ENEX INCOME & RETIREMENT FUND SERIES 1 LP
10KSB/A, 1996-11-12
CRUDE PETROLEUM & NATURAL GAS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION                    
                             Washington, D.C. 20549                             
                                                                                
   
                                   FORM 10-KSB/A
                                  AMENDMENT II
    
                                                                                
     (Mark One)                                                                 
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE               
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]                 
                                                                                
                   For the fiscal year ended December 31, 1995                  
                                                                                
             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE             
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]               
                                                                                
         For the transition period from...............to...............         
                                                                                
                         Commission file number 0-16549                         
                                                                                
                           ENEX INCOME AND RETIREMENT                           
                              FUND - Series 1, L.P.                             
                 (Name of small business issuer in its charter)                 
                                                                                
                         New Jersey                       76-0222813            
                (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. $ 74,029       
                                                                                
         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>                                                                          
                                                                                
    
     Partnerships  with  interests  that  are  "publicly  traded"  are  taxed as
corporations unless at least 90% of their income is "qualifying income." Passive
income  or  loss  from  Publicly  traded  partnerships  that  are not  taxed  as
corporations  generally  cannot be applied  against  passive income or less from
other  sources.  As  stated  in  Item  5 of  this  Annual  Report,  there  is no
established  public  trading  market  for  the  Company's  limited   partnership
interests. In addition, the Company derives more than 90% of its income from oil
and gas activities,  which  constitutes  qualifying income within the meaning of
section  7704(d) of the Code.  Therefore,  the Company should not be affected by
the publicly traded partnership rules.
    
                                               
Item 2.      Description of Property                                            
                                                                                
             Presented   below  is  a   summary   of  the   Company's   property
acquisitions.                                                                   
                                                                                
             LARTO LAKE  acquisition.  The Company  acquired net profits royalty
interests in twelve wells in Catahoula Parish,  Louisiana,  effective July 1987,
for  $354,706.   The  Larto  Lake  acquisition  is  operated  by  Ambrit  Energy
Corporation.  The Company owns net profits royalty interests ranging from 11.07%
to 15.82% in the wells in the Larto Lake acquisition at December 31, 1995.      
                                                                                
             SHANA  acquisition.  Effective January 1, 1988, net profits royalty
interests  in 33 oil and gas wells  located  in  various  counties  in Texas and
Louisiana,  were  purchased for $200,900.  The Shana  acquisition is operated by
thirteen different oil and gas production  companies.  Effective January 1, 1993
the Company sold a portion of its interest in the Shana acquisition for $10,260.
The sale  resulted  in a net gain of $8,950 to the  Company.  Effective  July 1,
1995,  the Company sold its  interests in the Garcia 1, 2 & 5 wells in the Shana
acquisition  to  Mueller  Engineering  Corp.  for  $20,000.  A $15,286  gain was
recognized on the sale. The Company owns net profits royalty  interests  ranging
from  0.159% to 3.394% in the wells in the Shana  acquisition  at  December  31,
1995.                                                                           
                                                                                
             DEAL acquisition. Overriding royalty interests in 453 wells located
in 19 counties in Texas,  New Mexico and Oklahoma,  of which the majority are in
Sutton  County,  Texas,  were  acquired  in March 1988 for a  purchase  price of
$276,750 from James F. and Dorothy  Deal.  The property is operated by Enron Oil
and  Gas  Company  and  American  Exploration  Corporation.   The  Company  owns
overriding  royalty interests ranging from .02% to .17% in the wells in the Deal
acquisition at December 31, 1995.                                               
                                                                                
             PECAN  ISLAND  acquisition.  Royalty  interests in 3 gas wells were
acquired  from Naomi  Morel  Kiern  effective  May 1988 for a purchase  price of
$205,200.  These  wells are located in North Pecan  Island  Field in  Vermillion
Parish,   Louisiana.   The  Pecan  Island   acquisition  is  operated  by  Exxon
Corporation. The Company owns a 1.21% royalty interest in the wells in the Pecan
Island acquisition at December 31, 1995.                                        
                                                                                
             CORINNE  acquisition.  The Company acquired royalty interests in 16
wells in Corinne Field, Monroe County, Mississippi, effective July 1, 1988, from
Lehndorff of Dallas, Texas, for $146,960. The Corinne acquisition is operated by
Samson Resources Corp. The Company owns royalty  interests ranging from 0.01% to
0.82% in the wells in the Corinne acquisition at December 31, 1995.             
                                                                             
             Purchase  price as used above is  defined  as the  actual  contract
price plus finders' fees, if  applicable.  Miscellaneous  acquisition  expenses,
subsequent capital additions, etc. are not included.                            
                                                                                
                                       I-3
<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 INCOME AND RETIREMENT FUND -
                                                     SERIES 1, L.P.

                         By: ENEX RESOURCES CORPORATION
                               the General Partner



   
  November 7, 1996      By: /s/ G. B. Eckley
    

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

                         G. B. Eckley, President


   
                  In  accordance  with the  Exchange  Act,  this report has been
signed  below on November 7,  1996,  by the following persons in the capacities
indicated.
    


ENEX RESOURCES CORPORATION


By:  /s/      G. B. Eckley              General Partner
              -----------------------
              G. B. Eckley, President                                          
                                                                              
                                                                               
     /s/      G. B. Eckley                                                      
                                        President, Chief Executive            
              ------------------        Officer and Director                   
                                                                               
              G. B. Eckley                 
                                           
                                           
     /s/      R. E. Densford            Vice President, Secretary, Treasurer,  
                                        Chief Financial Officer and Director   
             -------------------                                              
                                            
              R. E. Densford                                                    
                                                                               
                                        
     /s/      James A. Klein            Controller and Chief Accounting Officer 

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

              James A. Klein

                                                                                



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