United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                                   FORM 10-QSB/A
    


              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                                       OR

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                         Commission file number 0-16575

                ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.
        (Exact name of small business issuer as specified in its charter)

             New Jersey                              76-0222818
   (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)                Identification No.)

                         Suite 200, Three Kingwood Place
                              Kingwood, Texas 77339
                    (Address of principal executive offices)

                           Issuer's telephone number:
                                 (713) 358-8401

         Check whether the issuer (1) has 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

Transitional Small Business Disclosure Format (Check one):

                                Yes        No x


<PAGE>


                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.
BALANCE SHEET
------------------------------------------------------------------------------

                                                                JUNE 30,
ASSETS                                                            1996
                                                         ---------------------
                                                              (Unaudited)
CURRENT ASSETS:
<S>                                                      <C>
  Cash                                                   $              2,565
  Accounts receivable - oil & gas sales                                40,015
                                                         ---------------------

Total current assets                                                   42,580
                                                         ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                                1,325,118
  Less  accumulated depletion                                       1,156,526
                                                         ---------------------

Property, net                                                         168,592
                                                         ---------------------

TOTAL                                                    $            211,172
                                                         =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                      $                292
   Payable to general partner                                          22,778
                                                         ---------------------

Total current liabilities                                              23,070
                                                         ---------------------

NONCURRENT PAYABLE TO GENERAL PARTNER                                  45,557
                                                         ---------------------

PARTNERS' CAPITAL:
   Limited partners                                                   134,866
   General partner                                                      7,679
                                                         ---------------------

Total partners' capital                                               142,545
                                                         ---------------------

TOTAL                                                    $            211,172
                                                         =====================

   
Number of $500 Limited Partner units outstanding                       2,988
    

</TABLE>


See accompanying notes to financial statements.
------------------------------------------------------
                                       I-1

<PAGE>

ENEX INCOME AND RETIREMENT FUND - SERIES 3, L.P.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.       The  interim  financial   information  included  herein  is  unaudited;
         however,  such information reflects all adjustments  (consisting solely
         of  normal  recurring   adjustments)  which  are,  in  the  opinion  of
         management,  necessary  for a fair  presentation  of  results  for  the
         interim periods.

2.       On August 9, 1996, the Company's General Partner submitted  preliminary
         proxy material to the Securities  Exchange Commission with respect to a
         proposed  consolidation  of the Company with 33 other  managed  limited
         partnerships.  The terms and  conditions of the proposed  consolidation
         are set forth in such preliminary proxy material.

   
3.        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.
          In the first  quarter  of 1996,  the  Company  recognized  a  non-cash
          impairment of $52,602 for certain oil and gas properties due to market
          indications that the carrying amounts were not fully recoverable.
    

                                       I-4



average net oil and gas sales prices were due to  relatively  higher net profits
royalty payments  received from the Barnes Estate  acquisition,  which had lower
operating  costs in 1996,  coupled with higher prices in the overall  market for
the sale of oil and gas.

   
Depletion  expense  decreased  to  $20,147  in the first six months of 1996 from
$20,307  in the first six months of 1995.  This  represents  a decrease  of $160
(1%). A 19% decrease in the depletion rate reduced  depletion expense by $4,793.
This decrease was partially  offset by the changes in  production,  noted above.
The rate  decrease was  primarily  due to an upward  revision of the oil and gas
reserves  during  December 1995 and the lower property basis  resulting from the
recognition  of a $52,602  property  impairment  in the first  quarter  of 1996,
partially  offset by a downward  revision of the oil  reserves  during  December
1995.

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.  In the first quarter of 1996,
the Company recognized a non-cash  impairment of $52,602 for certain oil and gas
properties due to market  indications  that the carrying  amounts were not fully
recoverable.
    

General and administrative expenses decreased to $15,633 in 1996 from $16,732 in
1995.  This  decrease of $1,099 (7%) is  primarily  due to less staff time being
required to manage the Company's operations.

   
Account receivable - oil and gas sales are  disproportionately  high in relation
to oil and gas sales as the revenues from the Corinne field were withheld by the
purchaser due to a gas balancing dispute.
    

CAPITAL RESOURCES AND LIQUIDITY

   
The Company's cash flow from  operations 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.  It is the  general  partner's  intention  to
distribute  substantially  all of  the  Company's  available  cash  flow  to the
Company's partners.  The Company's "available cash flow" is essentially equal to
the net amount of cash provided by operating activities.
    
                                      I-6
<PAGE>

   
The  Company  discontinued  the payment of  distributions  during  1995.  Future
distributions  are dependent  upon,  among other  things,  an increase in prices
received for oil and gas. The Company will  continue to recover its reserves and
distribute  to the limited  partners the net proceeds  realized form the sale of
oil and gas  production.  Distribution  amounts  are  subject  to  change if net
revenues  are  greater or less than  expected.  Based on the  December  31, 1995
reserve  report  prepared by Gruy,  there  appears to be  sufficient  future net
revenues to pay all  obligations  and  expenses.  The General  Partner  does not
intend to accelerate  the  repayment of the debt beyond the Company's  cash flow
provided by operating  activities.  Future periodic  distributions  will be made
once sufficient net revenues are accumulated.
    

On August 9, 1996, the Company's  General Partner  submitted  preliminary  proxy
material  to the  Securities  Exchange  Commission  with  respect  to a proposed
consolidation  of the Company with 33 other managed  limited  partnerships.  The
terms  and  conditions  of the  proposed  consolidation  are set  forth  in such
preliminary proxy material.


                                       I-7

<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                           ENEX INCOME AND RETIREMENT
                                             FUND - SERIES 3, L.P.
                                                  (Registrant)



                                          By:ENEX RESOURCES CORPORATION
                                                 General Partner



                                          By: /s/ R. E. Densford
                                                  R. E. Densford
                                            Vice President, Secretary
                                          Treasurer and Chief Financial
                                                     Officer




   
November 7, 1996                          By: /s/ James A. Klein
                                             -------------------
                                                   James A. Klein
                                               Controller and Chief
                                                Accounting Officer