UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

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

                For the Quarterly Period Ended September 30, 1997

   [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                         Commission File Number 2-89194


                         MAY DRILLING PARTNERSHIP 1984-3
                         MAY LIMITED PARTNERSHIP 1984-3
             (Exact name of registrant as specified in its charter)



                                                                      75-1994687
              Texas                                                   75-1994682
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

4582 South Ulster Street Parkway
          Suite 1700
       Denver, Colorado                                                    80237
(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (303) 850-7373

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 1 of 10


<PAGE>
<TABLE>
<CAPTION>


                         MAY DRILLING PARTNERSHIP 1984-3
                                 BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)



                                                                     September 30,              December 31,
                                                                             1997                      1996

ASSETS

Investment in
<S>                                                                       <C>                       <C> 
     May Limited Partnership 1984-3                                       $322                      $482
                                                                           ===                       ===



PARTNERS' CAPITAL

Partners' Capital                                                         $322                      $482
                                                                           ===                       ===








<FN>

   NOTE:     The  statements  of  operations  and cash  flows  for May  Drilling
             Partnership  1984-3 are not presented  because such  information is
             equal to the limited  partner=s share of such activity as presented
             in the May Limited Partnership 1984-3 financial statements. The May
             Drilling   Partnership   carries  its  investment  in  May  Limited
             Partnership   1984-3  on  the  equity   method.   The  May  Limited
             Partnership   1984-3  financial   statements   should  be  read  in
             conjunction with these balance sheets.
</FN>
















<FN>

                    The accompanying note is an integral part
                          of the financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                         MAY LIMITED PARTNERSHIP 1984-3
                                 BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)



                                                                                  September 30,       December 31,
                                                                                                            1996
                                                                                      1997



ASSETS

CURRENT ASSETS

<S>                                                                                <C>                <C>    
     Cash and cash equivalents                                                     $   283            $   390
     Accrued oil and gas sales                                                         224                367
     Due from affiliate                                                                106                132
     Contributions receivable from general partner                                                         36
                                                                                      -----               ----
              Total                                                                    613                925
                                                                                      ----                ---



OIL AND GAS PROPERTIES, using the full cost method of accounting                     7,723              7,641
                    
         Less accumulated depletion                                                 (7,678)            (7,641)
                                                                                    -------            -------
              Net oil and gas properties                                                45
                                                                                     ------            -------


TOTAL ASSETS                                                                      $   658             $   925
                                                                                   =======             ======



LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES

     Accounts payable and accrued liabilities                                     $     10           $     12
                                                                                   -------            -------


PARTNERS' CAPITAL

     General partner                                                                   326                431
     Limited partner                                                                   322                482
                                                                                       ---                ---

              Total                                                                    648                913
                                                                                       ---                ---



TOTAL LIABILITIES AND PARTNERS' CAPITAL                                            $   658            $   925
                                                                                    ======             ======













<FN>


                    The accompanying note is an integral part
                          of the financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                   (In thousands, except for unit information)



                                                                     For the Three Months Ended September 30,

                                                                           1997                       1996
                                                                           -----                      ----


    REVENUES

<S>                                                                    <C>                          <C>     
         Oil revenue                                                   $    143                     $    225
         Gas revenue                                                        211                          294
         Interest                                                             4                            3
                                                                            ---                          ---
                  Total                                                     358                          522
                                                                            ---                          ---


    COSTS AND EXPENSES

         Lease operating                                                     11                            6
         Production taxes                                                    24                           38
         General and administrative                                           7                            7
         Depletion                                                           21                           12
         Professional services and other                                      2                            2
                                                                            ---                          ---
                  Total                                                      65                           65
                                                                             --                           --




    NET INCOME                                                         $    293                     $    457
                                                                        =======                      =======



    ALLOCATION OF NET INCOME:

         General Partner                                               $    103                     $    156
                                                                        =======                      =======
         Limited Partner                                               $    190                     $    301
                                                                        =======                      =======



             Per initial $1,000 limited
                  partner investment unit                               $ 28.79                      $ 45.61
                                                                         ======                       ======




             Weighted average initial $1,000 limited partner
                  investment units outstanding                            6,599                        6,599
                                                                          =====                        =====











