ENEX INCOME & RETIREMENT FUND SERIES 2 LP
10QSB, 1995-11-13
CRUDE PETROLEUM & NATURAL GAS
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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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

                For the quarterly period ended September 30, 1995

                                       OR

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

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

                         Commission file number 0-16550

                ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
        (Exact name of small business issuer as specified in its charter)

                              New Jersey 76-0222815
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

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


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


          Check whether the issuer (1) 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



<PAGE>


<TABLE>
<CAPTION>


ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
BALANCE SHEET
- --------------------------------------------------------------------

                                                       September 30,
ASSETS                                                     1995
                                                       -------------
                                                        (Unaudited)
CURRENT ASSETS:
<S>                                                     <C>       
  Cash ..........................................       $    4,057
  Receivable from affiliated limited partnership               340
  Accounts receivable - oil & gas sales .........           22,052
  Other current assets ..........................           20,000
                                                        ----------

Total current assets ............................           46,449
                                                        ----------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests ............................        1,209,403
  Less  accumulated depletion ...................          821,688
                                                        ----------

Property, net ...................................          387,715
                                                        ----------


TOTAL ...........................................       $  434,164
                                                        ==========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .............................       $        6
   Payable to general partner ...................           26,548
                                                        ----------

Total current liabilities .......................           26,554
                                                        ----------

NONCURRENT PAYABLE TO GENERAL PARTNER ...........           26,548
                                                        ----------

PARTNERS' CAPITAL:
   Limited partners .............................          373,292
   General partner ..............................            7,771
                                                        ----------

Total partners' capital .........................          381,063
                                                        ----------

TOTAL ...........................................       $  434,164
                                                        ==========



<FN>


See accompanying notes to financial statements.
- --------------------------------------------------------------------
</FN>
</TABLE>

                                       I-1

<PAGE>
<TABLE>
<CAPTION>

ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENTS OF OPERATIONS
- ---------------------------------------------------------------------------------------


(UNAUDITED)                          QUARTER ENDED              NINE MONTHS ENDED 
                             ----------------------------  ----------------------------

                             September 30,  September 30,  September 30,  September 30,
                                 1995           1994           1995           1994
                             -------------  -------------  -------------  -------------

REVENUES:
<S>                                <C>           <C>           <C>           <C>     
  Oil and gas sales ........       $24,270       $34,504       $64,774       $115,965
                                   -------       -------       -------       --------

EXPENSES:
  Depletion ................        13,794        12,689        28,640         41,133
  Production taxes .........         2,008         1,520         3,140          4,650
  General and administrative         7,002         7,995        23,189         30,585
                                   -------       -------       -------       --------

Total expenses .............        22,804        22,204        54,969         76,368
                                   -------       -------       -------       --------

INCOME FROM OPERATIONS .....         1,466        12,300         9,805         39,597
                                   -------       -------       -------       --------

OTHER INCOME:
  Gain from sale of property        15,286          --          15,286           --
                                   -------       -------       -------       --------

NET INCOME .................       $16,752       $12,300       $25,091       $ 39,597
                                   =======       =======       =======       ========



<FN>

See accompanying notes to financial statements.
- ---------------------------------------------------------------------------------------
</FN>
</TABLE>

                                       I-2
<PAGE>

<TABLE>
<CAPTION>

ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------

(UNAUDITED)
                                                     NINE MONTHS ENDED
                                                 ------------------------------

                                                 September 30,    September 30,
                                                     1995             1994
                                                 -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>             <C>            
Net income ....................................       $ 25,091        $ 39,597       
                                                      ---------       ---------

Adjustments to reconcile net income to net cash
   provided by operating activities
  Depletion ...................................         28,640          41,133
  Gain from sale of property ..................        (15,286)           --
(Increase) decrease in:
  Accounts receivable - oil & gas sales .......          4,048           5,299
  Accounts receivable - affiliated partnerships           (340)           --
  Other current assets ........................        (20,000)           --
Increase (decrease) in:
   Accounts payable ...........................         (3,033)           --
   Payable to general partner .................        (18,032)         16,240
                                                      ---------       ---------        

