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 March 31, 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 1984-1
                         MAY LIMITED PARTNERSHIP 1984-1
             (Exact name of registrant as specified in its charter)



                                                                      75-1973664
              Texas                                                   75-1973661
(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 9


<PAGE>

<TABLE>
<CAPTION>


                                          MAY DRILLING PARTNERSHIP 1984-1
                                                  BALANCE SHEETS
                                                    (Unaudited)
                                                  (In thousands)



                                                                                 March 31,                 December 31,
                                                                                   1997                        1996
ASSETS
Investment in
<S>                                                                                <C>                         <C> 
     May Limited Partnership 1984-1                                                $261                        $267
                                                                                    ===                         ===

PARTNERS' CAPITAL
Partners' Capital                                                                  $261                        $267
                                                                                    ===                         ===






<FN>

NOTE:    The   statements  of  operations   and  cash  flows  for  May  Drilling
         Partnership  1984-1 are not presented because such information is equal
         to the limited partner's share of such activity as presented in the May
         Limited  Partnership  1984-1  financial  statements.  The May  Drilling
         Partnership carries its investment in May Limited Partnership 1984-1 on
         the  equity  method.  The  May  Limited  Partnership  1984-1  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>

                                                        -2-

<PAGE>


<TABLE>
<CAPTION>

                                          MAY LIMITED PARTNERSHIP 1984-1
                                                  BALANCE SHEETS
                                                    (Unaudited)
                                                  (In thousands)



                                                                                  March 31,                December 31,
                                                                                    1997                       1996

ASSETS
CURRENT ASSETS
<S>                                                                                <C>                         <C>    
     Cash and cash equivalents                                                     $   297                     $   265
     Accrued oil and gas sales                                                         135                         212
     Due from affiliate                                                                111                          75
                                                                                    ------                     -------
              Total                                                                    543                         552
                                                                                    ------                      ------

OIL AND GAS PROPERTIES, using the
     full cost method of accounting                                                  8,064                       8,064
         Less accumulated depletion                                                (8,064)                     (8,064)
                                                                                    -----                      ------
              Net oil and gas properties                                                 -                           -
                                                                                 ---------                   ---------

TOTAL ASSETS                                                                       $   543                     $   552
                                                                                    ======                      ======

LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                    $       7                    $     11
                                                                                  --------                     -------
              Total                                                                      7                          11
                                                                                  --------                     -------

PARTNERS' CAPITAL
     General partner                                                                   275                         274
     Limited partner                                                                   261                         267
                                                                                    ------                      ------
              Total                                                                    536                         541
                                                                                    ------                      ------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                            $   543                     $   552
                                                                                    ======                      ======














<FN>

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

                                                        -3-

<PAGE>

<TABLE>
<CAPTION>


                                          MAY LIMITED PARTNERSHIP 1984-1
                                             STATEMENTS OF OPERATIONS
                                                    (Unaudited)
                                    (In thousands, except for unit information)



                                                                                For the Three Months Ended March 31,
                                                                                  1997                        1996

REVENUES
<S>                                                                               <C>                         <C>     
     Oil revenue                                                                  $    104                    $    129
     Gas revenue                                                                       167                         285
     Interest income                                                                     3                           3
                                                                                 ---------                   ---------
              Total                                                                    274                         417
                                                                                   -------                     -------

COSTS AND EXPENSES
     Lease operating                                                                     8                           6
     Production taxes                                                                   17                          23
     General and administrative                                                          7                          10
     Professional services and other                                                     5                           3
                                                                                 ---------                   ---------
              Total                                                                     37                          42
                                                                                  --------                    --------

NET INCOME                                                                        $    237                    $    375
                                                                                   =======                     =======

ALLOCATION OF NET INCOME:

     General Partner                                                             $      91                    $    139
                                                                                  ========                     =======

     Limited Partner                                                              $    146                    $    236
                                                                                   =======                     =======

         Per initial $1,000 limited partner investment                             $ 27.18                     $ 43.94
                                                                                    ======                      ======

         Weighted average initial $1,000 limited partner
              investment units outstanding                                           5,371                       5,371
                                                                                    ======                      ======














