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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT III
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from...............to...............
Commission file number 0-15434
ENEX OIL & GAS INCOME PROGRAM III - Series 2, L.P.
(Name of small business issuer in its charter)
New Jersey 76-0179824
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Rockmead Drive
Three Kingwood Place
Kingwood, Texas 77339
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (713) 358-8401
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Interest
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes x No
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[x]
State issuer's revenues for its most recent fiscal year. $ 175,023
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2 of the Exchange
Act):
Not Applicable
Documents Incorporated By Reference:
None
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<PAGE>
PART II
Item 5. Market for Common Equity and Related Security Holder Matters
Market Information
There is no established public trading market for the Company's
outstanding limited partnership interests.
Number of Equity Security Holders
Number of Record Holders
Title of Class (as of March 1, 1996)
----------------- -------------------------------
General Partner's Interests 1
Limited Partnership Interests 1,195
Dividends
The Company discontinued the payment of distributions in the first
quarter of 1994. Future distributions are dependent upon, among other things, an
increase in the prices received for oil and gas. The Company will continue to
recover its reserves and reduce obligations in 1996. Based upon current
projected cash flows from its property, it does not appear that the Company will
have sufficient net cash flow after debt service to pay distributions.
II-1
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operations
Results of Operations
This discussion should be read in conjunction with the financial
statements of the Company and the notes thereto included in this Form 10-KSB.
Oil and gas sales in 1995 were $175,023 as compared with $171,731 in
1994. Oil and gas sales increased by $3,292 or 2% from 1994 to 1995. Oil sales
increased by $1,889 or 1%. A 10% increase in the average oil sales price
increased sales by $13,335. This increase was partially offset by an 8% decline
in oil production. Gas revenues increased by $1,403 or 7%. An 18% increase in
gas production increased sales by $3,540. This increase was partially offset by
a 9% decrease in the average gas sales price. The increase in gas production was
primarily the result of the completion of a waterflood project on the Schafter
Lake field and the acquisition of additional interest in the Concord acquisition
in the fourth quarter of 1994. The decrease in oil production was a result of
the sale of the Florida acquisition in the fourth quarter of 1994 and due to
natural production declines, partially offset by the acquisition of additional
interest in the Concord acquisition. The changes in average oil and gas sales
prices correspond with changes in the overall market for the sale of oil and
gas.
Lease operating expenses were $61,350 in 1995 as compared with
$108,501 in 1994. Lease operating expenses decreased by $47,151 or 43% from 1994
to 1995. This decrease was primarily due to operating and workover costs
incurred on the Florida acquisition in 1994 which was sold in the fourth quarter
of 1994.
Depreciation and depletion expense was $58,229 in 1995 as compared
with $86,547 in 1994. Depletion and depreciation expense decreased by $28,318 or
33% from 1994 to 1995. A 30% decrease in the depletion rate reduced depreciation
and depletion expense by $25,124. The changes in production, noted above,
reduced depreciation and depletion expense by an additional $3,194. The decrease
in the depletion rate was primarily a result of the recognition of an impairment
of $75,472 in December 1994, coupled with an upward revision of the oil and gas
reserves during 1995.
Due to reserve revisions and lower prices, the Company recorded an
impairment of property of $75,472 in 1994. This impairment represented the
excess of the net capitalized costs, over the undiscounted future net revenues
of the reserves.
Effective October 1, 1994, the Company sold its interest in the
Florida acquisition to Enex Resources Corporation for $55,485, plus the
assumption of plugging and abandonment costs by Enex. The wells in the Florida
acquisition were non-producing. The sales price represents the salvage value of
the wellhead equipment on the wells.
General and administrative expenses were $27,465 in 1995 as compared
with $32,073 in 1994. General and administrative expenses decreased by $4,608 or
14% from 1994 to 1995. This decrease was primarily a result of less time being
required to manage the Company in 1995 and due to a $1,486 decrease in direct
expenses incurred by the Company in 1995.
