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 0-16575

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

             New Jersey                              76-0222818
   (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





                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



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

                                                                JUNE 30,
ASSETS                                                            1996
                                                         ---------------------
                                                              (Unaudited)
CURRENT ASSETS:
                                                      
  Cash                                                   $              2,565
  Accounts receivable - oil & gas sales                                40,015
                                                         ---------------------

Total current assets                                                   42,580
                                                         ---------------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests                                                1,325,118
  Less  accumulated depletion                                       1,156,526
                                                         ---------------------

Property, net                                                         168,592
                                                         ---------------------

TOTAL                                                    $            211,172
                                                         =====================

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                      $                292
   Payable to general partner                                          22,778
                                                         ---------------------

Total current liabilities                                              23,070
                                                         ---------------------

NONCURRENT PAYABLE TO GENERAL PARTNER                                  45,557
                                                         ---------------------

PARTNERS' CAPITAL:
   Limited partners                                                   134,866
   General partner                                                      7,679
                                                         ---------------------

Total partners' capital                                               142,545
                                                         ---------------------

TOTAL                                                    $            211,172
                                                         =====================




See accompanying notes to financial statements.
- ------------------------------------------------------
                                       I-1




ENEX 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:
                                                                                   
Oil and gas sales                   $     35,884     $          5,179     $         64,282     $         33,756
                                   --------------    -----------------    -----------------    -----------------

EXPENSES:
  Depletion                                8,770                4,499               20,147               20,307
  Impairment of property                       -                    -               52,602                    -
  Production taxes                         1,827                  205                3,087                1,162
  General and administrative               7,138                6,363               15,633               16,732
                                   --------------    -----------------    -----------------    -----------------

Total expenses                            17,735               11,067               91,469               38,201
                                   --------------    -----------------    -----------------    -----------------

NET INCOME (LOSS)                    $    18,149     $         (5,888)    $        (27,187)    $         (4,445)
                                   ==============    =================    =================    =================




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

                                       I-2




ENEX 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:
                                                                           
Net (loss)                                           $          (27,187)         $        (4,445)
                                                     -------------------      -------------------

Adjustments to reconcile net (loss) to net cash
   provided by operating activities
  Depletion                                                      20,147                   20,307
   Impairment of property                                        52,602                        -
(Increase) decrease in:
  Accounts receivable - oil & gas sales                         (26,854)                  13,939
Increase (decrease) in:
   Accounts payable                                              (4,000)                  (2,909)
   Payable to general partner                                   (14,168)                     211
                                                     -------------------      -------------------

Total adjustments                                                27,727                   31,548
                                                     -------------------      -------------------

Net cash provided by operating activities                           540                   27,103
                                                     -------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions                                                -                  (30,254)
                                                     -------------------      -------------------

NET INCREASE (DECREASE) IN CASH                                     540                   (3,151)

CASH AT BEGINNING OF YEAR                                         2,025                    7,518
                                                     -------------------      -------------------

CASH AT END OF PERIOD                                $            2,565          $         4,367
                                                     ===================      ===================




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

                                                                  I-3





ENEX 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.       On August 9, 1996, the Company's General Partner submitted  preliminary
         proxy material to the Securities  Exchange Commission with respect to a
         proposed  consolidation  of the Company with 33 other  managed  limited
         partnerships.  The terms and  conditions of the proposed  consolidation
         are set forth in such preliminary proxy material.


                                       I-4





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  $35,884  in 1996 from
$5,179 in 1995.  This  represents  an  increase  of  $30,705  (593%).  Oil sales
increased  by $969 or 54%.  An 83%  increase  in the average net oil sales price
increased sales by $1,246.  This increase was partially offset by a 16% decrease
in oil production. Gas sales increased by $29,736 or 888%. A 65% increase in gas
production  increased sales by $2,188,  while a 497% increase in the average net
gas sales price  increased sales by an additional  $27,548.  The decrease in oil
production was primarily the result of natural production declines. The increase
in gas  production  was  primarily  due to higher  production  from the  Corinne
acquisition which had been shut-in for  over-production in the second quarter of
1995, and due to higher production from the East Cameron acquisition,  which was
shut-in  for  workovers  in the second  quarter of 1995.  The  increases  in the
average net oil and gas sales prices were due to  relatively  higher net profits
royalty payments  received from the Barnes Estate  acquisition,  which had lower
operating  costs in 1996,  coupled with higher prices in the overall  market for
the sale of oil and gas.

Depletion  expense increased to $8,770 in the second quarter of 1996 from $4,499
in the second quarter of 1995. This represents an increase of $4,271 (95%).  The
changes in production, noted above, increased depletion expense by $2,446. A 26%
increase in the  depletion  rate  increased  depletion  expense by an additional
$1,825.  The  rate  increase  was  primarily  due to a  higher  production  from
properties with a higher depletion rate coupled with a downward  revision of the
gas reserves during December 1995, partially offset by an upward revision of the
oil reserves  during  December 1995 and the lower property basis  resulting from
the recognition of a $52,602 property impairment in the first quarter of 1996.

General and  administrative  expenses increased to $7,138 in 1996 from $6,363 in
1995.  This  increase  of $775 (12%) 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  $64,282 in 1996 from
$33,756  in 1995.  This  represents  an  increase  of $30,526  (90%).  Oil sales
increased  by $2,272 or 36%. A 3% increase  in oil  production  caused  sales to
increase by $160.  A 33%  increase in the average net oil sales price  increased
sales by an  additional  $2,112.  Gas sales  increased by $28,254 or 103%. A 26%
increase in gas production  increased  sales by $7,080,  while a 61% increase in
the average net gas sales price  increased sales by an additional  $21,174.  The
increases in oil and gas production were primarily due to higher production from
the Corinne acquisition which had been shut-in for over-production in the second
quarter of 1995, and due to higher production from the East Cameron acquisition,
which was shut-in for workovers in 1995. The increases in the

                                       I-5





average net oil and gas sales prices were due to  relatively  higher net profits
royalty payments  received from the Barnes Estate  acquisition,  which had lower
operating  costs in 1996,  coupled with higher prices in the overall  market for
the sale of oil and gas.

Depletion  expense  decreased  to  $20,147  in the first six months of 1996 from
$20,307  in the first six months of 1995.  This  represents  a decrease  of $160
(1%). A 19% decrease in the depletion rate reduced  depletion expense by $4,793.
This decrease was partially  offset by the changes in  production,  noted above.
The rate decrease was  primarily  due to an upward  revision of the oil reserves
during December 1995 and the lower property basis resulting from the recognition
of a $52,602 property impairment in the first quarter of 1996,  partially offset
by a downward revision of the oil reserves during December 1995.

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 of $52,602 for certain oil
and gas properties due to market  indications that the carrying amounts were not
fully recoverable.

General and administrative expenses decreased to $15,633 in 1996 from $16,732 in
1995.  This  decrease of $1,099 (7%) 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 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.  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.

On August 9, 1996, the Company's  General Partner  submitted  preliminary  proxy
material  to the  Securities  Exchange  Commission  with  respect  to a proposed
consolidation  of the Company with 33 other managed  limited  partnerships.  The
terms  and  conditions  of the  proposed  consolidation  are set  forth  in such
preliminary proxy material.


                                       I-6





                           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





                                   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 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