SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
      

                                  SCHEDULE 14A
                                 (AMENDMENT 5)
                                 (RULE 14A-101)
     
     
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

               PROXY STATEMENT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

           FILED BY THE  REGISTRANT   
           FILED BY A PARTY OTHER THAN THE REGISTRANT X
           CHECK THE APPROPRIATE BOX:
             PRELIMINARY PROXY STATEMENT
             CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY {AS PERMITTED BY RULE
             14A-6(E)(2)}
             DEFINITIVE  PROXY  STATEMENT
           X DEFINITIVE  ADDITIONAL MATERIALS
             SOLICITING  MATERIAL  PURSUANT TO RULE  14A-11(C) OR RULE 14A-12

              ENEX 88-89 INCOME & RETIREMENT FUND - SERIES 4, L.P.
- --------------------------------------------------------------------------------
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                           ENEX RESOURCES CORPORATION
- --------------------------------------------------------------------------------

      (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
       $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(J)(2).
       $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT
       RULE 14A-6(I)(3).
       FEE  COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.

           (1)  TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
                $500 "UNITS" OF LIMITED PARTNERSHIP INTERESTS
- --------------------------------------------------------------------------------
           (2)  AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
                6,080
- --------------------------------------------------------------------------------
           (3)  PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
                PURSUANT TO EXCHANGE ACT RULE 0-11:. {SET FORTH  THE AMOUNT  ON
                WHICH  THE FILING  FEE IS  CALCULATED  AND  STATE  HOW IT  WAS 
                DETERMINED.}:
                $89,742 {PARTNERSHIP INDEBTEDNESS EXCEEDS ESTIMATED
                FAIR MARKET VALUE OF PARTNERSHIP ASETS TO BE SOLD IN LIQUIDATION
                PURSUANT TO PLAN OF DISSOLUTION.}
- --------------------------------------------------------------------------------
           (4)  PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
                $89,742
- --------------------------------------------------------------------------------
           (5)  TOTAL FEE PAID:
                $17.95
- --------------------------------------------------------------------------------
         X    FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS
      
             CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS  PROVIDED BY EXCHANGE
             ACT RULE  0-11(A)(2)  AND IDENTIFY THE FILING FOR WHICH  OFFSETTING
             FEE WAS PAID PREVIOUSLY.  IDENTIFY THE PREVIOUS FILING BY REGISTRA-
             TION STATEMENT  NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS
             FILING.
      
           (1)  AMOUNT PREVIOUSLY PAID: $17.95
- --------------------------------------------------------------------------------
           (2)  FORM, SCHEDULE OR REGISTRATION STATEMENT NO.
- --------------------------------------------------------------------------------
           (3)  FILING PARTY:
- --------------------------------------------------------------------------------
           (4)  DATE FILED:
- --------------------------------------------------------------------------------




October 15, 1997



ENEX OIL & GAS INCOME PROGRAM IV-3, L.P.
ENEX 88-89 INCOME AND RETIREMENT FUND -
    SERIES 1, SERIES 2, SERIES 3, SERIES 4
Three Kingwood Place
Suite 200
800 Rockmead Drive
Kingwood, Texas  77339

RE:  NOTICE OF SPECIAL MEETING
To Be Held On October 28, 1997

To Our Limited Partners:

On  September  11, 1997,  notice of a Special  Meeting was mailed to each of you
along with a Proxy  Statement.  The  purpose  of this  meeting is to vote on the
proposal to sell the  above-referenced  Partnerships'  assets  and,  thereafter,
dissolve and  liquidate  each  Partnership  in  accordance  with the  applicable
provisions of the Partnership  Agreement.  To date, Enex Resources  Corporation,
the General Partner, has not received your proxy.

If a  majority-in-interest  vote to  approve  the  proposed  dissolution  is not
received by the meeting date,  then Enex  Resources  Corporation,  following 120
days  notice,  plans to  resign  as  General  Partner.  Under  the  terms of the
Partnership  Agreements,  the  Partnerships  can  then be  dissolved  without  a
majority  Limited  Partner vote.  The cost to manage these  partnerships  for an
additional 120 days may eliminate any chance of a final cash  distribution  from
those partnerships that might otherwise be in a position to make one.

In the event that you may not have received your proxy, we are enclosing another
notice of the meeting and a proxy statement and ballot.  Your vote is important.
We urge you to complete,  sign and return the enclosed proxy as soon as possible
in the  enclosed  envelope  in order to assure the  presence  of a quorum at the
meeting.

ENEX RESOURCES CORPORATION,
GENERAL PARTNER



Gerald B. Eckley,
President