II-2
<PAGE>
Capital Resources and Liquidity
The Company's cash flow is a direct result of the amount of net
proceeds realized from the sale of oil and gas production and from the sale of
the Florida acquisition, noted above. Accordingly, the changes in cash flow from
1994 to 1995 are primarily due to the changes in oil and gas sales and property
sale, described above and the repayment of $11,490 and $89,602 of debt in 1995
and 1994, respectively.
The Company discontinued the payment of distributions in the first
quarter of 1994. Future distributions are dependent upon among other things, an
increase in the prices received for oil and gas. The Company will continue to
recover its reserves and reduce its obligations in 1996. The Company does not
intend to purchase additional properties or fund extensive development of
existing oil and gas properties, and as such; has no long-term liquidity needs.
The Company's projected cash flows from operations will provide sufficient
funding to pay its operating expenses and debt obligations. Based upon current
projected cash flows from its property, it does not appear that the Company will
have sufficient cash to pay distributions and pay its operating expenses, and
meet its debt obligations. The Company repaid the note payable to the general
partner in 1995, and plans to repay the payable amount owed to the general
partner over a nine year period.
At December 31, 1995, the Company had no material commitments for
capital expenditures. The Company does not intend to engage in any significant
developmental drilling activity.
II-3
<PAGE>
Item 7. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Partners
Enex Oil & Gas Income
Program III - Series 2, L.P.:
We have audited the accompanying balance sheet of Enex Oil & Gas Income Program
III - Series 2, L.P. (a New Jersey limited partnership) as of December 31, 1995
and the related statements of operations, changes in partners' capital
(deficit), and cash flows for each of the two years in the period ended December
31, 1995. These financial statements are the responsibility of the general
partner of Enex Oil & Gas Income Program III - Series 2, L.P. Our responsibility
is to express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Enex Oil & Gas Income Program III - Series
2, L.P. at December 31, 1995 and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Houston, Texas
March 18, 1996
II-4
<PAGE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
BALANCE SHEET, DECEMBER 31, 1995
- -------------------------------------------------------------------------------
ASSETS
1995
------------
CURRENT ASSETS:
<S> <C>
Cash $ 2,129
Accounts receivable - oil & gas sales 13,590
Other current assets 3,946
------------
Total current assets 19,665
------------
OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests and related equipment & facilities 1,642,894
Less accumulated depreciation and depletion 1,276,289
------------
Property, net 366,605
------------
TOTAL $ 386,270
============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 13,450
Payable to general partner 330,786
------------
Total current liabilities 344,236
------------
PARTNERS' CAPITAL (DEFICIT):
Limited partners (7,335)
General partner 49,369
------------
Total partners' capital 42,034
------------
TOTAL $ 386,270
============
Number of $500 Limited Partner units outstanding 4,270
</TABLE>
See accompanying notes to financial statements.
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II-5
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
- -----------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
---------- ----------
REVENUES:
<S> <C> <C>
Oil and gas sales $ 175,023 $ 171,731
---------- ----------
EXPENSES:
Depreciation and depletion 58,229 86,547
Impairment of property - 75,472
Lease operating expenses 61,350 108,501
Production taxes 7,884 8,179
General and administrative:
Allocated from general partner 22,943 26,065
Direct expense 4,522 6,008
---------- ----------
Total expenses 154,928 310,772
---------- ----------
INCOME (LOSS) FROM OPERATIONS 20,095 (139,041)
---------- ----------
OTHER EXPENSE:
Interest expense (989) (6,882)
---------- ----------
NET INCOME (LOSS) $ 19,106 $(145,923)
========== ==========
</TABLE>
See accompanying notes to financial statements.
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II-6
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
PER $500
LIMITED
PARTNER
GENERAL LIMITED UNIT OUT-
TOTAL PARTNER PARTNERS STANDING
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1994 $ 168,851 $ 40,029 $128,822 $ 30
NET INCOME (LOSS) (145,923) 1,610 (147,533) (35)
---------- ---------- --------- ---------
BALANCE, DECEMBER 31, 1994 22,928 41,639 (18,711) (5)
NET INCOME 19,106 7,730 11,376 3
---------- ---------- --------- ---------
BALANCE, DECEMBER 31, 1995 $ 42,034 $ 49,369 $ (7,335)(1)$ (2)
========== ========== ========= =========
</TABLE>
(1) Includes 773 units purchased by the general partner as a limited partner.
