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, 1995

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

                         Commission File Number 0-89194
                                                    
                             -----------------------

                         MAY DRILLING PARTNERSHIP 1984-2
                         MAY LIMITED PARTNERSHIP 1984-2
             (Exact name of registrant as specified in its charter)
                                                    
                            ------------------------


         TEXAS                                75-1985009        
 (State or other jurisdiction of              75-1985008        
 incorporation or organization)             (I.R.S. Employer    
                                          Identification Number)
 4582 SOUTH ULSTER STREET PARKWAY
        SUITE 1700
         DENVER, COLORADO                         80237         
 (Address of principal executive                 (Zip Code)     
 offices)

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  ___ 



                         MAY DRILLING PARTNERSHIP 1984-2
                                 BALANCE SHEETS
                                 (In thousands)


                                         September 30,   December 31,
                                             1995           1994     
                                          ------------   ------------
                                         (Unaudited)

 ASSETS
 Investment in 
    May Limited Partnership 1984-2            $282           $297
                                              ====           ====


 PARTNERS' CAPITAL
 Partners' Capital                            $282           $297
                                              ====           ====



NOTE: The  statements  of  operations  and cash  flows  for  May  Drilling
      Partnership  1984-2 are  not presented  because such  information is
      equal to the limited  partner's share of such activity  as presented
      in the May Limited Partnership 1984-2 financial statements.  The May
      Drilling  Partnership   carries  its   investment  in   May  Limited
      Partnership  1984-2  on   the  equity  method.     The  May  Limited
      Partnership   1984-2  financial   statements  should   be  read   in
      conjunction with these balance sheets.



                         MAY LIMITED PARTNERSHIP 1984-2
                                 BALANCE SHEETS
                                 (In thousands)

                                         September 30,   December 31,
                                              1995           1994    
                                          ------------   ----------- 
                                         (Unaudited)

 ASSETS

 CURRENT ASSETS
    Cash and cash equivalents            $    299       $    276
    Accrued oil and gas sales                 169            203
    Due from affiliate                         77             86
    Contributions receivable from
       general partner                                        26
                                           -------        -------
          Total                               545            591
                                           -------        -------

 OIL AND GAS PROPERTIES, using the
    full cost method of accounting         10,359         10,357
       Less - Accumulated depletion       (10,359)       (10,357)
                                           -------        -------

          Net oil and gas properties            -              -
                                          --------      --------

 TOTAL ASSETS                            $    545      $     591
                                           =======       =======


 LIABILITIES AND PARTNERS' CAPITAL
 CURRENT LIABILITIES
    Accounts payable and accrued         $     12       $     14
       liabilities                         -------       ------- 

          Total                                12             14
                                           -------       -------


 PARTNERS' CAPITAL
    General Partner                           251            280
    Limited Partner                           282            297
                                           -------        -------
          Total                               533            577
                                           -------        -------

 TOTAL LIABILITIES AND PARTNERS'
 CAPITAL                                 $    545       $    591
                                           =======        =======



                         MAY LIMITED PARTNERSHIP 1984-2
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
                   (In thousands, except for unit information)

                                          For the Three Months Ended
                                           --------------------------

                                         September 30,  September 30,
                                             1995           1994     
                                          ---------      ---------

 REVENUES
    Oil revenue                          $    135       $    144
    Gas revenue                               155            177
    Interest income                             3              3
                                           -------        -------
          Total                               293            324
                                           -------        -------

 COSTS AND EXPENSES
    Lease operating                             6              7
    Production taxes                           24             26
    General and administrative                 11             11
    Professional services and other             2              2
                                          --------       --------
          Total                                43             46
                                           -------        -------

 NET INCOME                              $    250       $    278
                                           =======        =======

 ALLOCATION OF NET INCOME:
    General Partner                      $     78       $     87
                                           =======        =======

    Limited Partner                      $    172       $    191
                                           =======        =======
       Per initial $1,000 limited
          partner investment             $  19.92       $  22.12     
                                           =======        ======= 

       Weighted average initial $1,000
          limited partner investment             
          units outstanding                 8,633          8,633
                                           =======        =======



                         MAY LIMITED PARTNERSHIP 1984-2
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
                   (In thousands, except for unit information)


                                            For the Nine Months Ended
                                           -------------------------
                                          September 30,   September 30,
                                              1995            1994     
                                           ---------       --------- 
 REVENUES
    Oil revenue                           $    383        $    421
    Gas revenue                                426             687
    Interest income                             10               6
                                            -------         -------

          Total                                819           1,114
                                            -------         -------

 COSTS AND EXPENSES
    Lease operating                             21              17
    Production taxes                            66              71
    General and administrative                  33              33
    Depletion                                    2
    Professional services and other              8               9
                                            -------         -------
          Total                                130             130
                                            -------         -------

 NET INCOME                               $    689        $    984
                                            =======         =======
 ALLOCATION OF NET INCOME:

    General Partner                       $    219        $    309
                                            =======         =======

    Limited Partner                       $    470        $    675
                                            =======         =======
       Per initial $1,000 limited
          partner investment              $  54.44        $  78.19     
                                            =======         =======  

       Weighted average initial $1,000
          limited partner investment
          units outstanding                  8,633           8,633
                                            =======         =======



                         MAY LIMITED PARTNERSHIP 1984-2
                             STATEMENTS OF CASH FLOW
                                   (Unaudited)
                                 (In thousands)

                                         For the Nine Months Ended   
                                          -------------------------

                                         September 30,  September 30,
                                             1995           1994     
                                            -------        ------- 

 CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                           $    689        $   984
    Adjustment to reconcile net income
       to net cash provided by
       operating activities:
          Depletion                             2               
                                          --------       --------