<FN>

                    The accompanying note is an integral part
                          of the financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                   (In thousands, except for unit information)



                                                                     For the Nine Months Ended September 30,

                                                                          1997                        1996
                                                                          -----                       ----



REVENUES

<S>                                                                   <C>                         <C>      
     Oil revenue                                                      $    436                    $     643
     Gas revenue                                                           663                        1,086
     Interest                                                               14                           11
     Other                                                                  10
                                                                           ----                        -----
              Total                                                      1,123                        1,740
                                                                         -----                        -----



COSTS AND EXPENSES

     Lease operating                                                        39                           25
     Production taxes                                                       74                          110
     General and administrative                                             22                           29
     Depletion                                                              37                           12
     Professional services and other                                        10                            7
                                                                           ---                          ---
              Total                                                        182                          183
                                                                           ---                          ---



NET INCOME                                                            $    941                     $  1,557
                                                                       =======                      =======



ALLOCATION OF NET INCOME:



     General Partner                                                  $    328                    $     526
                                                                       =======                     ========
     Limited Partner                                                  $    613                     $  1,031
                                                                       =======                      =======



         Per initial $1,000 limited
              partner investment unit                                  $ 92.89                      $156.24
                                                                        ======                       ======



         Weighted average initial $1,000 limited partner
              investment units outstanding                               6,599                        6,599
                                                                         =====                        =====











<FN>

                    The accompanying note is an integral part
                          of the financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                         MAY LIMITED PARTNERSHIP 1984-3
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)



                                                                      For the Nine Months Ended September 30,

                                                                            1997                       1996
                                                                            -----                      ----


OPERATING ACTIVITIES:

<S>                                                                     <C>                          <C>    
     Net income                                                         $    941                     $ 1,557
     Adjustment to reconcile net income to net cash
         provided by operating activities:
         Depletion                                                            37                         12
                                                                             ---                        ---

              Cash from operations before
                  working capital changes                                    978                       1,569

     Changes in assets and liabilities provided (used) cash:

         Accrued oil and gas sales                                           143                          (2)
         Due from affiliate                                                   26                         (87)
         Contributions receivable from general partner                        36                          30
         Accounts payable and accrued liabilities                             (2)                         (5)
                                                                             ---                         ---
              Net cash provided by operating activities                    1,181                       1,505
                                                                           -----                       -----

INVESTING ACTIVITIES
     Additions to oil and gas properties                                    (82)                         (12)
                                                                            ----                         ---

FINANCING ACTIVITIES:
     Distributions to partners                                            (1,206)                     (1,390)
                                                                          ------                      ------
 

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                       (107)                        103

CASH AND CASH EQUIVALENTS:

     Balance, beginning of period                                            390                         273
                                                                             ---                         ---

     Balance, end of period                                             $    283                    $    376
                                                                         =======                     =======








<FN>

                    The accompanying note is an integral part
                          of the financial statements.
</FN>
</TABLE>


<PAGE>


                         MAY LIMITED PARTNERSHIP 1984-3
                          NOTE TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 -  GENERAL

The financial  statements  presented are those of May Limited Partnership 1984-3
(the "Partnership").  The interim financial data are unaudited;  however, in the
opinion of the general  partner,  the  interim  data  include  all  adjustments,
consisting  only  of  normal  recurring   adjustments,   necessary  for  a  fair
presentation of the results for the interim periods.  These financial statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the Partnership's December 31, 1996 Annual Report on Form 10-K.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

Liquidity and Capital Resources

Cash provided by operating  activities  totaled  $1,181,000  for the nine months
ended  September  30, 1997,  and  $1,206,000  was  distributed  to  partners.  A
distribution payable to partners of record as of September 30, 1997 was declared
in October 1997. The  distribution  amount is $290,000,  payable $192,000 to May
Drilling Partnership 1984-3 partners and $98,000 to the general partner.  Future
distributions  are dependent on future prices for the  Partnership's  production
and the production level of the Partnership's remaining oil and gas reserves.