See accompanying notes to financial statements.
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II-7
<PAGE>
ENEX OIL AND GAS INCOME PROGRAM III - SERIES 2, L.P.
STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
1995 1994
--------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ 19,106 $ (145,923)
--------- -----------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Depreciation and depletion 58,229 86,547
Impairment of property - 75,472
(Increase) decrease in:
Accounts receivable - oil & gas sales (1,347) 1,293
Other current assets 1,332 (4,019)
Increase (decrease) in:
Accounts payable 2,774 (41,061)
Payable to general partner (46,012) 54,874
--------- -----------
Total adjustments 14,976 173,106
--------- -----------
Net cash provided by operating activities 34,082 27,183
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property (additions) credits - development costs (20,957) 5,930
Proceeds from sale of property - 55,485
--------- -----------
Net cash provided (used) by investing activities (20,957) 61,415
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in note payable to general partner (11,490) (89,602)
--------- -----------
NET INCREASE (DECREASE) IN CASH 1,635 (1,004)
CASH AT BEGINNING OF YEAR 494 1,498
--------- -----------
CASH AT END OF YEAR $ 2,129 494
========= ===========
Cash paid during year for interest $ 989 $ 1,095
========= ===========
</TABLE>
See accompanying notes to financial statements.
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II-8
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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1. PARTNERSHIP ORGANIZATION
Enex Oil & Gas Income Program III - Series 2, L.P. (the "Company"),
a New Jersey limited partnership, commenced operations on November
20, 1986 for the purpose of acquiring proved oil and gas
properties. Total limited partner contributions were $2,135,224, of
which $21,352 was contributed by Enex Resources Corporation
("Enex"), the general partner.
In accordance with the partnership agreement, the Company paid
commissions of $205,788 for solicited subscriptions to Enex
Securities Corporation, a subsidiary of Enex, and reimbursed Enex
for organization expenses of approximately $64,000.
Information relating to the allocation of costs and revenues
between Enex, as general partner, and the limited partners is as
follows:
Limited
Enex Partners
Commissions and selling expenses 100%
Company reimbursement of organization
expense 100%
Company property acquisition 100%
General and administrative costs 10% 90%
Costs of drilling and completing
development wells 10% 90%
Revenues from temporary investment of
partnership capital 100%
Revenues from producing properties 10% 90%
Operating costs (including general and
administrative costs associated with
operating producing properties) 10% 90%
At the point in time when the cash distributions to the limited
partners equal their subscriptions ("payout"), the costs of
drilling and completing development wells, revenues from producing
properties, general and administrative costs and operating costs
will be allocated 15% to the general partner and 85% to the limited
partners.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Oil and Gas Properties - The Company uses the successful efforts
method of accounting for its oil and gas operations. Under this
method, the costs of all development wells are capitalized.
Capitalized costs are amortized on the units-of-production method
based on estimated total
II-9
<PAGE>
proved reserves. The acquisition costs of proved oil and gas
properties are capitalized and periodically assessed for
impairments.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long Lived Assets and for Long-Lived Assets to Be
Disposed Of." This statement requires that long-lived assets and
certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable.
The Company has not determined the effect, if any, on its financial
position or results of operations which may result from the
adoption of this statement in the first quarter of 1996.
The Company's operating interests in oil and gas properties are
recorded using the pro rata consolidation method pursuant to
Interpretation 2 of Accounting Principles Board Opinion 18.
Cash Flows - The Company has presented its cash flows using the
indirect method and considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
General and Administrative Expenses - The Company reimburses the
General Partner for direct costs and administrative costs incurred
on its behalf. Administrative costs allocated to the Company are
computed on a cost basis in accordance with standard industry
practices by allocating the time spent by the General Partner's
personnel among all projects and by allocating rent and other
overhead on the basis of the relative direct time charges.
