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

   
                                   FORM 10-KSB/A
    

                                   (Mark One)
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 1995

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

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

                         Commission file number 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. $ 175,023

            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>


                                     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 subscriptions 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, 1996, Enex and its  subsidiaries
employed 24 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

                                       I-1

<PAGE>



and gas  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
24%  and  13%,  respectively,  of the  Company's  total  sales  in  1995.  Amoco
Production   Company  and  Exxon   Corporation   accounted   for  22%  and  12%,
respectively,  of  the  Company's  total  sales  in  1994.  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.
    

                                      I-2
<PAGE>


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,  1995.  The  Concord
acquisition is operated by nearly 100 different oil and gas producers.

   
     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  is 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

                                       I-4

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

BALANCE SHEET, DECEMBER 31, 1995
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

ASSETS
                                                                      1995
                                                                ------------
CURRENT ASSETS:
<S>                                                             <C>        
  Cash                                                          $     2,129
  Accounts receivable - oil & gas sales                              13,590
  Other current assets                                                3,946
                                                                ------------

Total current assets                                                 19,665
                                                                ------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
    mineral interests and related equipment & facilities          1,642,894
  Less  accumulated depreciation and depletion                    1,276,289
                                                                ------------

Property, net                                                       366,605
                                                                ------------

TOTAL                                                           $   386,270
                                                                ============

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                             $    13,450
   Current portion of payable to general partner                     36,754
                                                                ------------

Total current liabilities                                            50,204
                                                                ------------

NONCURRENT PAYABLE TO GENERAL PARTNER                               294,032
                                                                ------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                  (7,335)
   General partner                                                   49,369
                                                                ------------

Total partners' capital                                              42,034
                                                                ------------

TOTAL                                                           $   386,270
                                                                ============

   
Number of $500 Limited Partner units outstanding                    4,270
    

</TABLE>


See accompanying notes to financial statements.
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                                      II-5

<PAGE>

     Martin J. Freedman.  Mr. Freedman, age 71, 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  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 70, 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 42, 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
    

                                     III-2

<PAGE>

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.

     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 38, 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 32, 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 $27,335 and $34,009 of such
administrative   costs  payable  to  the  General  Partner  in  1995  and  1994,
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                773           18.1007%



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 susch  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

               (22)   Not Applicable




                                      III-4
<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



   
November 7, 1996                      By:     /s/   G. B. Eckley
                                              -------------------
                                                    G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed  below on November 7, 1996,  by the  following  persons in the capacities
indicated.
    


ENEX RESOURCES CORPORATION             General Partner


By:  /s/      G. B. Eckley

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


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


              G. B. Eckley


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


              R. E. Densford


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

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

              James A. Klein




                                       S-1