ENEX RESOURCES CORP
PRE13E3/A, 1995-12-07
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-3

                        RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3
(SS.240.13E-3) THEREUNDER)
                              (AMENDMENT NO. 2)    

                    ENEX OIL & GAS INCOME PROGRAM II-1, L.P.
- --------------------------------------------------------------------------------

                              (NAME OF THE ISSUER)
                           ENEX RESOURCES CORPORATION
- --------------------------------------------------------------------------------

                   (NAME OF PERSON(S) FILING PROXY STATEMENT)

                  $500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- --------------------------------------------------------------------------------

                         (TITLE OF CLASS OF SECURITIES)

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

                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                         R. E. DENSFORD, VICE PRESIDENT
                           ENEX RESOURCES CORPORATION
                                  800 ROCKMEAD
                         THREE KINGWOOD PLACE, SUITE 200
                               KINGWOOD, TX 77339
                                 (713) 358-8401
- --------------------------------------------------------------------------------
(NAME,  ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)

     THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):

A.   [x] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT 
         SUBJECT TO REGULATION  14A[17  CFR  240.14A-1  TO  240.14B-1]. 
         REGULATION  14C[17 CFR 240.14C-1 TO  240.14C-101] OR RULE 13E-3(C)
         [SS.240.13E-  3(C)] UNDER THE SECURITIES  EXCHANGE  ACT OF 1934.
         [AMENDED  IN  RELEASE  NO.34-23789  (P.84,044),  EFFECTIVE JANUARY 20,
         1987,51  F.R.42048.]
     B. O THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
          1933.
     C. O A TENDER OFFER. 
     D. O NONE OF THE ABOVE.  CHECK THE FOLLOWING BOX IF THE  SOLICITING
          MATERIALS  OR  INFORMATION  STATEMENT  REFERRED TO IN CHECKING
          BOX (A) ARE PRELIMINARY COPIES:

     CALCULATION OF FILING FEE

     TRANSACTION  VALUATION:
     THE MAXIMUM AGGREGATE VALUE OF THE TRANSACTION        AMOUNT OF FILING FEE:
     IS $330,150 (PARTNERSHIP INDEBTEDNESS, WHICH EXCEEDS         $67.00
     ESTIMATED FAIR MARKET VALUE OF PARTNERSHIP ASSETS TO
     BE SOLD IN LIQUIDATION PURSUANT TO PLAN OF DISSOLUTION)


       [x] CHECK  BOX IF ANY  PART  OF THE FEE IS  OFFSET  AS  PROVIDED  BY RULE
         0-11(A)(2)  AND IDENTIFY THE FILING WITH WHICH THE  OFFSETTING  FEE WAS
         PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
         NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

         AMOUNT PREVIOUSLY PAID: $67.00
         FORM OR REGISTRATION NO.: SCHEDULE 14A
         FILING PARTY: ENEX RESOURCES CORPORATION
         DATE FILED: OCTOBER 31, 1995


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-3

                        RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3
(SS.240.13E-3) THEREUNDER)
                              (AMENDMENT NO. 2)    

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

                              (NAME OF THE ISSUER)
                           ENEX RESOURCES CORPORATION
- --------------------------------------------------------------------------------

                   (NAME OF PERSON(S) FILING PROXY STATEMENT)

                  $500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- --------------------------------------------------------------------------------

                         (TITLE OF CLASS OF SECURITIES)

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

                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                         R. E. DENSFORD, VICE PRESIDENT
                           ENEX RESOURCES CORPORATION
                                  800 ROCKMEAD
                         THREE KINGWOOD PLACE, SUITE 200
                               KINGWOOD, TX 77339
                                 (713) 358-8401
- --------------------------------------------------------------------------------
(NAME,  ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)

     THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):

A.   [x] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT 
         SUBJECT TO REGULATION  14A[17  CFR  240.14A-1  TO  240.14B-1]. 
         REGULATION  14C[17 CFR 240.14C-1 TO  240.14C-101] OR RULE 13E-3(C)
         [SS.240.13E-  3(C)] UNDER THE SECURITIES  EXCHANGE  ACT OF 1934.
         [AMENDED  IN  RELEASE  NO.34-23789  (P.84,044),  EFFECTIVE JANUARY 20,
         1987,51  F.R.42048.]
     B. O THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
          1933.
     C. O A TENDER OFFER. 
     D. O NONE OF THE ABOVE.  CHECK THE FOLLOWING BOX IF THE  SOLICITING
          MATERIALS  OR  INFORMATION  STATEMENT  REFERRED TO IN CHECKING
          BOX (A) ARE PRELIMINARY COPIES:

     CALCULATION OF FILING FEE

     TRANSACTION  VALUATION:
     THE MAXIMUM AGGREGATE VALUE OF THE TRANSACTION        AMOUNT OF FILING FEE:
     IS $275,946 (PARTNERSHIP INDEBTEDNESS, WHICH EXCEEDS         $56.00
     ESTIMATED FAIR MARKET VALUE OF PARTNERSHIP ASSETS TO
     BE SOLD IN LIQUIDATION PURSUANT TO PLAN OF DISSOLUTION)


       [x] CHECK  BOX IF ANY  PART  OF THE FEE IS  OFFSET  AS  PROVIDED  BY RULE
         0-11(A)(2)  AND IDENTIFY THE FILING WITH WHICH THE  OFFSETTING  FEE WAS
         PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
         NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

         AMOUNT PREVIOUSLY PAID: $56.00
         FORM OR REGISTRATION NO.: SCHEDULE 14A
         FILING PARTY: ENEX RESOURCES CORPORATION
         DATE FILED: OCTOBER 31, 1995


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-3

                        RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3
(SS.240.13E-3) THEREUNDER)
                                  (AMENDMENT NO. 2)    

                    ENEX OIL & GAS INCOME PROGRAM II-3, L.P.
- --------------------------------------------------------------------------------

                              (NAME OF THE ISSUER)
                           ENEX RESOURCES CORPORATION
- --------------------------------------------------------------------------------

