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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 0-18330

                        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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<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                      208



Dividends

          The Company made cash distributions to partners of $3 and $13 per $500
investment in 1995 and 1994, respectively.  The Company discontinued the payment
of  distributions  in the  second  quarter  of 1995.  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 in the near future.


                                      II-1


<PAGE>



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

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 decreased to $48,447 in 1995 from $64,966 in 1994.
This  represents a decrease of $16,519 or 25%. Oil sales  decreased by $6,978 or
20%. An 18% decrease in oil production  caused revenues to decrease by $6,252. A
3%  decrease  in average  oil net sales  prices  caused  sales to decrease by an
additional  $726.  Gas sales  decreased  by $9,541 or 31%. A 20% decrease in gas
production  reduced  sales by $5,943.  A 15%  decrease  in average gas net sales
prices  reduced  sales by an  additional  $3,598.  The  decreases in oil and gas
production  were primarily the result of the partial  shut-in of production from
the  Speary  acquisition  in 1995 to  perform a workover  coupled  with  natural
production  declines.  The  decrease  in the  average  oil net  sales  price was
primarily due to lower net royalty payments from the Speary  acquisition,  which
incurred  workover  costs in 1995,  partially  offset  by  higher  prices in the
overall  market for the sale of oil.  The  decrease in the average gas net sales
price  was  primarily  due  to  lower  net  royalty  payments  from  the  Speary
acquisition, which incurred workover costs in 1995, coupled with lower prices in
the overall market for the sale of gas.

            Depletion expense decreased to $23,707 in 1995 from $44,080 in 1994.
This  represents a decrease of $20,373 or 46%. The changes in production,  noted
above,  caused  depletion  expense to decrease by $8,416.  A 34% decrease in the
depletion rate reduced depletion expense by an additional $11,957.  The decrease
in the depletion rate was primarily the result of an upward  revision of the oil
and gas reserves during 1995.

            General and  administrative  expenses  decreased  to $11,393 in 1995
from  $15,955 in 1994.  This  decrease of $4,562 or 29% was  primarily  due to a
$3,800  decrease in direct  expenses in 1995  coupled with less staff time being
required to manage the Company's operations. The decrease in direct expenses was
due to lower audit and tax preparation fees incurred by the Company in 1995.

Capital Resources and Liquidity

            The Company's  cash flows from  operations is a result of the amount
of net proceeds  realized from the sale of oil and gas production.  Accordingly,
the changes in cash flows from 1994 to 1995 are  primarily due to the changes in
oil and gas sales  described  above.  It is the general  partner's  intention to
distribute  substantially  all of the Company's  available net cash flows to the
Company's partners.

   
            The Company will continue to recover its reserves and  distribute to
the partners the net proceeds  realized from the sale of oil and gas  production
after payment of debt obligations. The Company plans to repay the amount owed to
the general  partner from such proceeds  over a four year period.  Distributions
decreased  from 1994 to 1995 due  primarily  to the  decrease in the oil and gas
sales as noted above.  The Company  discontinued the payment of distributions in
the second quarter of 1995. 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.  The
general  partner does not intend to accelerate  the repayment of the debt beyond
the cash flow provided by operating,  financing and investing activities.  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 in the next twelve months.
    

                                      II-2

<PAGE>



Item 7.      Financial Statements and Supplementary Data

INDEPENDENT AUDITORS' REPORT

The Partners
Enex 88-89 Income and Retirement Fund Series 5, L.P.:


We have  audited  the  accompanying  balance  sheet  of Enex  88-89  Income  and
Retirement  Fund - Series 5,  L.P.  (a New  Jersey  limited  partnership)  as of
December 31, 1995 and the related statements of operations, changes in partners'
capital,  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 88-89 Income and Retirement Fund - Series 5, 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 88-89 Income and  Retirement  Fund -
Series 5, 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-3

<PAGE>
   
<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.

BALANCE SHEET, DECEMBER 31, 1995
------------------------------------------------------------------------------

ASSETS
                                                                      1995
                                                                --------------
CURRENT ASSETS:
<S>                                                             <C>          
  Cash                                                          $       1,590
  Accounts receivable - oil & gas sales                                12,176
                                                                 --------------

Total current assets                                                   13,766
                                                                --------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             1,011,033
  Less  accumulated depreciation and depletion                        947,313
                                                                --------------

Property, net                                                          63,720
                                                                --------------

TOTAL                                                           $      77,486
                                                                ==============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                             $       2,015
   Payable to general partner                                          56,013
                                                                --------------

Total current liabilities                                              58,028
                                                                --------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                    14,400
   General partner                                                      5,058
                                                                --------------

Total partners' capital                                                19,458
                                                                --------------

TOTAL                                                           $      77,486
                                                                ==============


Number of $500 Limited Partner units outstanding                        2,300
</TABLE>



See accompanying notes to financial statements.
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                                      II-4
    


<PAGE>

ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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1.           PARTNERSHIP ORGANIZATION

             Enex  88-89  Income  and  Retirement   Fund  Series  5,  L.P.  (the
             "Company"), a New Jersey limited partnership,  commenced operations
             on August  28,  1989 for the  purpose  of  acquiring  non-operating
             interests  in  producing  oil and  gas  properties.  Total  limited
             partner  contributions  were  $1,150,169,   of  which  $11,502  was
             contributed by Enex  Resources  Corporation  ("Enex"),  the general
             partner.

             In  accordance  with the  partnership  agreement,  the Company paid
             syndication  fees  and  due  diligence  expenses  of  $117,737  for
             solicited  subscriptions  to a subsidiary of Enex,  and  reimbursed
             Enex for organization expenses of approximately $35,000.

             The Company owns only non-operating  interests in producing oil and
             gas  properties.  Such interests  typically  entitle the Company to
             receive its pro rata share of net profits  and  royalties  from the
             underlying  properties without obligating the Company to develop or
             operate the properties or directly bear any share of development or
             operating costs.

             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
               expenses                                          100%
             Company property acquisitions                       100%
             General and administrative costs         10%         90%
             Revenues from temporary investment
               of partnership capital                            100%
             Revenues from producing properties       10%         90%

             At the point in time  when the cash  distributions  to the  limited
             partners  equal  their  subscriptions  ("payout"),   revenues  from
             producing  properties and general and administrative  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.  Capitalized
             costs are  amortized  on the  units-of-production  method  based on
             estimated total proved  reserves.  The acquisition  costs of proved
             oil and gas properties are  capitalized and  periodically  assessed
             for impairments.

                                      II-8

<PAGE>




             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.

             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.           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-9

<PAGE>



4.           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 four years.

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

             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.



                                      II-11

<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 88-89 INCOME AND RETIREMENT
                                      FUND - SERIES 5, 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