, 1995                             61,702                    13               81,757                   17

    Revisions of previous estimates            8,848                     2               22,449                    5
    Production                                (9,080)                   (2)             (14,676)                  (3)
                                       --------------    ------------------   ------------------   ------------------

December 31, 1996                             61,470                    13               89,530                   19
                                       ==============    ==================   ==================   ==================


PROVED DEVELOPED RESERVES:

January 1, 1995                               49,495                    11               66,728                   14
                                       ==============    ==================   ==================   ==================

December 31, 1995                             61,702                    13               81,757                   17
                                       ==============    ==================   ==================   ==================

December 31, 1996                             61,470                    13               89,530                   19
                                       ==============    ==================   ==================   ==================
</TABLE>



                                      II-13



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

               Not Applicable


                                      II-14
<PAGE>



                                    PART III

------------------------------------------------------------------------------
Item 9.          Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act

                 The   Company's   sole  General   Partner  is  Enex   Resources
Corporation,  a Delaware corporation.  The Company has no Directors or executive
officers. The Directors and executive officers of Enex are:

                 Gerald B. Eckley. Mr. Eckley, age 70, has served as a Director,
President and Chief Executive Officer of the General Partner since its formation
in 1979.  He was  employed by Shell Oil Company  from 1951 to 1967 and served in
managerial  capacities  from 1959 to 1967. From 1967 to 1969, he was Director of
Fund  Raising at the  University  of  Oklahoma  and from 1969 to 1971,  was Vice
President of Land and Operations for Imperial American  Management  Company.  In
1971,  Mr.  Eckley was a  petroleum  consultant  and in 1972-  1973 was  General
Counsel and Executive  Director of the Oil  Investment  Institute.  From 1973 to
1974,  he was Manager of Oil  Properties,  Inc. and from 1974 to 1976,  was Vice
President,  Land and Joint Ventures for Petro- Lewis  Corporation.  From 1977 to
August 1979, Mr. Eckley was President of Eckley Energy,  Inc., a company engaged
in purchasing and selling oil and gas properties.  Mr. Eckley received an L.L.B.
degree from the  University  of Oklahoma in 1951 and a Juris Doctor  degree from
the University of Oklahoma in 1970.

                 William C. Hooper,  Jr. Mr. Hooper, age 59, has been a Director
of the  General  Partner  since  its  formation  in 1979 and is a member  of the
General Partner's Audit and Compensation and Options Committees.  In 1960 he was
a staff  engineer in the Natural Gas  Department  of the Railroad  Commission of
Texas,  with principal  duties involving  reservoir units and gas proration.  In
1961 he was  employed  by the  California  Company  as a Drilling  Engineer  and
Supervisor.  In 1963 he was employed as a Staff Engineer by California  Research
Corporation  and in 1964 rejoined the  California  Company as a project  manager
having various duties involving drilling and reservoir  evaluations.  In 1966 he
was Executive Vice President for Moran Bros. Inc., coordinating and managing all
company  activities,  drilling  operations,  bidding and engineering.  From 1970
until the present, he has been self-employed as a consulting  petroleum engineer
providing  services to  industry  and  government  and engaged in business as an
independent  oil and gas operator and investor.  From 1975 to 1987 he was also a
Director and President of Verna Corporation,  a drilling  contractor and service
organization.  He received a B.S.  degree in Petroleum  Engineering in 1960 from
the University of Texas and an M.S.  degree in Petroleum  Engineering  from that
same University in 1961.

