ENEX 88 89 INCOME & RETIREMENT FUND SERIES 3 L P
10QSB, 1996-08-14
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 June 30, 1996

                                       OR

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

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

                         Commission file number 0-17595

             ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
        (Exact name of small business issuer as specified in its charter)

                  New Jersey                                    76-0251417
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                      Identification No.)

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

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


         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                  Yes x      No

Transitional Small Business Disclosure Format (Check one):

                                  Yes        No x


<PAGE>


                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
BALANCE SHEET
- ----------------------------------------------------------------------

                                                                  JUNE 30,
ASSETS                                                              1996
                                                              ---------------
                                                                 (Unaudited)
CURRENT ASSETS:
<S>                                                                 <C>
Cash ........................................................       $     6,495
  Accounts receivable - oil & gas sales .....................             6,491
                                                                    -----------

Total current assets ........................................            12,986
                                                                    -----------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests ........................................         1,510,573
  Less  accumulated depletion ...............................         1,469,252
                                                                    -----------

Property, net ...............................................            41,321
                                                                    -----------

TOTAL .......................................................       $    54,307
                                                                    ===========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .........................................       $        77
   Payable to general partner ...............................            14,857
                                                                    -----------

Total current liabilities ...................................            14,934
                                                                    -----------

NONCURRENT PAYABLE TO GENERAL PARTNER .......................            89,146
                                                                    -----------

PARTNERS' CAPITAL:
   Limited partners .........................................           (53,927)
   General partner ..........................................             4,154
                                                                    -----------

Total partners' capital .....................................           (49,773)
                                                                    -----------

TOTAL .......................................................       $    54,307
                                                                    ===========

</TABLE>



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

                                       I-1

<PAGE>
<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
STATEMENTS OF OPERATIONS
- ---------------------------------------------------------------------------


(UNAUDITED)                       QUARTER ENDED            SIX MONTHS ENDED
                              ----------------------   --------------------------

                               JUNE 30,     JUNE 30,      JUNE 30,       JUNE 30,
                                 1996         1995         1996           1995
                              ---------   ----------   -----------    -----------

REVENUES:
<S>                            <C>          <C>          <C>          <C>
Oil and gas sales ..........   $   8,767    $   7,982    $  19,887    $  17,332
                               ---------    ---------    ---------    ---------

EXPENSES:
  Depletion ................       7,990        9,835        9,362       18,306
  Impairment of property ...        --           --        258,758         --
  Production taxes .........         112          119          215          253
  General and administrative       2,814        2,578        6,451        5,086
                               ---------    ---------    ---------    ---------

Total expenses .............      10,916       12,532      274,786       23,645
                               ---------    ---------    ---------    ---------


NET (LOSS) .................   $  (2,149)   $  (4,550)   $(254,899)   $  (6,313)
                               =========    =========    =========    =========

</TABLE>




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

                                       I-2

<PAGE>
<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
STATEMENTS OF CASH FLOWS
- -----------------------------------------------------------------------------

(UNAUDITED)
                                                         SIX MONTHS ENDED
                                                  ---------------------------

                                                       JUNE 30,      JUNE 30,
                                                         1996          1995
                                                  -------------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>           <C>
Net (loss) .......................................   $(254,899)    $(6,313)
                                                      ---------   ---------

Adjustments  to  reconcile   net  (loss)  to  net  cash  provided  by  operating
   activities:
  Depletion ......................................       9,362       18,306
  Impairment of property .........................     258,758         --
Decrease in:
  Accounts receivable - oil & gas sales ..........       1,267        4,308
(Decrease) in:
   Accounts payable ..............................      (1,518)      (2,862)
   Payable to general partner ....................      (7,251)     (15,157)
                                                       --------   ---------

Total adjustments ................................     260,618        4,595
                                                       --------   ---------

Net cash provided (used) by operating activities .       5,719       (1,718)
                                                       --------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions ...........................        --         (5,029)
                                                        -------  ---------

NET INCREASE (DECREASE) IN CASH ..................       5,719       (6,747)

CASH AT BEGINNING OF YEAR ........................         776        7,540
                                                      --------    ---------

CASH AT END OF PERIOD ............................   $   6,495      $   793
                                                      ========    =========

</TABLE>




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

                                       I-3

<PAGE>

ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 3, L.P.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

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


                                       I-4

<PAGE>



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


Second Quarter 1995 Compared to Second Quarter 1996

Oil and gas sales for the second quarter increased to $8,767 in 1996 from $7,982
in 1995. This represents an increase of $785 (10%).  Oil sales increased by $414
or 7%. A 17%  increase in the average  net oil sales  price  increased  sales by
$955. This increase was partially offset by a 9% decrease in oil production. Gas
sales  increased  by $371 or 20%. A 31%  increase  in the  average net gas sales
price  increased  sales by $516.  This  increase was  partially  offset by an 8%
decrease  in gas  production.  The  decreases  in oil  and gas  production  were
primarily due to natural production declines. The increases in average net sales
prices  correspond  with higher prices in the overall market for the sale of oil
and gas.