Uses of Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contigent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
3. PAYABLE TO GENERAL PARTNER
The payable to general partner primarily consists of general and
administrative expenses allocated to the Company by Enex during the
Company's start-up phase and for its ongoing operations. The
Company plans to repay the amounts owed to the general partner over
a period of nine years.
4. FEDERAL INCOME TAXES
General - The Company is not a taxable entity for federal income
tax purposes. Such taxes are liabilities of the individual partners
and the amounts thereof will vary depending on the individual
situation of each partner. Accordingly, there is no provision for
income taxes in the accompanying financial statements.
II-10
<PAGE>
Set forth below is a reconciliation of net income as reflected in the
accompanying financial statements and net income (loss) for federal income tax
purposes for the year ended December 31, 1995:
<TABLE>
<CAPTION>
Allocable to Per $500 Limited
General Limited Partner Unit
TOTAL Partner Partners Outstanding
Net income as reflected in
the accompanying financial
<S> <C> <C> <C> <C>
statements $ 19,106 $ 7,730 $11,376 $ 3
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which
were charged-off for federal
income tax purposes (13,811) (1,381) (12,430) (3)
Difference in depreciation,
depletion and amortization
computed for federal income
tax purposes and the amount
computed for financial
reporting purposes (4,011) - (4,011) (1)
Net income (loss) for federal
income tax purposes $ 1,284 6,349 $(5,065) $ (1)
</TABLE>
Net income (loss) for federal income tax purposes is a summation of ordinary
income (loss), portfolio income (loss), cost depletion and intangible drilling
costs as presented in the Company's federal income tax return.
Set forth below is a reconciliation between partners' capital (deficit) as
reflected in the accompanying financial statements and partners' capital for
federal income tax purposes as of December 31, 1995:
<TABLE>
<CAPTION>
Allocable to Per $500 Limited
General Limited Partner Unit
TOTAL Partner Partners Outstanding
Partners' capital (deficit) as
reflected in the accompanying
<S> <C> <C> <C> <C>
financial statements $ 42,034 $ 49,369 $(7,335) $ (2)
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which
were charged-off for federal
income tax purposes (229,388) (22,943) (206,445) (48)
Difference in accumulated
depreciation, depletion and
amortization for financial
reporting and federal income
tax purposes 152,266 - 152,266 36
Commissions and syndication
fees capitalized for federal
income tax purposes 205,788 - 205,788 48
Partners' capital for federal
income tax purposes $ 170,700 $ 26,426 $144,274 $ 34
</TABLE>
II-11
<PAGE>
5. REPURCHASE OF LIMITED PARTNER INTERESTS
In accordance with the partnership agreement, the general partner
is required to purchase limited partner interests (at the option of
the limited partners) at annual intervals beginning after the
second year following the formation of the Company. The purchase
price, as specified in the partnership agreement, is based
primarily on reserve reports prepared by independent petroleum
engineers as reduced by a specified risk factor.
6. SIGNIFICANT PURCHASERS
Amoco Production Company and Exxon Corporation accounted for 24%
and 13%, respectively, of the Company's total sales in 1995. Amoco
Production Company and Exxon Corporation accounted for 22% and 12%,
respectively, of the Company's total sales in 1994. No other
purchaser individually accounted for more than 10% of such sales.
7. PROPERTY TRANSACTIONS
Effective October 1, 1994, the Company acquired additional working
and royalty interests in the Concord acquisition for $8,166 from an
affiliated partnership. The purchase price represents the fair
market value as determined from the receipt of bids solicited from
independent third party companies.
Effective October 1, 1994, the Company sold its interest in the
Florida acquisition to Enex Resources Corporation for $55,485, plus
the assumption of plugging and abandonment costs by Enex. The wells
in the Florida acquisition were non-producing. The sales price
represents the salvage value of the wellhead equipment on the
wells.