Total adjustments .............................        (24,003)         62,672
                                                      ---------       ---------

Net cash provided by operating activities .....          1,088         102,269
                                                      ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property .............         20,000            --
                                                      ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions .........................        (24,708)        (97,792)
                                                      ---------       ---------

NET INCREASE (DECREASE) IN CASH ...............         (3,620)          4,477

CASH AT BEGINNING OF YEAR .....................          7,677          17,713
                                                      ---------       ---------

CASH AT END OF PERIOD .........................       $  4,057        $ 22,190        
                                                      =========       =========



<FN>

See accompanying notes to financial statements.
- -------------------------------------------------------------------------------
</FN>
</TABLE>

                                       I-3







<PAGE>

ENEX INCOME AND RETIREMENT FUND - SERIES 2, L.P.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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

2.        In the third quarter of 1995, the  Company sold a  portion of its in-
          terest in the Shana  Acquisition for $20,000.  A gain of  $15,286 was
          recognized on the sale.



                                       I-4

<PAGE>



Item 2.   Management's Discussion and Analysis or Plan of Operation.


Third Quarter 1995 Compared to Third Quarter 1994

Oil and gas  sales for the  third  quarter  decreased  from  $34,504  in 1994 to
$24,270  in 1995.  This  represents  a  decrease  of  $10,234  (30%).  Oil sales
decreased by $810 (23%).  A 9% decrease in oil  production  reduced oil sales by
$297.  A 16%  decrease in the average  net oil sales price  reduced  sales by an
additional  $513.  Gas sales  decreased by $9,424  (30%).  A 34% decrease in the
average  net gas  sales  price  reduced  sales by  $10,960.  This  decrease  was
partially  offset  by a 5%  increase  in gas  production.  The  decrease  in oil
production was primarily due to natural  production  declines.  The decreases in
the average net oil and gas sales prices were primarily due to relatively  lower
net profits payments  received on the Shana  acquisition which incurred workover
charges in 1995  coupled  with lower  prices in the overall  market for the sale
gas. The increase in gas production was primarily due to higher  production from
the Corinne  acquisition which had been shut-in in the third quarter of 1994 due
to  over-production   and  due  to  higher  production  from  the  East  Cameron
acquisition resulting from a recompletion in the fourth quarter of 1994.

     Depletion  expense  increased  from $12,689 in the third quarter of 1994 to
$13,794 in the third  quarter of 1995.  This  represents  an  increase of $1,105
(9%).  The changes in  production,  noted  above,  caused  depletion  expense to
increase by $413, while a 5% increase in the depletion rate increased  depletion
expense by $692. The rate increase is primarily the result of relatively  higher
production from properties with a higher depletion rate,  partially offset by an
upward revision of the oil and gas reserves at December 31, 1994.

In the third quarter of 1995,  the Company sold a portion of its interest in the
Shana acquisition for $20,000. A gain of $15,286 was recognized on the sale.

General and  administrative  expenses decreased from $7,995 in 1994 to $7,002 in
1995.  This  decrease  of $993 (12%) is  primarily  due to less staff time being
required to manage the Company's operations.


First Nine Months in 1995 Compared to First Nine Months in 1994

Oil and gas sales for the first nine months  decreased  from $115,965 in 1994 to
$64,774  in 1995.  This  represents  a  decrease  of  $51,191  (44%).  Oil sales
increased by $2,382 (19%). A 63% increase in oil production  increased oil sales
by $7,906.  This increase was partially  offset by a 27% decrease in the average
net oil sales price. Gas sales decreased by $53,573 (52%). A 30% decrease in gas
production reduced sales by $30,894. A 31% decrease in the average net gas sales
price reduced sales by an additional $22,679. The increase in oil production was
primarily the result of higher  production from the Shana  acquisition which was
partially  shut-in  during  1994 to  perform a  workover.  The  decrease  in gas
production was primarily due to lower

