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

   
                                  FORM 10-KSB/A
                                  AMENDMENT III
    

                                   (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 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, 1996)

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


          General Partner's Interests                      1

          Limited Partnership Interests                  1,195



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 1996.  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 1995 were $175,023 as compared with $171,731 in
1994.  Oil and gas sales  increased by $3,292 or 2% from 1994 to 1995. Oil sales
increased  by $1,889  or 1%. A 10%  increase  in the  average  oil  sales  price
increased sales by $13,335.  This increase was partially offset by an 8% decline
in oil  production.  Gas revenues  increased by $1,403 or 7%. An 18% increase in
gas production  increased sales by $3,540. This increase was partially offset by
a 9% decrease in the average gas sales price. The increase in gas production was
primarily the result of the  completion of a waterflood  project on the Schafter
Lake field and the acquisition of additional interest in the Concord acquisition
in the fourth  quarter of 1994.  The decrease in oil  production was a result of
the sale of the  Florida  acquisition  in the fourth  quarter of 1994 and due to
natural production  declines,  partially offset by the acquisition of additional
interest  in the Concord  acquisition.  The changes in average oil and gas sales
prices  correspond  with  changes in the overall  market for the sale of oil and
gas.

            Lease  operating  expenses  were  $61,350 in 1995 as  compared  with
$108,501 in 1994. Lease operating expenses decreased by $47,151 or 43% from 1994
to 1995.  This  decrease  was  primarily  due to operating  and  workover  costs
incurred on the Florida acquisition in 1994 which was sold in the fourth quarter
of 1994.

            Depreciation  and depletion  expense was $58,229 in 1995 as compared
with $86,547 in 1994. Depletion and depreciation expense decreased by $28,318 or
33% from 1994 to 1995. A 30% decrease in the depletion rate reduced depreciation
and  depletion  expense by $25,124.  The  changes in  production,  noted  above,
reduced depreciation and depletion expense by an additional $3,194. The decrease
in the depletion rate was primarily a result of the recognition of an impairment
of $75,472 in December 1994,  coupled with an upward revision of the oil and gas
reserves during 1995.

            Due to reserve  revisions and lower prices,  the Company recorded an
impairment  of  property of $75,472 in 1994.  This  impairment  represented  the
excess of the net capitalized  costs, over the undiscounted  future net revenues
of the reserves.

            Effective  October 1, 1994,  the  Company  sold its  interest in the
Florida  acquisition  to  Enex  Resources  Corporation  for  $55,485,  plus  the
assumption of plugging and  abandonment  costs by Enex. The wells in the Florida
acquisition were non-producing.  The sales price represents the salvage value of
the wellhead equipment on the wells.

            General and administrative expenses were $27,465 in 1995 as compared
with $32,073 in 1994. General and administrative expenses decreased by $4,608 or
14% from 1994 to 1995.  This  decrease was primarily a result of less time being
required  to manage the  Company in 1995 and due to a $1,486  decrease in direct
expenses incurred by the Company in 1995.


                                      II-2

<PAGE>



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 and from the sale of
the Florida acquisition, noted above. Accordingly, the changes in cash flow from
1994 to 1995 are  primarily due to the changes in oil and gas sales and property
sale,  described  above and the repayment of $11,490 and $89,602 of debt in 1995
and 1994, respectively.

   
            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 1996.  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 a nine year period.
    

            At December 31, 1995,  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, 1995
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, 1995.  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,  1995 and the  results of its  operations  and its cash
flows  for each of the two  years  in the  period  ended  December  31,  1995 in
conformity with generally accepted accounting principles.


DELOITTE & TOUCHE  LLP




Houston, Texas
March 18, 1996

                                      II-4

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


BALANCE SHEET, DECEMBER 31, 1995
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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 (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                                $    13,450
   Payable to general partner                                          330,786
                                                                   ------------

Total current liabilities                                              344,236
                                                                   ------------

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>

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

NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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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  Standards  No.  121,  "Accounting  for  the
             Impairment  of Long Lived  Assets and for  Long-Lived  Assets to Be
             Disposed Of." This statement  requires that  long-lived  assets and
             certain  identifiable  intangibles  held and used by the Company be
             reviewed for impairment whenever events or changes in circumstances
             indicate  that  the  carrying   amount  of  an  asset  may  not  be
             recoverable.

             The Company has not determined the effect, if any, on its financial
             position  or  results  of  operations  which  may  result  from the
             adoption of this statement in the first quarter of 1996.

   
             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 amounts owed to the general partner over
             a period of nine 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>




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 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.

7.           PROPERTY TRANSACTIONS

             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.

             Effective  October 1, 1994,  the Company  sold its  interest in the
             Florida acquisition to Enex Resources Corporation for $55,485, plus
             the assumption of plugging and abandonment costs by Enex. The wells
             in the  Florida  acquisition  were  non-producing.  The sales price
             represents  the  salvage  value of the  wellhead  equipment  on the
             wells.

8.           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 $119,602  and $11,490  were made in 1994 and
             1995,  repectively,  completely  repaying the note in May 1995. The
             weighted  average  principal  outstanding  was  $88,979  and $3,969
             during 1994 and 1995,  respectively.  The note bore  interest of an
             average  rate of 9.75% and  7.73% in 1995 and  1994,  respectively,
             which  was  the  general  partners  borrowing  rate of  prime  plus
             three-fourths of one percent.

9.           IMPAIRMENT OF PROPERTY

             A noncash  write-down of  capitalized  costs of $75,472 was made in
             1994.  This  write-down  was  computed  as the  excess  of the  net
             capitalized  costs over the  undiscounted  future net revenues from
             proved oil and gas reserves.  The undiscounted  future net revenues
             were computed using certain  arbitrary  assumptions such as holding
             the oil and gas prices constant at the prices in effect at the time
             of the computation.

                                      II-12

<PAGE>


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

             Not Applicable


                                      II-13

<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



   
December 23, 1996                      By:     /s/   G. B. Eckley
                                              -------------------
                                                     G. B. Eckley, President


                  In  accordance  with the  Exchange  Act,  this report has been
signed below on December 23, 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