Results of Operations

Third Quarter 1997 Compared to Third Quarter 1996

Oil Revenues

Oil revenue  decreased  $82,000 during the third quarter 1997 as compared to the
corresponding  period in 1996 as the result of a decrease  in  production  and a
decrease in the average oil price.  Oil production  decreased 27% on the Freddie
Aker #1 due to a decrease in the state  allowable  production  limits as well as
normal  production  declines.  The average oil price  decreased  from $21.86 per
barrel in 1996 to $19.24 per barrel in 1997.

Gas Revenue

Gas revenue  decreased  $83,000 for the third quarter of 1997 as compared to the
corresponding period in 1996 due to a decrease in production partially offset by
a slight  increase in the average  price.  The average gas price  increased from
$2.70 per mcf in 1996 to $2.71 per mcf in 1997. Gas production  decreased 28% on
the Freddie Aker #1 due to a decrease in the state allowable  production  limits
as well as normal production declines.

Lease Operating

Lease  operating  expense  increased  $5,000 during the third quarter of 1997 as
compared to the  corresponding  period in 1996 due to an increase in maintenance
costs on the Freddie Aker #1.

Production Taxes

Production taxes decreased  $14,000 during the third quarter of 1997 as compared
to the  corresponding  period  in 1996  due a  decrease  in oil and gas  revenue
previously discussed.

Depletion

Depletion  expense increased $9,000 during the third quarter of 1997 as compared
with the same period during 1996 to higher capitalized costs during 1997.

Nine Months Ended September 30, 1997 Compared to the Nine Months Ended September
30,1996

The comparisons for the nine months ended September 30, 1997 and the nine months
ended September 30,1996 are consistent with those discussed in the third quarter
1997 compared to the third quarter of 1996 except for the following:

Oil Revenue

Oil revenue decreased  $207,000 during the first nine months of 1997 as compared
to the  corresponding  period in 1996 primarily due to a decrease in production,
partially  offset by an increase in the average oil price. The average oil price
increased  from  $20.53 per  barrel in 1996 to $20.56  per  barrel in 1997.  Oil
production  decreased  32%  primarily  due to lower state  allowable  production
limits as well as normal production declines.

Gas Revenue

Gas revenue decreased  $423,000 during the first nine months of 1997 as compared
to the  corresponding  period in 1996  primarily  as the result of a decrease in
production and a decrease in price.  Gas production  decreased 35% primarily due
to  lower  state  allowable  production  limits  as  well as  normal  production
declines.  The average gas price  decreased  from $3.09 per mcf in 1996 to $2.92
per mcf in 1997.

Interest

Interest  income  increased  $3,000  during  the  first  nine  months of 1997 as
compared with the first nine months of 1996 due to a higher average cash balance
during 1997.

Other

Other income is comprised of insurance  proceeds  which  reimbursed a portion of
expense incurred in a prior period to settle certain litigation.

General and Administrative

General and administrative expense decreased $7,000 during the first nine months
of 1997 as  compared  with the first nine  months of 1996 due to a  decrease  in
allocated overhead from the general partner.

Professional Services and Other

Professional  services and other expense  increased $3,000 during the first nine
months of 1997 as compared  with the first nine months of 1996  primarily due to
increases in numerous items none of which are individually significant.



<PAGE>


PART II -     OTHER INFORMATION


ITEM 1  -     LEGAL PROCEEDINGS

              Reference  is made to Item 8 - Note 4 of Form  10-K  for the  year
              ended December 31, 1996.


ITEM 2  -     CHANGES IN SECURITIES

              None.


ITEM 3  -     DEFAULTS UPON SENIOR SECURITIES

              None.


ITEM 4  -     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              None.


ITEM 5  -     OTHER INFORMATION

              None.


ITEM 6  -     EXHIBITS AND REPORTS ON FORM 8-K

              None.



<PAGE>




                                                       -10-

SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnerships  have duly caused  this report to be signed on their  behalf by the
undersigned, thereunto duly authorized.


                                     MAY DRILLING PARTNERSHIP 1984-3
                                     MAY LIMITED PARTNERSHIP 1984-3

                                     By:     EDP OPERATING, LTD.,
                                             General Partner

                                              By:   HEPGP LTD.,
                                                    General Partner

                                              By:   HALLWOOD G. P., INC.,
                                                    General Partner




Date:  November 4, 1997                       By:    Robert S. Pfeiffer
                                              Robert S. Pfeiffer, Vice President
                                                (Principal Accounting Officer)