 Cash from operations before working
    capital changes                           691            984

    Changes in assets and liabilities
       provided (used) cash:
          Accrued oil and gas sales            34            125
          Due from affiliate                    9            (50)
          Contributions receivable from
             general partner                   26
          Accounts payable and accrued
             liabilities                       (2)            (2)
                                           -------        -------

 Net cash provided by operating
    activities                                758          1,057
                                           -------        -------

 CASH FLOWS FROM INVESTING ACTIVITIES

    Additions to oil and gas properties        (2)              
                                           -------       --------
 Net cash used in investing activities
                                               (2)              
                                           -------      --------
 CASH FLOWS FROM FINANCING ACTIVITIES:

    Distributions to partners                (733)        (1,087)
    Contributions from general partner                        23
                                            -------       -------
 Net cash used in financing activities       (733)        (1,064)
                                            -------       -------

 Net increase (decrease) in cash and                            
    cash equivalents                           23             (7)

 CASH AND CASH EQUIVALENTS:                                     
    Balance, beginning of period              276            240
                                           -------        -------

    Balance, end of period               $    299       $    233
                                           =======        =======


                   The accompanying notes are an integral part
                          of the financial statements.



                         MAY LIMITED PARTNERSHIP 1984-2
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - GENERAL

The financial statements presented  are those of May Limited  Partnership 1984-2
(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, 1994 Annual Report on Form 10-K.

NOTE 2 - LEGAL PROCEEDING

In October  1995, the parties agreed  in principle to settle  the lawsuit styled
Stutes v. Hallwood Petroleum, Inc. et al.  The plaintiff in the lawsuit alleged
that  as a result of  exposure to benzene  in the petroleum he  was hauling from
various wells owned and operated  by the Partnership and approximately 80  other
named  defendants,  he contracted  myelogenous leukemia.    The majority  of the
Partnership's  share of the settlement liability is covered by the Partnership's
liability  insurance carriers.    The Partnership's  share  of the  amounts  not
covered by  insurance has not yet  been determined because of  the complexity of
the allocation.


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

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities totaled $758,000 for the nine months ended
September 30, 1995,  and $733,000 was distributed  to partners.   A distribution
was declared  in October  1995.   The distribution  amount is  $279,000, payable
$191,000 to May Drilling Partnership 1984-2 partners  and $88,000 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 1995 COMPARED TO THE THIRD QUARTER 1994

OIL REVENUES

Oil revenues  decreased $9,000 during the  third quarter of 1995  as compared to
the  corresponding period  in 1994 as  the result  of an  decrease in production
combined with a decrease  in the average oil price.  Oil production decreased 3%
on  the Freddie Aker  #1 due  to a  decrease in  the state  allowable production
limits.   The average  oil price  increased from $17.56  per barrel  in 1994  to
$17.01 per barrel in 1995. 

GAS REVENUES

Gas revenues decreased $22,000 for the third quarter of 1995 as compared to  the
corresponding period in 1994 due to a decrease in the average gas price combined
with a decrease in production.  Gas production decreased 2%  on the Freddie Aker
#1 due to a decrease  in the state allowable production limits.  The average gas
price decreased from $1.97 per mcf in 1994 to $1.77 per mcf in 1995.

LEASE OPERATING EXPENSE

Lease operating  expense  decreased $1,000  for  the third  quarter of  1995  as
compared  to the  corresponding  period in  1994  due to  decreased  maintenance
activity.

PRODUCTION TAXES

Production  taxes decreased $2,000 during the  third quarter of 1995 as compared
to the corresponding period in 1994 due  to decreased oil and gas production  as
previously discussed.

NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1994

The comparisons for the nine months ended September 30, 1995 and the nine months
ended  September 30,  1994 are  consistent  with those  discussed  in the  third
quarter 1995 compared to the third quarter 1994 except as follows:<PAGE>
OIL REVENUE

Oil revenue decreased $38,000 during  the first nine months of 1995  as compared
with the same period in 1994 due to an  18% decrease in oil production resulting
from  reduced state  allowable production  limits as  well as  normal production
declines, partially  offset by an increase in oil prices.  The average oil price
increased from $15.99 per barrel in 1994 to $17.70 in 1995.

GAS REVENUE

Gas revenue decreased $261,000 during the  first nine months of 1995 as compared
with the same period in 1994 due to a 20% decrease in production  resulting from
reduced state allowable production limits as well as normal production declines,
combined with lower gas prices.  Average gas prices decreased from $2.38 per mcf
in 1994 to $1.85 per mcf in 1995.

INTEREST INCOME

Interest income  increased  $4,000  during the  first  nine months  of  1995  as
compared with  the same period  in 1994 primarily  due to higher  interest rates
during 1995.

LEASE OPERATING EXPENSE

Lease operating expense increased $4,000 during the first nine months of 1995 as
compared with the  same period in 1994 due to  increased maintenance activity on
the Freddie Aker #1 well.


PART II - OTHER INFORMATION


ITEM 1  - LEGAL PROCEEDINGS

         Reference is made to  Item 8 - Note 3  of Form 10-K for the  year ended
         December 31, 1994 and Item 1 - Note 2 of this Form 10-Q.


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.



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 1984-2
                                 MAY LIMITED PARTNERSHIP 1984-2

                                 BY:  EDP OPERATING, LTD.,
                                       GENERAL PARTNER

                                 BY:  HALLWOOD G. P., INC.,
                                       GENERAL PARTNER



 Date:  November 2, 1995         By:  /s/Robert S. Pfeiffer       
                                    -----------------------------
                                    Robert S. Pfeiffer, Vice President
                                    (Principal Accounting Officer)