                   (NAME OF PERSON(S) FILING PROXY STATEMENT)

                  $500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- --------------------------------------------------------------------------------

                         (TITLE OF CLASS OF SECURITIES)

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

                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                         R. E. DENSFORD, VICE PRESIDENT
                           ENEX RESOURCES CORPORATION
                                  800 ROCKMEAD
                         THREE KINGWOOD PLACE, SUITE 200
                               KINGWOOD, TX 77339
                                 (713) 358-8401
- --------------------------------------------------------------------------------

(NAME,  ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
     THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):

A.   [x] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT 
         SUBJECT TO REGULATION  14A[17  CFR  240.14A-1  TO  240.14B-1]. 
         REGULATION  14C[17 CFR 240.14C-1 TO  240.14C-101] OR RULE 13E-3(C)
         [SS.240.13E-  3(C)] UNDER THE SECURITIES  EXCHANGE  ACT OF 1934.
         [AMENDED  IN  RELEASE  NO.34-23789  (P.84,044),  EFFECTIVE JANUARY 20,
         1987,51  F.R.42048.]
     B. O THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
          1933.
     C. O A TENDER OFFER. 
     D. O NONE OF THE ABOVE.  CHECK THE FOLLOWING BOX IF THE  SOLICITING
          MATERIALS  OR  INFORMATION  STATEMENT  REFERRED TO IN CHECKING
          BOX (A) ARE PRELIMINARY COPIES:

     CALCULATION OF FILING FEE

     TRANSACTION VALUATION:
     THE MAXIMUM AGGREGATE VALUE OF THE TRANSACTION        AMOUNT OF FILING FEE:
     IS $234,382 (PARTNERSHIP INDEBTEDNESS, WHICH EXCEEDS         $47.00
     ESTIMATED FAIR MARKET VALUE OF PARTNERSHIP ASSETS TO
     BE SOLD IN LIQUIDATION PURSUANT TO PLAN OF DISSOLUTION)


           CHECK  BOX IF ANY  PART  OF THE FEE IS  OFFSET  AS  PROVIDED  BY RULE
         0-11(A)(2)  AND IDENTIFY THE FILING WITH WHICH THE  OFFSETTING  FEE WAS
         PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
         NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

         AMOUNT PREVIOUSLY PAID: $47.00
         FORM OR REGISTRATION NO.: SCHEDULE 14A
         FILING PARTY: ENEX RESOURCES CORPORATION
         DATE FILED: OCTOBER 31, 1995


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-3

                        RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3
(SS.240.13E-3) THEREUNDER)
                               (AMENDMENT NO. 2)    

                    ENEX OIL & GAS INCOME PROGRAM II-4, L.P.
- --------------------------------------------------------------------------------

                              (NAME OF THE ISSUER)
                           ENEX RESOURCES CORPORATION
- --------------------------------------------------------------------------------

                   (NAME OF PERSON(S) FILING PROXY STATEMENT)

                  $500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- --------------------------------------------------------------------------------

                         (TITLE OF CLASS OF SECURITIES)

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

                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                         R. E. DENSFORD, VICE PRESIDENT
                           ENEX RESOURCES CORPORATION
                                  800 ROCKMEAD
                         THREE KINGWOOD PLACE, SUITE 200
                               KINGWOOD, TX 77339
                                 (713) 358-8401
- --------------------------------------------------------------------------------

(NAME,  ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
     THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):

A.   [x] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT 
         SUBJECT TO REGULATION  14A[17  CFR  240.14A-1  TO  240.14B-1]. 
         REGULATION  14C[17 CFR 240.14C-1 TO  240.14C-101] OR RULE 13E-3(C)
         [SS.240.13E-  3(C)] UNDER THE SECURITIES  EXCHANGE  ACT OF 1934.
         [AMENDED  IN  RELEASE  NO.34-23789  (P.84,044),  EFFECTIVE JANUARY 20,
         1987,51  F.R.42048.]
     B. O THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
          1933.
     C. O A TENDER OFFER. 
     D. O NONE OF THE ABOVE.  CHECK THE FOLLOWING BOX IF THE  SOLICITING
          MATERIALS  OR  INFORMATION  STATEMENT  REFERRED TO IN CHECKING
          BOX (A) ARE PRELIMINARY COPIES:

     CALCULATION OF FILING FEE

     TRANSACTION VALUATION:
     THE MAXIMUM AGGREGATE VALUE OF THE TRANSACTION        AMOUNT OF FILING FEE:
     IS $259,856 (PARTNERSHIP INDEBTEDNESS, WHICH EXCEEDS         $52.00
     ESTIMATED FAIR MARKET VALUE OF PARTNERSHIP ASSETS TO
     BE SOLD IN LIQUIDATION PURSUANT TO PLAN OF DISSOLUTION)


           CHECK  BOX IF ANY  PART  OF THE FEE IS  OFFSET  AS  PROVIDED  BY RULE
         0-11(A)(2)  AND IDENTIFY THE FILING WITH WHICH THE  OFFSETTING  FEE WAS
         PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
         NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

         AMOUNT PREVIOUSLY PAID: $52.00
         FORM OR REGISTRATION NO.: SCHEDULE 14A
         FILING PARTY: ENEX RESOURCES CORPORATION
         DATE FILED: OCTOBER 31, 1995


<PAGE>
Item 17. Material to be Filed as Exhibits

     (a)   Not applicable
   
     (b)   Revised fair market  valuation  reports prepared by Gruy are filed
 herewith as Exhibit 1.
    
     (c)   Not applicable.

     (d)   Not applicable.

     (e)   Not applicable.

     (f)   Not applicable.