                 Stuart Strasner.  Mr.  Strasner,  age 67, was a Director of the
General  Partner from its formation until October of 1986. He was reappointed to
the  Board on April  19,  1990 to fill a  vacancy.  He is a member  of the Audit
Committee. He is a professor of business law at Oklahoma City University and was
Dean of the law school at  Oklahoma  City  University  from July 1984 until June
1991.  Prior to July 1984, Mr. Strasner was an attorney in private practice with
McCollister,  McCleary, Fazio and Holliday in Oklahoma City, Oklahoma. From 1959
to 1974,  he was  employed  by various  banks,  bank  holding  companies  and an
insurance  company  in  executive  capacities.  From  1974  to  1978,  he  was a
consultant to various  corporations  such as insurance  companies,  bank holding
companies and small business investment companies. From 1978 until late 1981, he
was Executive  Director of the Oklahoma Bar  Association,  and from 1981 to 1983
was  a  Director  and  President  of  PRST  Enterprises,  Inc.,  a  real  estate
development  company.  Mr.  Strasner  holds an A.B.  degree from  Panhandle  A&M
College,  Oklahoma,  and a J.D. degree from the University of Oklahoma.  He is a
member  of the  Fellows  of the  American  Bar  Association  and a member of the
Oklahoma  Bar  Association.  Mr.  Strasner is also a director of Health  Images,
Inc., a public  company which  provides  fixed site magnetic  resonance  imaging
("MRI") services.

     Martin J. Freedman.  Mr. Freedman, age 72, was one of the General Partner's
founders  and a member of its Board of  Directors  as well as a board  member of
Enex Securities  Corporation until June of 1986. He was reappointed to the Board
on April 19, 1990 to fill a vacancy. He is a member of the

                                      III-1

<PAGE>



Compensation and Options Committee.  He is currently President of Freedman Oil &
Gas  Company,  engaged  primarily  in  the  management  of its  exploration  and
producing  properties,  and the managing  partner  Martin J.  Freedman & Company
which has an interest in  approximately  one  hundred  producing  oil and/or gas
wells. Mr. Freedman is a lifetime member of the Denver Petroleum Club as well as
being a lifetime member of the Denver Association of Petroleum  Landmen.  He was
an officer and  Director  and/or  founder of several  former  private and public
companies.  Mr. Freedman entered the oil and gas business in 1954 when he joined
Mr.  Marvin  Davis of the Davis Oil  Company.  In 1956,  he became  President of
Central Oil Corporation, a company engaged in oil and gas exploration. From 1958
on, Mr. Freedman operated as Martin J. Freedman Oil Properties and was President
of Oil  Properties,  Inc., a private  corporation.  Mr.  Freedman  attended Long
Island  University and New York University.  He received a bachelor's  degree in
Psychology and also attended New York University's graduate school.

                 James Thomas Shorney.  Mr. Shorney, age 71, has been a Director
of the General  Partner since April of 1990 and is a member of the  Compensation
and   Options   Committee.    He   has   been   a   petroleum   consultant   and
Secretary/Treasurer  of the  Shorney  Company,  a  privately  held  oil  and gas
exploration  company,  from 1970 to date. From 1970 to 1976, he also served as a
petroleum  consultant in Land and Lease  Research  Analysis  Studies for the GHK
Company.  He was an oil and gas lease  broker from 1962 to 1970 and  employed by
Shell Oil Company in the Land Department from 1954 to 1962. Before joining Shell
Oil Company,  he served as Public Information Officer in the U.S. Army Air Force
from 1950 to 1953 including attending  Georgetown  University Graduate School in
1952. Mr. Shorney  graduated from the University of Oklahoma with a B.A.  degree
in Journalism  in 1950.  From 1943 to 1945, he served in the U.S. Army Air Force
as an air crew member on a B-24 Bomber.  Mr. Shorney is a member of the Oklahoma
City  Association  of  Petroleum  Landmen on which he has served as Director and
Secretary/Treasurer.  He is an active  member  of the  American  Association  of
Petroleum Landmen. In 1975, Mr. Shorney was first listed in the London Financial
Times' Who's Who in World Oil and Gas.

