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

   
                                   FORM 10-KSB/A
                                  AMENDMENT II
    

                                   (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 0-18330

                        ENEX 88-89 INCOME AND RETIREMENT
                              FUND - Series 5, L.P.
                 (Name of small business issuer in its charter)

           New Jersey                                        76-0259722
       (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. $48,447

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

     Union Pacific Resources and Coalinga Corporation accounted for 75% and 21%,
respectively,  of the company's total sales in 1995. Union Pacific Resources and
Coalinga Corporation accounted for 78% and 15%,  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 a concentration  does not pose a significant
risk 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 net
profits  interests in  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 for 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,  that may be incurred 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").  In
general,  the  limited  partners of the Company  will  generate  income from the
receipt  of  royalties  and net  profits  interests  and will be  entitled  to a
depletion  deduction.  Net income,  if any, will generally be  characterized  as
portfolio  income  under  the Code and  will be  taxed  in the  same  manner  as
dividends and interest.

   
     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 less 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 from oil
and gas activities,  which  constitutes  qualifying income within the meaning of
section  7704(d) of the Code.  Therefore,  the Company should not be affected by
the publicly traded partnership rules.
    


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                                   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 88-89 INCOME AND RETIREMENT 
                                      FUND - SERIES 5, 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



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