Depletion  expense decreased to $7,990 in the second quarter of 1996 from $9,835
in the second quarter of 1995. This  represents a decrease of $1,845 (19%).  The
changes in production,  noted above,  reduced  depletion expense by $822. An 11%
decrease  in the  depletion  rate  reduced  depletion  expense by an  additional
$1,023.  The  decrease  in the  depletion  rate was  primarily  due to the lower
property basis resulting from the recognition of a $258,758 property  impairment
in the first quarter of 1996.

General and  administrative  expenses increased to $2,814 in 1996 from $2,578 in
1995.  This  increase  of $236 (9%) is  primarily  due to more  staff time being
required to manage the Company's operations.


First Six Months in 1995 Compared to First Six Months in 1996

Oil and gas sales for the first six  months  increased  to  $19,887 in 1996 from
$17,332  in 1995.  This  represents  an  increase  of  $2,555  (15%).  Oil sales
increased  by $1,159 or 9%. A 16%  increase  in the  average net oil sales price
increased sales by $1,982.  This increase was partially  offset by a 6% decrease
in oil  production.  Gas sales increased by $1,396 or 33%. A 57% increase in the
average  net gas sales  price  increased  sales by  $2,023.  This  increase  was
partially  offset by a 15% decrease in gas production.  The decreases in oil and
gas production were primarily due to natural production declines.  The increases
in average net sales prices  correspond with higher prices in the overall market
for the sale of oil and gas.

Depletion  expense  decreased  to $9,362  in the  first six  months of 1996 from
$18,306 in the first six months of 1995.  This  represents  a decrease of $8,944
(49%).  The changes in production,  noted above,  reduced  depletion  expense by
$1,925.  A 43% decrease in the depletion  rate reduced  depletion  expense by an
additional  $7,019.  The decrease in the depletion rate was primarily due to the
lower property  basis  resulting  from the  recognition  of a $258,758  property
impairment in the first quarter of 1996.


                                       I-5

<PAGE>


The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting  Standard  ("SFAS")  No.  121,  "Accounting  for  the  Impairment  of
Long-Lived  Assets and for Long- Lived Assets to be Disposed Of," which requires
certain assets to be reviewed for impairment  whenever  events or  circumstances
indicate the carrying  amount may not be  recoverable.  In the first  quarter of
1996,  the Company  recognized a non-cash  impairment  provision of $258,758 for
certain oil and gas properties due to market conditions and reserve revisions on
the Lake Decade acquisition,  which indicated that the carrying amounts were not
fully recoverable.

General and  administrative  expenses increased to $6,451 in 1996 from $5,086 in
1995.  This  increase of $1,365 (27%) is primarily  due to more 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 1995 to 1996 are  primarily  due to the changes in oil
and  gas  sales  described  above.  It is the  general  partner's  intention  to
distribute  substantially  all of  the  Company's  available  cash  flow  to the
Company's partners.

The Company  discontinued the payment of distributions  during 1995. The Company
will continue to recover its reserves and distribute to the limited partners the
net proceeds  realized from the sale of oil and gas production  after payment of
its debt obligations. Distribution amounts are subject to change if net revenues
are greater or less than expected.  Based upon current projected cash flows from
the properties, it does not appear that the Company will have sufficient cash to
pay its operating expenses, repay its debt obligations and pay distributions.



                                      II-1

<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 June 30, 1996.


                                      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 88-89 INCOME AND RETIREMENT
                                                 FUND - SERIES 3, L.P.
                                                      (Registrant)



                                              By:ENEX RESOURCES CORPORATION
                                                     General Partner



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




August 13, 1996                               By: /s/ James A. Klein
                                                 -------------------
                                                       James A. Klein
                                                   Controller and Chief
                                                    Accounting Officer





<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                           0000848081
<NAME>                          Enex 88-89 Income & Retirement Fund - Sr 2, L.P.
       
<S>                             <C>
<PERIOD-TYPE>                   6-mos
<FISCAL-YEAR-END>                              dec-31-1996
<PERIOD-START>                                 jan-01-1996
<PERIOD-END>                                   jun-30-1996
<CASH>                                         6495
<SECURITIES>                                   0
<RECEIVABLES>                                  6491
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               12986
<PP&E>                                         1510573
<DEPRECIATION>                                 1469252
<TOTAL-ASSETS>                                 54307
<CURRENT-LIABILITIES>                          14934
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     (49773)
<TOTAL-LIABILITY-AND-EQUITY>                   54307
<SALES>                                        19887
<TOTAL-REVENUES>                               19887
<CGS>                                          215
<TOTAL-COSTS>                                  2683335
<OTHER-EXPENSES>                               6451
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (254899)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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