     Enex Resources Corporation -1-                  November 16, 1995




                                                     November 16, 1995




Enex Resources Corporation
Three Kingwood Place, Suite 200
Kingwood, Texas 77339


                                            Enex Oil & Gas Income Program II
                                            Series 1, LP
                                            95-002-106


Gentlemen:

At your request,  we have estimated the fair market value as of July 1, 1995 for
certain interests owned by the limited partners in Enex Oil & Gas Income Program
II,  Series 1, LP (Enex).  The  estimated  fair market  value is  summarized  by
acquisition for this partnership as follows:


                                                                  Estimated
                 Acquisition                                Fair Market Value


              E. Seven Sisters                               $       203,825
              Comite A                                       $        53,500
              NW Esperance Point 'B&C'                       $         2,364
              Steamboat                                      $             0

              TOTAL                                          $       259,689


The fair market value was estimated  using the income approach as opposed to the
market data  approach  because it is difficult to identify  sales of oil and gas
properties  that are  comparable  in net  reserves,  product  prices,  location,
operating expenses, and operator expertise. For the proved producing properties,
the  discounted  future  net  revenue  is  reduced  to a fair  market  value  by
multiplying by a suitable fraction that accounts for the risk associated with an
investment.  For proved developed non-producing and proved undeveloped reserves,
the present value of the required capital is added to the discounted  future net
revenue, a suitable risk factor is applied, and the present value of the capital
is  subtracted  from that  value.  This  approach  assumes  that the  capital is
invested with  certainty and the resulting cash flow stream is burdened with the
uncertainty.  In all cases, the payout time and the internal  rate-of-return for
each fair  market  value  estimate is computed  and  compared  with that which a
rational investor would expect.



<PAGE>


<PAGE>


Enex Resources Corporation         -2-                         December 6, 1995



The  estimated  discounted  future  net  revenue is that  revenue  which will be
realized  from  the  sale of the  estimated  net  reserves  after  deduction  of
royalties,  ad valorem and production taxes,  direct operating costs and capital
expenditures,  when  applicable and then discounted at 10 percent using mid-year
discounting.  Surface and well  equipment  salvage  values and well plugging and
field  abandonment costs have been considered in the revenue  projections,  when
applicable.  Future net revenue as stated in this report is before the deduction
of federal income tax.

   
The following  parameters are  incorporated  in the economic  projections of the
report. Market prices received by Enex from third party purchasers in June, 1995
are held  constant in 1995 at $17.25 per barrel of oil for  Louisiana and $17.00
per barrel for all other states,  then  escalated per Table 1 to a maximum price
of $30.69 per  barrel.  June 1995 gas prices  varied by area and BTU content and
remained  flat through  1995,  then  escalated per Table 1 to a maximum price of
$3.80 per MMBTU.  Operating and capital costs are escalated at an annual rate of
3 percent until the primary product reaches its maximum price. The actual prices
that will be received  and the  associated  costs may be more or less than those
projected.    
   
Extent and character of ownership, oil and gas prices,  production data, capital
expenditure  estimates were provided by Enex and verified as follows:  extent of
ownership by reference to third party  division  orders,  assignments,  bills of
sale and conveyance and stipulation of interest in our files, oil and gas prices
by reference to information  accompanying checks received as Enex's share of the
proceeds of production  from the oil and gas  interests  that are the subject of
this  report  and  posted  price  bulletins   issued  by  purchasers  of  Enex's
production.   Price  escalation  rates  were  derived  from  published  industry
guidelines  and are a composite  of a  published  survey of rates used by energy
lending  institutions  and operators of oil and gas properties.  Production data
were  obtained from  independent  commercial  data sources and direct  operating
costs were obtained by references to joint interest billings issued by the third
party  operators  of Enex's oil and gas  interests.  Capital  expenditures  were
extracted from AFE's (authorization for expenditure). No independent well tests,
property inspections or audits of operating expenses were conducted by our staff
in conjunction with this study but were reviewed for reasonableness.  We did not
verify or determine the extent, character,  obligations,  status or liabilities,
if any,  arising from any current or possible future  environmental  liabilities
that might be applicable.    
   
In order to estimate the fair market value shown in this report,  we have relied
in part on geological,  engineering and economic data furnished by Enex, such as
well logs and core  analyses  provided to Enex by the third party  operators  of
Enex's oil and gas  interests,  and other data  available from state records and
commercial  log  libraries.  Income may be subject to  regulation  and  contract
provisions and may fluctuate  according to market demand or other factors beyond
the control of the operator.    








<PAGE>


Enex Resources Corporation              -3-                 December 6, 1995



We are unrelated to Enex and we have no interest in the  properties  included in
this report. In particular:

         1.     We do not own a financial interest in Enex or its oil and gas 
                properties.

         2.     Our fee is not contingent on the outcome of our work or report.

         3.     We have not performed other services for or have any other 
                relationship with Enex that would affect our independence.
   
         4.     We have verified and corroborated  through sources  unaffiliated
                with  Enex all  information  provided  by Enex and used by us in
                estimating the fair market value shown above.

         5.     No  instructions  were given and no limitations  were imposed by
                Enex on the scope or  methodology  to be used by us in preparing
                such estimates; we did not accept or incorporate any assumptions
                from Enex,  but merely called upon Enex to the extent  customary
                in the  oil and gas  industry  to  gather  and  provide  certain
                background  information  which we  determined to be relevant and
                appropriate,  we determined what information to use, and how and
                to what  extent  such  information  should  be relied  upon,  in
                estimating the fair market values shown above.
    
If  investments  or  business  decisions  are to be made in  reliance  on  these
estimates by anyone other than our client,  such person with the approval of our
client is invited to visit our  offices at his  expense so that he can  evaluate
the assumptions  made and the  completeness  and extent of the data available on
which our estimates are based.

Any  distribution or publication of this report or any part thereof must include
this letter in its entirety.

                                                Yours very truly,

                                                H.J. GRUY AND ASSOCIATES, INC.