     Robert D. Carl,  III.  Mr.  Carl,  age 43, was  appointed a Director of the
General Partner on July 30, 1991 and is a member of the Audit  Committee.  He is
President,  Chief Executive  Officer and Chairman of the Board of Health Images,
Inc., a public company whose securities are traded on NYSE, which provides fixed
site magnetic  resonance imaging ("MRI")  services.  From 1978 to 1981, Mr. Carl
also  served as  President  of Carl  Investment  Associates,  Inc. a  registered
investment  advisor.  In 1981,  Mr. Carl joined  Cardio-Tech,  Inc.,  as general
counsel  and as an officer and  Director.  Upon the sale and  reorganization  of
Cardio-Tech,  Inc.  into  Cardiopul  Technologies  in  1982,  he  served  as its
Executive  Vice  President  and as a  Director.  In March,  1985 he was  elected
President,  Chief Executive Officer and Chairman of Cardiopul Technologies which
spun off its  non-imaging  medical  services  business  and  changed its name to
Health  Images,  Inc.  Mr. Carl  received a B.A. in History  from  Franklin  and
Marshall  College,  Lancaster,  Pennsylvania  in  1975  and a  J.D.  from  Emory
University  School of Law,  Atlanta,  Georgia in 1978.  Mr. Carl is a trustee of
Franklin & Marshall College and is a member of the State Bar of Georgia.

                 On  January 4, 1996,  the SEC filed a  complaint  in the United
States  District  Court for the District of Columbia  against Mr. Carl  alleging
that Mr. Carl  violated  Section  16(a) of the  Securities  Exchange Act of 1934
("Exchange  Act"), and Rule 16a-2 and 16a-3 (and former Rule 16a-1)  thereunder,
by  failing  to  timely  file   reports   concerning   thirty-eight   securities
transactions  in his  mother's  brokerage  accounts  involving  shares of Health
Images, Inc. stock. The SEC took the position that because Mr. Carl (1) provided
substantial  financial support to his mother, (2) commingled his mother's assets
with his own, (3) provided a  substantial  portion of the funds used to purchase
the shares in question,  and (4) received from his mother a substantial  portion
of the sales proceeds,  he,  therefore,  had a pecuniary  interest in, and was a
beneficial owner of, the shares in question.


                                      III-2

<PAGE>



                 In response to the SEC's action,  Mr. Carl  disgorged to Health
Images,  Inc.  approximately  $92,400 in short-swing profits from the trading in
his mother's account,  plus interest thereon of approximately  $52,600.  The SEC
further  requested the court to impose a $10,000 civil penalty  against Mr. Carl
pursuant to Section 21(d)(3) of the Exchange Act.  Without  admitting or denying
the  allegations  in the  complaint,  Mr. Carl consented to the entry of a final
judgement  imposing the $10,000  penalty.  On January 12, 1996, a federal  judge
entered the final judgement in this matter, and Mr. Carl has since filed amended
reports on Forms 4 and 5 reflecting these transactions in his mother's accounts.

                 In  relation  to  the  same  matter,  the  SEC  has  issued  an
administrative  Order  pursuant to Section 21C of the  Exchange  Act against Mr.
Carl,  finding  that he  violated  Section  16(a) and the rules  thereunder  and
requiring  him to cease and desist from  committing  or causing any violation or
future violation of those provisions.  Without admitting or denying  allegations
in the SEC's Order, Mr. Carl consented to the entry of the Order.

     Robert E. Densford.  Mr. Densford,  age 39, was appointed a Director of the
General  Partner  on  September  11,  1991.  He joined  the  General  Partner as
Controller  on May 1, 1985 and became Vice  President-  Finance,  Secretary  and
Treasurer  on March 1, 1989.  From  January  1983 to April  1985,  he was Senior
Accountant for Deloitte Haskins & Sells in Houston, Texas, auditing both closely
held and publicly owned oil and gas  companies.  From September 1981 to December
1982, he was a staff  accountant for Coopers & Lybrand in Houston.  Mr. Densford
is a C.P.A.  and holds a B.B.A.  degree in Accounting and an M.S.  degree in Oil
and Gas  Accounting  from Texas Tech  University and is a member of the American
Institute of Certified  Public  Accountants  and the Texas  Society of Certified
Public Accountants.

     James A. Klein. Mr. Klein, age 33, joined the General Partner as Controller
in February 1991. In June 1993, he was appointed President and Principal of Enex
Securities  Corporation.  From June 1988 to February  1991,  he was  employed by
Positron Corporation in Houston.  From July 1987 to May 1988, he was employed by
Transworld  Oil Company in Houston and from  September  1985 until July 1987, he
was an accountant with Deloitte Haskins & Sells in Houston,  Texas, auditing oil
and gas and oil service  companies.  Mr. Klein is a Certified Public  Accountant
and holds a B.A. in  Accounting  (1985)  from the  University  of Iowa.  He is a
member of the American  Institute of Certified  Public  Accountants and the Iowa
Society of Certified Public Accountants.