<FN>

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

                                                        -4-

<PAGE>
<TABLE>
<CAPTION>



                                          MAY LIMITED PARTNERSHIP 1984-1
                                             STATEMENTS OF CASH FLOWS
                                                    (Unaudited)
                                                  (In thousands)



                                                                                   For the Three Months Ended March 31,
                                                                                     1997                        1996

OPERATING ACTIVITIES:
<S>                                                                               <C>                         <C>     
     Net income                                                                   $    237                    $    375
                                                                                   -------                     -------

                  Cash from operations before working
                      capital changes                                                  237                         375

     Changes in assets and liabilities provided (used) cash:
              Accrued oil and gas sales                                                 77                        (65)
              Due from affiliate                                                      (36)                       (102)
              Accounts payable and accrued liabilities                                 (4)
                                                                                 --------

                  Net cash provided by operating activities                            274                         208
                                                                                   -------                     -------

FINANCING ACTIVITIES:
     Distributions to partners                                                       (242)                       (147)
                                                                                  -------                     -------

NET INCREASE IN CASH AND
     CASH EQUIVALENTS                                                                   32                          61

CASH AND CASH EQUIVALENTS:
     Balance, beginning of period                                                      265                         197
                                                                                   -------                     -------

     Balance, end of period                                                       $    297                    $    258
                                                                                   =======                     =======














<FN>


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

                                                        -5-

<PAGE>



                                          MAY LIMITED PARTNERSHIP 1984-1
                                           NOTE TO FINANCIAL STATEMENTS
                                                    (Unaudited)


NOTE 1 - GENERAL

The financial  statements  presented are those of May Limited Partnership 1984-1
(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 OPERATIONS
        

Liquidity and Capital Resources

Cash  provided by  operating  activities  totaled  $274,000 for the three months
ended March 31, 1997 and $242,000 was  distributed  to partners.  A distribution
was  declared  in April  1997.  The  distribution  amount is  $309,000,  payable
$194,000 to May Drilling Partnership 1984-1 partners and $115,000 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

First Quarter 1997 Compared to the First Quarter 1996

Oil Revenue

Oil revenue  decreased  $25,000  during the first quarter of 1997 as compared to
the  corresponding  period in 1996 as the  result of a  decrease  in  production
partially  offset by an  increase  in the  average  oil  price.  Oil  production
decreased  32% 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
increased from $19.15 per barrel in 1996 to $22.68 per barrel in 1997.

Gas Revenue

Gas revenue  decreased  $118,000 during the first quarter of 1997 as compared to
the  corresponding  period in 1996 due to a decrease  in the  average  gas price
combined with an 37% decrease in production.  The decrease in production was due
to a  decrease  in the  state  allowable  production  limits  as well as  normal
production declines.  The average gas price decreased from $3.70 per mcf in 1996
to $3.45 per mcf in 1997.

Lease Operating

Lease  operating  expense  increased  $2,000 during the first quarter of 1997 as
compared with the first quarter of 1996 due to increased maintenance activity on
the Freddie Aker #1 well.

Production Taxes

Production  taxes decreased  $6,000 during the first quarter of 1997 as compared
to the  corresponding  period in 1996 due to decreased  production as previously
discussed.

                                                        -6-

<PAGE>



General and Administrative

General and administrative  expense decreased $3,000 during the first quarter of
1997 as compared with the first quarter of 1996 as a result of a decrease in the
allocation of overhead from the general partner.

Professional Services and Other

Professional  services  and other  expense  increased  $2,000  during  the first
quarter of 1997 as compared with the first quarter of 1996  primarily due to the
timing of these expenses.

                                                        -7-

<PAGE>



TEM 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.



                                                        -8-

<PAGE>


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 1984-1
                                         MAY LIMITED PARTNERSHIP 1984-1

                                         By:        EDP OPERATING, LTD.,
                                                      General Partner
                                         By:        HEPGP Ltd.,
                                                       General Partner
                                         By:        HALLWOOD G. P., INC.,
                                                       General Partner


Date: April 30, 1997                     By:     /s/Robert S. Pfeiffer
     -------------------                        --------------------------
                                              Robert S. Pfeiffer, Vice President
                                                (Principal Accounting Officer)


                                                        -9-

<PAGE>