ENEX 88 89 INCOME & RETIREMENT FUND SERIES 5 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 0-18330

            ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.
            (Exact name of registrant as specified in its Charter)

                   New Jersey                          76-0259722
         (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 5, L.P.
BALANCE SHEET
- ------------------------------------------------------------------------------

                                                                MARCH 31,
ASSETS                                                            1996
                                                         ---------------------
(Unaudited)
CURRENT ASSETS:
  Cash                                                   $              2,155
  Accounts receivable - oil & gas sales                                12,036
                                                         ---------------------

Total current assets                                                   14,191
                                                         ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                                1,011,033
  Less  accumulated depletion                                         950,316
                                                         ---------------------

Property, net                                                          60,717
                                                         ---------------------

TOTAL                                                    $             74,908
                                                         =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                      $                171
   Payable to general partner                                          12,758
                                                         ---------------------

Total current liabilities                                              12,929

NONCURRENT PAYABLE TO GENERAL PARTNER                                  38,275
                                                         ---------------------

PARTNERS' CAPITAL:
   Limited partners                                                    17,921
   General partner                                                      5,783
                                                         ---------------------

Total partners' capital                                                23,704
                                                         ---------------------

TOTAL                                                    $             74,908
                                                         =====================







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

                                       I-1

<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.
STATEMENTS OF OPERATIONS
- -----------------------------------------------------------------------------

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

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

REVENUES:
  Oil and gas sales                     $    11,016     $       9,763      
                                        ------------    --------------

EXPENSES:
  Depletion                                   3,003             7,645
  Production taxes                              335               534
  General and administrative                  3,432             2,270
                                        ------------    --------------

Total expenses                                6,770            10,449
                                        ------------    --------------








NET INCOME (LOSS)                       $     4,246      $       (686)        
                                        ============    ==============

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

                                       I-2


<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P.
STATEMENTS OF CASH FLOWS

(UNAUDITED)
                                                        THREE MONTHS ENDED

                                                   MARCH 31,          MARCH 31,
                                                     1996               1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                 $   4,246          $   (686)

Adjustments to reconcile net income (loss) to
 net cash provided by operating
   activities:
  Depletion                                           3,003             7,645
Decrease in:
  Accounts receivable - oil & gas sales                 140             4,142

(Decrease) in:
   Accounts payable                                  (1,844)           (2,871)
   Payable to general partner                        (4,980)              (11)

Total adjustments                                    (3,681)            8,905

Net cash provided by operating activities               565             8,219

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                    -            (7,575)

NET INCREASE IN CASH                                    565               644

CASH AT BEGINNING OF YEAR                             1,590             1,725

CASH AT END OF PERIOD                            $    2,155        $    2,369




See accompanying notes to financial statements.

                                       I-3



<PAGE>

ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, 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 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 $9,763 in 1995 to $11,016
in 1996.  This  represents an increase of $1,253 (13%).  Oil sales  increased by
$416 or 4%. A 35%  increase in average oil net sales  price  increased  sales by
$1,541.  This increase was partially offset by a 20% decrease in oil production.
Gas sales  increased  $837 or 20%. A 43% increase in average gas net sales price
increased sales by $1,499.  This increase was partially offset by a 16% decrease
in gas  production. The increases in average net sales  prices were  primarily a
result of lower  operating  costs  incurred on the Company's net profit  royalty
properties  coupled with higher prices in the overall market for the sale of oil
and gas.  Operating  costs were  higher in 1995 due to  workovers  on the Speary
acquisition  which  adversely  affected the prices received on the Company's net
profit royalty interests.

Depletion  expense  decreased from $7,645 in the first quarter of 1995 to $3,003
in the first quarter of 1996.  This  represents a decrease of $4,642 (61%).  The
changes in production,  noted above,  reduced depletion expense by $4,342. A 52%
decrease  in the  depletion  rate  reduced  depletion  expense by an  additional
$3,300. The decrease in the depletion rate was primarily due upward revisions of
the oil and gas reserves during December 1995.

General and  administrative  expenses increased from $2,270 in the first quarter
of 1995 to $3,432 in the first quarter of 1996. This increase of $1,162 (51%) is
primarily due to a $1,714 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.

The Company will continue to recover its reserves and distribute to the partners
the net proceeds  realized from the sale of oil and gas production after payment
of debt  obligations.  The Company  discontinued the payment of distributions in
the second quarter of 1995. 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 general
partner does not intend to accelerate  the repayment of the debt beyond the cash
flow provided by operating  activities.  Based upon current projected cash flows
from its property, it does not appear that the Company will have sufficient cash
to pay its operating expenses,  repay its debt obligations and pay distributions
in the near future.

                                    I-5

<PAGE>



                          PART II.  OTHER INFORMATION

Item 1Legal 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.




                                     II-1

<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 5, 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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