Item 10.         Executive Compensation

                 The Company has no Directors or executive officers.

                 The Company does not pay a  proportional  or fixed share of the
compensation paid to the officers of the General Partner.

                 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.  The Company  incurred $27,371 and $22,943 of such
administrative   costs  payable  to  the  General  Partner  in  1996  and  1995,
respectively.

                                      III-3

<PAGE>



Item 11.         Security Ownership of Certain Beneficial Owners and Management


                                              $500 Limited
                           Name of           Partner Units       Percent
 Title of Class       Beneficial Owner      Owned Directly      of Class

 Limited Partner       Enex Resources               920         21.5391%


Item 12.       Certain Relationships and Related Transactions


               See  the  Statements  of  Operations  included  in the  Financial
Statements  in Item 7 of this  report for  information  concerning  general  and
administrative  costs incurred by Enex and allocated to the Company,  and Note 1
to  such  Financial  Statements  for  information  concerning  payments  to Enex
Securities  Corporation,  a  wholly  owned  subsidiary  of Enex  and to Enex for
certain offering and organization expenses incurred by the Company.

               See Item Number 2 - "Description  of Property" in this report for
a description of the properties  operated by Enex. Enex operates such properties
under the terms of a Joint Operating Agreement ("JOA"). Overhead charges allowed
to third  parties  under the JOA in  accordance  with the  Council of  Petroleum
Accountants  Societies are not charged to the Company. Such costs are considered
to be within the general and  administrative  overhead charges  allocated to the
Company.

Item 13.       Exhibits and Reports on Form 8-K

                                                                      Sequential
                                                                        Page No.

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


               (a)     Exhibits

                       (3)             a. Certificate of Limited Partnership, as
                                       amended,  Incorporated  by  reference  to
                                       Exhibit  3(a)  to  the  Company's  Annual
                                       Report  on Form  10-K for the year  ended
                                       December 31, 1987.

                                  b.   Amended agreement of Limited Partnership.
                                       Incorporated by reference to
                                       Exhibit 2(b) (2) to the registrant's
                                       Registration Statement on Form 8-A filed
                                       with the Securities and Exchange
                                       Commission on or about February 23,
                                       1987.

                       (4)        Not Applicable

                       (10)       Not Applicable

                       (11)       Not Applicable

                       (12)       Not Applicable

                       (13)       Not Applicable

                       (18)       Not Applicable

                       (19)       Not Applicable


                                      III-4

<PAGE>



                       (22)       Not Applicable

                       (23)       Not Applicable

                       (24)       Not Applicable

                       (25)       Not Applicable

                       (28)       Not Applicable

               (b)     Reports on Form 8-K

                       No reports on Form 8-K were filed during the last quarter
                       of the period covered by this report.


                                      III-5

<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 & GAS INCOME PROGRAM III -
                                         SERIES 2, L.P.

                                      By:    ENEX RESOURCES CORPORATION
                                                 the General Partner




March 18, 1997                      By:     /s/   G. B. Eckley
                                              -------------------
                                                  G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed below on March 18, 1997,  by the following  persons in the  capacities
indicated.


ENEX RESOURCES CORPORATION             General Partner


By:  /s/      G. B. Eckley

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


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


              G. B. Eckley


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

              R. E. Densford


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

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

              James A. Klein




                                       S-1
<PAGE>

                                   /s/ Robert D. Carl, III

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

                                       Robert D. Carl, III       Director



                                   /s/ Martin J. Freedman

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

                                       Martin J. Freedman        Director


                                   /s/ William C. Hooper, Jr.

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

                                       William C. Hooper, Jr.    Director


                                   /s/ Tom Shorney

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

                                       Tom Shorney               Director


                                   /s/ Stuart Strasner

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

                                       Stuart Strasner           Director



                                       S-2
<PAGE>