                                                Marilyn Wilson, P.E.
                                                Executive Vice President






<PAGE>


Enex Resources Corporation              -4-                   December 6, 1995









                                                     James H. Hartsock, P.E.
                                                     Executive Vice President





                                                     Sylvia Castilleja
                                                     Reservoir Engineer

MW:JHH:SC:llb
Attachments
B:\PAGES2&3.INS





<PAGE>


Enex Resources Corporation             -5-                   December 6, 1995


                                     TABLE 1
                             OIL AND GAS ESCALATIONS




                                   Oil Escalations        Gas Escalations
                                           %                     %
1996                                      5.2                   7.2
1997                                      5.0                   7.3
1998                                      4.3                   4.2
1999                                      3.2                   3.0
Thereafter                                3.3                   3.0



<PAGE>




                                                     November 16, 1995




Enex Resources Corporation
Three Kingwood Place, Suite 200
Kingwood, Texas 77339


                                               Enex Oil & Gas Income Program II
                                               Series 2, LP
                                               95-002-106


Gentlemen:

At your request,  we have estimated the fair market value as of July 1, 1995 for
certain interests owned by the limited partners in Enex Oil & Gas Income Program
II,  Series 2, LP (Enex).  The  estimated  fair market  value is  summarized  by
acquisition for this partnership as follows:


                                                                  Estimated
                 Acquisition                                Fair Market Value


              E. Seven Sisters                               $       212,350
              Comite A                                       $        13,910
              Steamboat                                      $             0

              TOTAL                                          $       226,260



The fair market value was estimated  using the income approach as opposed to the
market data  approach  because it is difficult to identify  sales of oil and gas
properties  that are  comparable  in net  reserves,  product  prices,  location,
operating expenses, and operator expertise. For the proved producing properties,
the  discounted  future  net  revenue  is  reduced  to a fair  market  value  by
multiplying by a suitable fraction that accounts for the risk associated with an
investment.  For proved developed non-producing and proved undeveloped reserves,
the present value of the required capital is added to the discounted  future net
revenue, a suitable risk factor is applied, and the present value of the capital
is  subtracted  from that  value.  This  approach  assumes  that the  capital is
invested with  certainty and the resulting cash flow stream is burdened with the
uncertainty.  In all cases, the payout time and the internal  rate-of-return for
each fair  market  value  estimate is computed  and  compared  with that which a
rational investor would expect.



<PAGE>


<PAGE>


Enex Resources Corporation         -2-                         December 6, 1995



The  estimated  discounted  future  net  revenue is that  revenue  which will be
realized  from  the  sale of the  estimated  net  reserves  after  deduction  of
royalties,  ad valorem and production taxes,  direct operating costs and capital
expenditures,  when  applicable and then discounted at 10 percent using mid-year
discounting.  Surface and well  equipment  salvage  values and well plugging and
field  abandonment costs have been considered in the revenue  projections,  when
applicable.  Future net revenue as stated in this report is before the deduction
of federal income tax.

   
The following  parameters are  incorporated  in the economic  projections of the
report. Market prices received by Enex from third party purchasers in June, 1995
are held  constant in 1995 at $17.25 per barrel of oil for  Louisiana and $17.00
per barrel for all other states,  then  escalated per Table 1 to a maximum price
of $30.69 per  barrel.  June 1995 gas prices  varied by area and BTU content and
remained  flat through  1995,  then  escalated per Table 1 to a maximum price of
$3.80 per MMBTU.  Operating and capital costs are escalated at an annual rate of
3 percent until the primary product reaches its maximum price. The actual prices
that will be received  and the  associated  costs may be more or less than those
projected.    
   
Extent and character of ownership, oil and gas prices,  production data, capital
expenditure  estimates were provided by Enex and verified as follows:  extent of
ownership by reference to third party  division  orders,  assignments,  bills of
sale and conveyance and stipulation of interest in our files, oil and gas prices
by reference to information  accompanying checks received as Enex's share of the
proceeds of production  from the oil and gas  interests  that are the subject of
this  report  and  posted  price  bulletins   issued  by  purchasers  of  Enex's
production.   Price  escalation  rates  were  derived  from  published  industry
guidelines  and are a composite  of a  published  survey of rates used by energy
lending  institutions  and operators of oil and gas properties.  Production data
were  obtained from  independent  commercial  data sources and direct  operating
costs were obtained by references to joint interest billings issued by the third
party  operators  of Enex's oil and gas  interests.  Capital  expenditures  were
extracted from AFE's (authorization for expenditure). No independent well tests,
property inspections or audits of operating expenses were conducted by our staff
in conjunction with this study but were reviewed for reasonableness.  We did not
verify or determine the extent, character,  obligations,  status or liabilities,
if any,  arising from any current or possible future  environmental  liabilities
that might be applicable.    
   
In order to estimate the fair market value shown in this report,  we have relied
in part on geological,  engineering and economic data furnished by Enex, such as
well logs and core  analyses  provided to Enex by the third party  operators  of
Enex's oil and gas  interests,  and other data  available from state records and
commercial  log  libraries.  Income may be subject to  regulation  and  contract
provisions and may fluctuate  according to market demand or other factors beyond
the control of the operator.    








<PAGE>


Enex Resources Corporation               -3-                  December 6, 1995



We are unrelated to Enex and we have no interest in the  properties  included in
this report. In particular:

         1.     We do not own a financial interest in Enex or its oil and gas 
                properties.

         2.     Our fee is not contingent on the outcome of our work or report.

         3.     We have not performed other services for or have any other 
                relationship with Enex that would affect our independence.
   
         4.     We have verified and corroborated  through sources  unaffiliated
                with  Enex all  information  provided  by Enex and used by us in
                estimating the fair market value shown above.

         5.     No  instructions  were given and no limitations  were imposed by
                Enex on the scope or  methodology  to be used by us in preparing
                such estimates; we did not accept or incorporate any assumptions
                from Enex,  but merely called upon Enex to the extent  customary
                in the  oil and gas  industry  to  gather  and  provide  certain
                background  information  which we  determined to be relevant and
                appropriate,  we determined what information to use, and how and
                to what  extent  such  information  should  be relied  upon,  in
                estimating the fair market values shown above.
    
If  investments  or  business  decisions  are to be made in  reliance  on  these
estimates by anyone other than our client,  such person with the approval of our
client is invited to visit our  offices at his  expense so that he can  evaluate
the assumptions  made and the  completeness  and extent of the data available on
which our estimates are based.

