ENEX 88 89 INCOME & RETIREMENT FUND SERIES 3 L P
10QSB, 1996-05-14
CRUDE PETROLEUM & NATURAL GAS
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                                 United States
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-QSB


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

                 For the quarterly period ended March 31, 1996

                                      OR

         [ ] TRANSITION REPORT PURSUANT TO 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 registrant 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)           (Zip Code)

              Registrant's telephone number, including area code:
                                (713) 358-8401


      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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>


                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                                                MARCH 31,
ASSETS                                                            1996
                                                         ---------------------
(Unaudited)
CURRENT ASSETS:
  Cash                                                   $                718
  Accounts receivable - oil & gas sales                                 8,658
                                                         ---------------------

Total current assets                                                    9,376
                                                         ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                                1,510,573
  Less  accumulated depletion                                       1,461,262
                                                         ---------------------

Property, net                                                          49,311
                                                         ---------------------

TOTAL                                                    $             58,687
                                                         =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                      $                112
   Payable to general partner                                          15,171
                                                         ---------------------

Total current liabilities                                              15,283
                                                         ---------------------

NONCURRENT PAYABLE TO GENERAL PARTNER                                  91,028
                                                         ---------------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   (51,193)
   General partner                                                      3,569
                                                         ---------------------
Total partners' capital (deficit)                                     (47,624)
                                                         ---------------------

TOTAL                                                    $             58,687
                                                         =====================







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

                                       I-1
<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------


(UNAUDITED)                                 THREE MONTHS ENDED
                                       ------------------------------------

                                            MARCH 31,              MARCH 31,
                                               1996                  1995
                                       -------------    -------------------

REVENUES:
  Oil and gas sales                    $     11,120        $         9,350  
                                       -------------    -------------------

EXPENSES:
  Depletion                                   1,372                  8,471
  Impairment of property                    258,758                      -
  Production taxes                              103                    134
  General and administrative                  3,637                  2,508
                                       -------------    -------------------

Total expenses                              263,870                 11,113
                                       -------------    -------------------






NET LOSS                               $   (252,750)      $         (1,763)
                                       =============    ===================


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

                                       I-2

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

(UNAUDITED)
                                                      THREE MONTHS ENDED

                                                  MARCH 31,           MARCH 31,
                                                    1996                1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                      $  (252,750)        $    (1,763)

Adjustments to reconcile net loss to net cash
 provided by operating activities:
 Depletion and amortization                         1,372               8,471
  Impairment of property                          258,758                   -
(Increase) decrease in:
  Accounts receivable - oil & gas sales              (900)              2,290
Increase (decrease) in:
   Accounts payable                                (1,483)             (2,862)
   Payable to general partner                      (5,055)             (6,732)

Total adjustments                                 252,692               1,167

Net cash used by operating activities                 (58)               (596)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                  -              (5,030)

NET DECREASE IN CASH                                  (58)             (5,626)

CASH AT BEGINNING OF YEAR                             776               7,540

CASH AT END OF PERIOD                             $   718             $ 1,914



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.

2.   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.



                                    I-4

<PAGE>



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


First Quarter 1996 Compared to First Quarter 1995

Oil and gas sales for the first quarter increased from $9,350 in 1995 to $11,120
in 1996.  This  represents an increase of $1,770 (19%).  Oil sales  increased by
$745 or 11%. A 16% increase in average net oil prices increased sales by $1,044.
This increase was partially offset by a 4% decrease in oil production. Gas sales
increased by $1,025 or 44%. An 81% increase in average net gas prices  increased
sales by $1,512.  This  increase was  partially  offset by a 21% decrease in gas
production.  The  decrease  in oil  production  was  primarily  due  to  natural
production  declines.  The decrease in gas production was primarily due to a the
lack of  production  from a well in the  Lake  Decade  acquisition  which  began
producing water. The increase in average net oil prices  corresponds with higher
prices in the overall  market for the sale of oil.  The  increase in average net
gas price was primarily due to relatively lower operating  expenses on the Lake
Decade acquisition from which the Company receives a net profits royalty.

Depletion  expense  decreased from $8,471 in the first quarter of 1995 to $1,372
in the first quarter of 1996.  This  represents a decrease of $7,099 (84%).  The
changes in production,  noted above, reduced depletion expense by $1,037. An 82%
decrease  in the  depletion  rate  reduced  depletion  expense by an  additional
$6,062.  The  decrease  in the  depletion  rate was  primarily  due to the lower
property basis resulting from the recognition of a $258,758 property impairment.

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 from $2,508 in the first quarter
of 1995 to $3,637 in the first quarter of 1996. This increase of $1,129 (45%) is
primarily due to a $1,659 increase in direct expenses incurred by the Company in
1996, partially offset by 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 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.


                                    I-5

<PAGE>



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 March 31, 1996.



<PAGE>




                                  SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto 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




May 11, 1996                                      By: /s/ James A. Klein
                                                     -------------------
                                                           James A. Klein
                                                       Controller and Chief
                                                        Accounting Officer








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<NAME>                        Enex 88-89 Income & Retirement Fund-Series 3, L.P.
       
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<PERIOD-START>                                 jan-01-1996
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<CASH>                                         718
<SECURITIES>                                   0
<RECEIVABLES>                                  8658
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<PP&E>                                         1510573
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<TOTAL-ASSETS>                                 58687
<CURRENT-LIABILITIES>                          15283
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                          0
                                    0
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<TOTAL-LIABILITY-AND-EQUITY>                   58687
<SALES>                                        11120
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<CGS>                                          103
<TOTAL-COSTS>                                  260233
<OTHER-EXPENSES>                               3637
<LOSS-PROVISION>                               0
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<INCOME-PRETAX>                                0
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