                                       I-5

<PAGE>



production from the Corinne acquisition which was shut-in for over-production in
the first  half of 1995,  and due to  natural  production  declines  which  were
especially  pronounced  on the Pecan  Island  acquisition.  The  decrease in the
average net oil sales price was primarily due to higher operating costs incurred
on the  Shana  acquisition,  in which  the  Company  has a net  profits  royalty
interest,  partially  offset by higher prices in the overall market for the sale
of oil.  The  decrease in the average net gas sales price was  primarily  due to
higher operating costs incurred on the Shana  acquisition,  in which the Company
has a net profits  royalty  interest  coupled  with lower  prices in the overall
market for the sale gas.

Depletion  expense  decreased  from  $41,133 in the first nine months of 1994 to
$28,640 in the first nine months of 1995.  This represents a decrease of $12,493
(30%).  A 40%  decrease  in the  depletion  rate  reduced  depletion  expense by
$18,802. This decrease was partially offset by the changes in production,  noted
above.  The rate decrease is primarily  the result of an upward  revision of the
oil and gas reserves at December 31, 1994.

In the third quarter of 1995,  the Company sold a portion of its interest in the
Shana acquisition for $20,000. A gain of $15,286 was recognized on the sale.

General and administrative expenses decreased from $30,585 in 1994 to $23,189 in
1995.  This  decrease of $7,396 (24%) is primarily  due to less staff time being
required to manage the Company's operations.


CAPITAL RESOURCES AND LIQUIDITY


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

     The Company  discontinued the payment of distributions in July 1995. Future
distributions  are dependent  upon,  among other  things,  an increase in prices
received for oil and gas. The Company will  continue to recover its reserves and
distribute  to the limited  partners the net proceeds  realized form the sale of
oil and gas  production.  Distribution  amounts  are  subject  to  change if net
revenues are greater or less than expected.  Future periodic  distributions will
be made once sufficient net revenues are accumulated.



                                       I-6

<PAGE>



                           PART II. OTHER INFORMATION

          Item 1.     Legal Proceedings.

                      None

          Item 2.     Changes in Securities.

                      None

          Item 3.     Defaults Upon Senior Securities.

                      Not Applicable

          Item 4.     Submission of Matters to a Vote of Security Holders.

                      Not Applicable

          Item 5.     Other Information.

                      Not Applicable

          Item 6.     Exhibits and Reports on Form 8-K.

                      (a)  There are no exhibits to this report.

                      (b)   The Company  filed no reports on Form 8-K during the
                            quarter ended September 30, 1995.


                                      II-1

<PAGE>



                                   SIGNATURES


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


                                                   ENEX INCOME AND RETIREMENT
                                                      FUND - SERIES 2, L.P.
                                                      ---------------------
                                                          (Registrant)



                                                  By:ENEX RESOURCES CORPORATION
                                                     --------------------------
                                                          General Partner



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




November 11, 1995                                   By: /s/ James A. Klein
                                                        -------------------
                                                            James A. Klein
                                                         Controller and Chief
                                                           Accounting Officer


<PAGE>



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     
</LEGEND>
<CIK>                         0000825248
<NAME>                        Enex Income and Retirement Fund-Series 2, L.P.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              dec-31-1995
<PERIOD-START>                                 jan-01-1995
<PERIOD-END>                                   sep-30-1995
<CASH>                                         4057
<SECURITIES>                                   0
<RECEIVABLES>                                  22392
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               46449
<PP&E>                                         1209403
<DEPRECIATION>                                 821688
<TOTAL-ASSETS>                                 434164
<CURRENT-LIABILITIES>                          26554
<BONDS>                                        0
<COMMON>                                       0
                          0
                                    0
<OTHER-SE>                                     381063
<TOTAL-LIABILITY-AND-EQUITY>                   434164
<SALES>                                        64774
<TOTAL-REVENUES>                               64774
<CGS>                                          31780
<TOTAL-COSTS>                                  31780
<OTHER-EXPENSES>                               23189
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            15286
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   25091
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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