Any  distribution or publication of this report or any part thereof must include
this letter in its entirety.

                                                Yours very truly,

                                                H.J. GRUY AND ASSOCIATES, INC.





                                                Marilyn Wilson, P.E.
                                                Executive Vice President






<PAGE>


Enex Resources Corporation              -4-                   December 6, 1995









                                                     James H. Hartsock, P.E.
                                                     Executive Vice President





                                                     Sylvia Castilleja
                                                     Reservoir Engineer

MW:JHH:SC:llb
Attachments
B:\PAGES2&3.INS





<PAGE>


Enex Resources Corporation             -5-                   December 6, 1995


                                     TABLE 1
                             OIL AND GAS ESCALATIONS




                                   Oil Escalations        Gas Escalations
                                           %                     %
1996                                      5.2                   7.2
1997                                      5.0                   7.3
1998                                      4.3                   4.2
1999                                      3.2                   3.0
Thereafter                                3.3                   3.0



<PAGE>


                                                     November 16, 1995



Enex Resources Corporation
Three Kingwood Place, Suite 200
Kingwood, Texas 77339


                                               Enex Oil & Gas Income Program II
                                               Series 3, LP
                                               95-002-106

Gentlemen:

At your request,  we have estimated the fair market value as of July 1, 1995 for
certain interests owned by the limited partners in Enex Oil & Gas Income Program
II,  Series 3, LP (Enex).  The  estimated  fair market  value is  summarized  by
acquisition for this partnership as follows:

                                                                  Estimated
                 Acquisition                                Fair Market Value


              E. Seven Sisters                               $       133,610
              Comite A                                       $        12,840
              Steamboat                                      $             0
              Newport                                        $        24,600
              Blair                                          $         8,200
              Hanson                                         $        28,140

              TOTAL                                          $       207,390


The fair market value was estimated  using the income approach as opposed to the
market data  approach  because it is difficult to identify  sales of oil and gas
properties  that are  comparable  in net  reserves,  product  prices,  location,
operating expenses, and operator expertise. For the proved producing properties,
the  discounted  future  net  revenue  is  reduced  to a fair  market  value  by
multiplying by a suitable fraction that accounts for the risk associated with an
investment.  For proved developed non-producing and proved undeveloped reserves,
the present value of the required capital is added to the discounted  future net
revenue, a suitable risk factor is applied, and the present value of the capital
is  subtracted  from that  value.  This  approach  assumes  that the  capital is
invested with  certainty and the resulting cash flow stream is burdened with the
uncertainty.  In all cases, the payout time and the internal  rate-of-return for
each fair  market  value  estimate is computed  and  compared  with that which a
rational investor would expect.



<PAGE>


<PAGE>


Enex Resources Corporation         -2-                         December 6, 1995



The  estimated  discounted  future  net  revenue is that  revenue  which will be
realized  from  the  sale of the  estimated  net  reserves  after  deduction  of
royalties,  ad valorem and production taxes,  direct operating costs and capital
expenditures,  when  applicable and then discounted at 10 percent using mid-year
discounting.  Surface and well  equipment  salvage  values and well plugging and
field  abandonment costs have been considered in the revenue  projections,  when
applicable.  Future net revenue as stated in this report is before the deduction
of federal income tax.

   
The following  parameters are  incorporated  in the economic  projections of the
report. Market prices received by Enex from third party purchasers in June, 1995
are held  constant in 1995 at $17.25 per barrel of oil for  Louisiana and $17.00
per barrel for all other states,  then  escalated per Table 1 to a maximum price
of $30.69 per  barrel.  June 1995 gas prices  varied by area and BTU content and
remained  flat through  1995,  then  escalated per Table 1 to a maximum price of
$3.80 per MMBTU.  Operating and capital costs are escalated at an annual rate of
3 percent until the primary product reaches its maximum price. The actual prices
that will be received  and the  associated  costs may be more or less than those
projected.    
   
Extent and character of ownership, oil and gas prices,  production data, capital
expenditure  estimates were provided by Enex and verified as follows:  extent of
ownership by reference to third party  division  orders,  assignments,  bills of
sale and conveyance and stipulation of interest in our files, oil and gas prices
by reference to information  accompanying checks received as Enex's share of the
proceeds of production  from the oil and gas  interests  that are the subject of
this  report  and  posted  price  bulletins   issued  by  purchasers  of  Enex's
production.   Price  escalation  rates  were  derived  from  published  industry
guidelines  and are a composite  of a  published  survey of rates used by energy
lending  institutions  and operators of oil and gas properties.  Production data
were  obtained from  independent  commercial  data sources and direct  operating
costs were obtained by references to joint interest billings issued by the third
party  operators  of Enex's oil and gas  interests.  Capital  expenditures  were
extracted from AFE's (authorization for expenditure). No independent well tests,
property inspections or audits of operating expenses were conducted by our staff
in conjunction with this study but were reviewed for reasonableness.  We did not
verify or determine the extent, character,  obligations,  status or liabilities,
if any,  arising from any current or possible future  environmental  liabilities
that might be applicable.    
   
In order to estimate the fair market value shown in this report,  we have relied
in part on geological,  engineering and economic data furnished by Enex, such as
well logs and core  analyses  provided to Enex by the third party  operators  of
Enex's oil and gas  interests,  and other data  available from state records and
commercial  log  libraries.  Income may be subject to  regulation  and  contract
provisions and may fluctuate  according to market demand or other factors beyond
the control of the operator.    








<PAGE>


Enex Resources Corporation               -3-                 December 6, 1995



We are unrelated to Enex and we have no interest in the  properties  included in
this report. In particular:

         1.     We do not own a financial interest in Enex or its oil and gas 
                properties.

         2.     Our fee is not contingent on the outcome of our work or report.

         3.     We have not performed other services for or have any other 
                relationship with Enex that would affect our independence.
   
         4.     We have verified and corroborated  through sources  unaffiliated
                with  Enex all  information  provided  by Enex and used by us in
                estimating the fair market value shown above.