8. NOTE PAYABLE TO GENERAL PARTNER
The Company borrowed $89,000 from the general partner in 1993 a
portion of which was utilized to repay a note payable to a bank. On
March 2, 1994, the Company borrowed an additional $30,000 in order
to finance workover costs incurred at the Florida properties.
Principal payments of $119,602 and $11,490 were made in 1994 and
1995, repectively, completely repaying the note in May 1995. The
weighted average principal outstanding was $88,979 and $3,969
during 1994 and 1995, respectively. The note bore interest of an
average rate of 9.75% and 7.73% in 1995 and 1994, respectively,
which was the general partners borrowing rate of prime plus
three-fourths of one percent.
9. IMPAIRMENT OF PROPERTY
A noncash write-down of capitalized costs of $75,472 was made in
1994. This write-down was computed as the excess of the net
capitalized costs over the undiscounted future net revenues from
proved oil and gas reserves. The undiscounted future net revenues
were computed using certain arbitrary assumptions such as holding
the oil and gas prices constant at the prices in effect at the time
of the computation.
II-12
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
Proved Oil and Gas Reserve Quantities (Unaudited)
The following presents an estimate of the Company's proved oil and gas reserve
quantities and changes therein for each of the two years in the period ended
December 31, 1995. Oil reserves are stated in barrels ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>
Per $500 Per $500
Limited Natural Limited
Oil Partner Unit Gas Partner Unit
(BBLS) Outstanding (MCF) Outstanding
PROVED DEVELOPED AND
UNDEVELOPED RESERVES:
<S> <C> <C> <C> <C>
January 1, 1994 60,856 13 92,925 21
Revisions of previous estimates (1,699) - (16,169) (4)
Purchases of minerals in place 947 - 1,274 -
Production (10,609) (2) (11,302) (3)
December 31, 1994 49,495 11 66,728 14
Revisions of previous estimates 22,012 5 28,385 6
Production (9,805) (2) (13,356) (3)
December 31, 1995 61,702 14 81,757 17
PROVED DEVELOPED RESERVES:
January 1, 1994 60,856 13 92,925 21
December 31, 1994 49,495 11 66,728 14
December 31, 1995 61,702 14 81,757 17
</TABLE>
II-13
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not Applicable
II-14
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENEX OIL & GAS INCOME PROGRAM III -
SERIES 2, L.P.
By: ENEX RESOURCES CORPORATION
the General Partner
December 23, 1996 By: /s/ G. B. Eckley
-------------------
G. B. Eckley, President
In accordance with the Exchange Act, this report has been
signed below on December 23, 1996, by the following persons in the capacities
indicated.
ENEX RESOURCES CORPORATION General Partner
By: /s/ G. B. Eckley
------------------------
G. B. Eckley, President
/s/ G. B. Eckley
President, Chief Executive
------------------ Officer and Director
G. B. Eckley
/s/ R. E. Densford Vice President, Secretary, Treasurer,
Chief Financial Officer and Director
-------------------
R. E. Densford
/s/ James A. Klein Controller and Chief Accounting Officer
-----------------
James A. Klein
S-1
<PAGE>
/s/ Robert D. Carl, III
--------------------------
Robert D. Carl, III Director
/s/ Martin J. Freedman
--------------------------
Martin J. Freedman Director
/s/ William C. Hooper, Jr.
--------------------------
William C. Hooper, Jr. Director
/s/ Tom Shorney
--------------------------
Tom Shorney Director
/s/ Stuart Strasner
--------------------------
Stuart Strasner Director
S-2
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000811205
<NAME> ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-START> jan-01-1996
<PERIOD-END> dec-31-1996
<CASH> 2129
<SECURITIES> 0
<RECEIVABLES> 13590
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19665
<PP&E> 1642894
<DEPRECIATION> 1276289
<TOTAL-ASSETS> 386270
<CURRENT-LIABILITIES> 344236
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 42034
<TOTAL-LIABILITY-AND-EQUITY> 386270
<SALES> 122230
<TOTAL-REVENUES> 122230
<CGS> 89038
<TOTAL-COSTS> 112390
<OTHER-EXPENSES> 23352
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (761)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9079
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