         5.     No  instructions  were given and no limitations  were imposed by
                Enex on the scope or  methodology  to be used by us in preparing
                such estimates; we did not accept or incorporate any assumptions
                from Enex,  but merely called upon Enex to the extent  customary
                in the  oil and gas  industry  to  gather  and  provide  certain
                background  information  which we  determined to be relevant and
                appropriate,  we determined what information to use, and how and
                to what  extent  such  information  should  be relied  upon,  in
                estimating the fair market values shown above.
    
If  investments  or  business  decisions  are to be made in  reliance  on  these
estimates by anyone other than our client,  such person with the approval of our
client is invited to visit our  offices at his  expense so that he can  evaluate
the assumptions  made and the  completeness  and extent of the data available on
which our estimates are based.

Any  distribution or publication of this report or any part thereof must include
this letter in its entirety.

                                                Yours very truly,

                                                H.J. GRUY AND ASSOCIATES, INC.





                                                Marilyn Wilson, P.E.
                                                Executive Vice President






<PAGE>


Enex Resources Corporation              -4-                   December 6, 1995









                                                     James H. Hartsock, P.E.
                                                     Executive Vice President





                                                     Sylvia Castilleja
                                                     Reservoir Engineer

MW:JHH:SC:llb
Attachments
B:\PAGES2&3.INS





<PAGE>


Enex Resources Corporation             -5-                   December 6, 1995


                                     TABLE 1
                             OIL AND GAS ESCALATIONS




                                   Oil Escalations        Gas Escalations
                                           %                     %
1996                                      5.2                   7.2
1997                                      5.0                   7.3
1998                                      4.3                   4.2
1999                                      3.2                   3.0
Thereafter                                3.3                   3.0



<PAGE>



                                                     November 16, 1995




Enex Resources Corporation
Three Kingwood Place, Suite 200
Kingwood, Texas 77339

                                               Enex Oil & Gas Income Program II
                                               Series 4, LP
                                               95-002-106

Gentlemen:

At your request,  we have estimated the fair market value as of July 1, 1995 for
certain interests owned by the limited partners in Enex Oil & Gas Income Program
II,  Series 4, LP (Enex).  The  estimated  fair market  value is  summarized  by
acquisition for this partnership as follows:

                                                                  Estimated
                 Acquisition                                Fair Market Value


              E. Seven Sisters                               $       110,360
              Comite A                                       $         9,630
              Steamboat                                      $             0
              Newport                                        $        24,600
              Blair                                          $        10,250
              Hanson                                         $        26,264

              TOTAL                                          $       181,104


The fair market value was estimated  using the income approach as opposed to the
market data  approach  because it is difficult to identify  sales of oil and gas
properties  that are  comparable  in net  reserves,  product  prices,  location,
operating expenses, and operator expertise. For the proved producing properties,
the  discounted  future  net  revenue  is  reduced  to a fair  market  value  by
multiplying by a suitable fraction that accounts for the risk associated with an
investment.  For proved developed non-producing and proved undeveloped reserves,
the present value of the required capital is added to the discounted  future net
revenue, a suitable risk factor is applied, and the present value of the capital
is  subtracted  from that  value.  This  approach  assumes  that the  capital is
invested with  certainty and the resulting cash flow stream is burdened with the
uncertainty.  In all cases, the payout time and the internal  rate-of-return for
each fair  market  value  estimate is computed  and  compared  with that which a
rational investor would expect.



<PAGE>


<PAGE>


Enex Resources Corporation         -2-                         December 6, 1995



The  estimated  discounted  future  net  revenue is that  revenue  which will be
realized  from  the  sale of the  estimated  net  reserves  after  deduction  of
royalties,  ad valorem and production taxes,  direct operating costs and capital
expenditures,  when  applicable and then discounted at 10 percent using mid-year
discounting.  Surface and well  equipment  salvage  values and well plugging and
field  abandonment costs have been considered in the revenue  projections,  when
applicable.  Future net revenue as stated in this report is before the deduction
of federal income tax.

   
The following  parameters are  incorporated  in the economic  projections of the
report. Market prices received by Enex from third party purchasers in June, 1995
are held  constant in 1995 at $17.25 per barrel of oil for  Louisiana and $17.00
per barrel for all other states,  then  escalated per Table 1 to a maximum price
of $30.69 per  barrel.  June 1995 gas prices  varied by area and BTU content and
remained  flat through  1995,  then  escalated per Table 1 to a maximum price of
$3.80 per MMBTU.  Operating and capital costs are escalated at an annual rate of
3 percent until the primary product reaches its maximum price. The actual prices
that will be received  and the  associated  costs may be more or less than those
projected.    
   
Extent and character of ownership, oil and gas prices,  production data, capital
expenditure  estimates were provided by Enex and verified as follows:  extent of
ownership by reference to third party  division  orders,  assignments,  bills of
sale and conveyance and stipulation of interest in our files, oil and gas prices
by reference to information  accompanying checks received as Enex's share of the
proceeds of production  from the oil and gas  interests  that are the subject of
this  report  and  posted  price  bulletins   issued  by  purchasers  of  Enex's
production.   Price  escalation  rates  were  derived  from  published  industry
guidelines  and are a composite  of a  published  survey of rates used by energy
lending  institutions  and operators of oil and gas properties.  Production data
were  obtained from  independent  commercial  data sources and direct  operating
costs were obtained by references to joint interest billings issued by the third
party  operators  of Enex's oil and gas  interests.  Capital  expenditures  were
extracted from AFE's (authorization for expenditure). No independent well tests,
property inspections or audits of operating expenses were conducted by our staff
in conjunction with this study but were reviewed for reasonableness.  We did not
verify or determine the extent, character,  obligations,  status or liabilities,
if any,  arising from any current or possible future  environmental  liabilities
that might be applicable.    
   
In order to estimate the fair market value shown in this report,  we have relied
in part on geological,  engineering and economic data furnished by Enex, such as
well logs and core  analyses  provided to Enex by the third party  operators  of
Enex's oil and gas  interests,  and other data  available from state records and
commercial  log  libraries.  Income may be subject to  regulation  and  contract
provisions and may fluctuate  according to market demand or other factors beyond
the control of the operator.    








<PAGE>


Enex Resources Corporation               -3-                  December 6, 1995



We are unrelated to Enex and we have no interest in the  properties  included in
this report. In particular:

         1.     We do not own a financial interest in Enex or its oil and gas 
                properties.

         2.     Our fee is not contingent on the outcome of our work or report.

         3.     We have not performed other services for or have any other 
                relationship with Enex that would affect our independence.
   
         4.     We have verified and corroborated  through sources  unaffiliated
                with  Enex all  information  provided  by Enex and used by us in
                estimating the fair market value shown above.

         5.     No  instructions  were given and no limitations  were imposed by
                Enex on the scope or  methodology  to be used by us in preparing
                such estimates; we did not accept or incorporate any assumptions
                from Enex,  but merely called upon Enex to the extent  customary
                in the  oil and gas  industry  to  gather  and  provide  certain
                background  information  which we  determined to be relevant and
                appropriate,  we determined what information to use, and how and
                to what  extent  such  information  should  be relied  upon,  in
                estimating the fair market values shown above.
    
If  investments  or  business  decisions  are to be made in  reliance  on  these
estimates by anyone other than our client,  such person with the approval of our
client is invited to visit our  offices at his  expense so that he can  evaluate
the assumptions  made and the  completeness  and extent of the data available on
which our estimates are based.

Any  distribution or publication of this report or any part thereof must include
this letter in its entirety.

                                                Yours very truly,

                                                H.J. GRUY AND ASSOCIATES, INC.





                                                Marilyn Wilson, P.E.
                                                Executive Vice President






<PAGE>


Enex Resources Corporation              -4-                   December 6, 1995









                                                     James H. Hartsock, P.E.
                                                     Executive Vice President





                                                     Sylvia Castilleja
                                                     Reservoir Engineer

MW:JHH:SC:llb
Attachments
B:\PAGES2&3.INS





<PAGE>


Enex Resources Corporation             -5-                   December 6, 1995


                                     TABLE 1
                             OIL AND GAS ESCALATIONS




                                   Oil Escalations        Gas Escalations
                                           %                     %
1996                                      5.2                   7.2
1997                                      5.0                   7.3
1998                                      4.3                   4.2
1999                                      3.2                   3.0
Thereafter                                3.3                   3.0



<PAGE>



                                  ATTACHMENT 1





<PAGE>

                                  ATTACHMENT 1
                      DEFINITIONS FOR OIL AND GAS RESERVES 1

RESERVES

Reserves are estimated  volumes of crude oil,  condensate,  natural gas, natural
gas  liquids,   and  associated   substances   anticipated  to  be  commercially
recoverable from known  accumulations from a given date forward,  under existing
economic  conditions,  by  established  operating  practices,  and under current
government  regulations.  Reserve  estimates  are  based  on  interpretation  of
geologic and/or engineering data available at the time of the estimate.

Reserve  estimates  generally will  be revised as  reservoirs are  produced,  as
additional  geologic and/or  engineering  data become  available, or as economic
conditions change.

Reserves do  not include  volumes of  crude  oil,  condensate,  natural gas,  or
natural  gas  liquids  being   held in  inventory.  If  required  for  financial
reporting  or other special purposes, reserves may be reduced for on-site  usage
and/or processing losses.

The  ownership  status of reserves  may change due to the  expiration  of a pro-
duction  license or contract; when  relevant to reserve  assignment such changes
should be identified for each reserve classification.

Reserves may  be attributed to  either  natural  reservoir  energy,  or improved
recovery  methods.  Improved  recovery includes  all methods  for  supplementing
natural  reservoir  energy to increase ultimate  recovery from a reservoir. Such
methods include  (1) pressure maintenance,  (2) cycling,  (3) waterflooding, (4)
thermal methods,  (5) chemical flooding, and  (6) the use of miscible and immis-
cible displacement fluids.

All reserves estimated involve some degree of uncertainty, depending chiefly on
the amount and reliability  of geologic and  engineering data  available at the 
time of the estimate and the interpretation fo these data.  The relative degree
of uncertainty may be  conveyed by  placing  reserves in one  of two classifica-
tions, either proved or unproved.  Unproved reserves are less certain to be re-
covered than proved reserves and may be subclassified as probable or possible to
denote progressively increasing uncertainty.

PROVED RESERVES

Proved  reserves can  be estimated with  reasonable  certainty to be recoverable
under current economic conditions.  Current economic conditions include prices 
and costs prevailing at the time of the estimate.  Proved reserves may be devel-
oped or undeveloped.

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

1 Approved by the Board of Directors, Society of Petroleum Engineers, Inc. and 
the Board of Directors of the Society of Petroleum Evaluation Engineers in 1987.
<PAGE>

In general, reserves are considered proved if commercial producibility of the 
reservoir is supported by actual production or formation tests.  The term proved
refers to the estimated volume of reserves and not just to the productivity of
the well or reservoir.  In certain instances, proved reserves may be assigned on
the basis of electrical and other type logs and/or core analysis that indicate
subject reservoir is hydocarbon bearing and is analogous to reservoirs in the 
same area that are producing, or have deomonstrated the ability to produce on a
formation test.

The area of a reservoir considered proved includes (1) the area delineated by
drilling and defined by fluid contacts, if any, and (2) the undrilled areas that
can be reasonably judged as commercially productive on the basis of available 
geological and engineering data.  In the absence of data on fluid contracts, the
lowest known structural occurrence of hydocarbons controls the proved limit 
unless otherwise indicated by definitive engineering of performance data.

Proved reserves must have facilities to process and transport those reserves to
market that are operational at the time of the estimate, or there is a commit-
ment or reasonable expectations to install such facilities in the future.

In general, proved undeveloped reserves are assigned to undrilled locations that
satisfy the following conditions:  (1) the locations are direct offsets to wells
that have indicated commercial production in the objective formation,  (2) it is
reasonably  certain that the  locations  are within the known proved  productive
limits of the objective  formation,  (3) the locations  conform to existing well
spacing regulations, if any, and (4)it is reasonably certain that the locations
will be  developed.  Reserves  for other undrilled  locations are classified as 
proved undeveloped only in those cases where interpretations of data from wells 
indicate that the objective formation is laterally continuous and contains com-
mercially recoverable hydrocarbons at locations beyond direct offsets.

Reserves that can be produced through the application of established improved
recovery methods are included in the proved classifications when (1) successful
testing by a pilot project or favorable production or pressure response of an
insalled program in that reservoir, or one in the immediate area with similar
rock and fluid properties, provides support for the engineering analysis on 
which the project or program is based and (2) it is reasonably certain the pro-
ject will proceed.

Reserves to be recovered by improved recovery methods that have yet to be esta-
blished through repeated commercially successful applications are included in 
the proved classification only (1) after a favorable production response from
subject reservoir from either (a) a representative pilot or (b) an installed
program, where the response provides support for the engineering analysis on
which the project is based, and (2) it is reasonably certain the project will 
proceed.

UNPROVED RESERVES

Unproved reserves are based on geologic and/or  engineering data similar to that
used in estimates of proved reserves; but technological,  contractual, economic,
or regulatory  uncertainties  preclude such reserves being classified as proved.
They may be estimated assuming future economic

                                     Page 2
<PAGE>


conditions different from those prevailing at the time of the estimate.

Estimates  of unproved  reserves  may be made for  internal  planning or special
evaluations, but are not routinely compiled.

Unproved  reserves are not to be added to proved  reserves  because of different
levels of uncertainty.

Unproved reserves may be divided into two subclassifications:  probable and pos-
sible.

Probable  Reserves - Probable reserves are less certain than proved reserves and
can be estimated with a degree of certainty sufficient to indicate they are more
likely to be recovered than not.

In general,  probable reserves may include (1) reserves anticipated to be proved
by normal stepout  drilling  where subsurface  control is inadequate to classify
these  reserves  as  proved,  (2)  reserves  in  formations  that  appear  to be
productive  base on log  characteristics  but that lack core data or  definitive
tests and which are not analogous to producing or proved reservoirs in the area,
(3) incremental reservoirs  attributable to infill drilling that otherwise could
be classified as prove but closer to statutory  spacing had not been approved at
the time of the  estimate,  (4) reserves  attributable  to an improved  recovery
method  which  has  been   established  by  repeated   commercially   successful
applications  when a project or pilot is planned but not in operation  and rock,
fluid,   and  reservoir   characteristics   appear   favorable  for   commercial
application,  (5)  reserves  in an area of a  formation  that  has  been  proved
productive  in other areas of the field but subject area appears to be separated
from the proved  area by  faulting  and the  geologic  interpretation  indicates
subject  area  is  structurally  higher  than  the  proved  area,  (6)  reserves
attributable  to  a  successful  workover,  treatment,  retreatment,  change  of
equipment,  or other  mechanical  procedure,  where such  procedure has not been
proved successful in wells exhibiting similar behavior in analogous  reservoirs,
and (7) incremental  reserves in a proved producing reservoir where an alternate
interpretation  of performance or volumetric data indicates  significantly  more
reserves than can be classified as proved.

Possible  Reserves - Possible  reserves are less certain than probable  reserves
and can be estimated  with a low degree of certainty,  insufficient  to indicate
whether they are more likely to be recovered than not.

In general,  possible reserves may include (1) reserves  suggested by structural
and/or stratigraphic  extrapolation beyond area classified as probable, based on
geologic  and/or  geophysical  interpretation, (2) reserves in  formations  that
appear  to be hydrocarbon  bearing based on  logs or cores  but that may  not be
productive at commercial rates,  (3) incremental reserves attributable to infill
drilling that are subject to technical uncertainty, (4) reserves attributable to
an improved recovery method when a project or pilot is planned but not in opera-
tion  and rock, fluid, and reservoir characteristics are such that a  reasonable
doubt exists that the project will be commercial, and (5) reserves in an area of
a formation  that has  been proved  productive  in other  areas of the field but
subject area  appears to be  separated  from the proved  area  by  faulting  and
geologic  interpretation  indicates subject  area is structurally lower than the
proved area.

                                     Page 3

<PAGE>



RESERVE STATUS CATEGORIES

Reserve status  categories  define the development and producing status of wells
and/or reservoirs.

Developed - Developed  reserves are expected to be recovered from existing wells
(including  reserves  behind pipe).  Improved  recovery  reserves are considered
developed  only after the necessary  equipment has been  installed,  or when the
costs to do so are relatively minor. Developed reserves may be subcategorized as
producing or nonproducing.

         Producing -       Producing reserves are expected to be recovered from
                           completion intervals open at the time of the estimate
                           and producing. Improved recovery reserves are consid-
                           ered to be producing only after an improved recovery 
                           project is in operation.

         Nonproducing  -  Non producing reserves include shut-in and behind-pipe
                          reserves. Shut-in reserves are expected to be recover-
                          ed from completion intervals open at the time of the
                          estimate, but  which had  not started  producing,  or
                          where shut-in for market conditions or pipeline conec-
                          tion, or were not capable of production for mechanical
                          reasons, and the time when sales will start is uncer-
                          tain.

Behind-pipe  reserves are expected to be recovered  from zones behind  casing in
existing  wells,  which  will  require  additional  completion  work or a future
recompletion prior to the start of production.

Undeveloped  - Undeveloped  reserves are expected to be recovered:  (1) from new
wells on undrilled  acreage,  (2) from  deepening  existing wells to a different
reservoir,  or (3) where a  relatively  large  expenditure  is  required  to (a)
recomplete  an  existing  well  or  (b)  install  production  or  transportation
facilities or improved recovery projects.



                                     Page 4




<PAGE>



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