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 1984-3
                         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 9


<PAGE>


<TABLE>
<CAPTION>

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



                                                                        March 31,                 December 31,
                                                                          1997                        1996
ASSETS
Investment in
<S>                                                                       <C>                         <C> 
     May Limited Partnership 1984-3                                       $476                        $482
                                                                           ===                         ===

PARTNERS' CAPITAL
Partners' Capital                                                         $476                        $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>

                                                        -2-

<PAGE>


<TABLE>
<CAPTION>

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



                                                                                  March 31,                  December 31,
                                                                                     1997                        1996

ASSETS
CURRENT ASSETS
<S>                                                                                <C>                         <C>    
     Cash and cash equivalents                                                     $   452                     $   390
     Accrued oil and gas sales                                                         235                         367
     Due from affiliate                                                                194                         132
     Contributions receivable from general partner                                                                  36
                                                                                 ---------                    --------
              Total                                                                    881                         925
                                                                                    ------                     -------

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

TOTAL ASSETS                                                                      $    881                    $    925
                                                                                   =======                     =======

LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                    $      10                   $      12
                                                                                  --------                    --------
              Total                                                                     10                          12
                                                                                  --------                    --------

PARTNERS' CAPITAL
     General partner                                                                   395                         431
     Limited partner                                                                   476                         482
                                                                                    ------                     -------
              Total                                                                    871                         913
                                                                                    ------                     -------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                            $   881                    $    925
                                                                                    ======                     =======












<FN>


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

                                                        -3-

<PAGE>
<TABLE>
<CAPTION>



                                          MAY LIMITED PARTNERSHIP 1984-3
                                             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                                                                  $    180                    $    224
     Gas revenue                                                                       291                         494
     Interest income                                                                     4                           4
                                                                                 ---------                   ---------

              Total                                                                    475                         722
                                                                                   -------                     -------

COSTS AND EXPENSES
     Lease operating                                                                    14                          10
     Production taxes                                                                   30                          41
     General and administrative                                                          8                           9
     Professional services and other                                                     5                           3
                                                                                 ---------                   ---------

              Total                                                                     57                          63
                                                                                  --------                    --------

NET INCOME                                                                        $    418                    $    659
                                                                                   =======                     =======

ALLOCATION OF NET INCOME:

     General Partner                                                              $    144                    $    221
                                                                                   =======                     =======

     Limited Partner                                                              $    274                    $    438
                                                                                   =======                     =======

         Per initial $1,000 limited partner investment                             $ 41.52                     $ 66.37
                                                                                    ======                      ======

         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>

                                                        -4-

<PAGE>

<TABLE>
<CAPTION>


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


                                                                                   For the Three Months Ended March 31,
                                                                                     1997                        1996

OPERATING ACTIVITIES:
<S>                                                                                <C>                         <C>    
     Net income                                                                    $   418                     $   659
                                                                                    ------                      ------

              Cash from operations before
                  working capital changes                                              418                         659

     Changes in assets and liabilities provided (used) cash:
         Accrued oil and gas sales                                                     132                       (113)
         Due from affiliate                                                           (62)                       (178)
         Accounts payable and accrued liabilities                                      (2)
                                                                                ---------

              Net cash provided by operating activities                                486                         368
                                                                                   -------                      ------

FINANCING ACTIVITIES:
     Distributions to partners                                                       (460)                       (291)
     Contributions from general partner                                                 36                          30
                                                                                  --------                    --------

              Net cash used in financing activities                                  (424)                       (261)
                                                                                    -----                      ------

NET INCREASE IN CASH AND
     CASH EQUIVALENTS                                                                   62                         107

CASH AND CASH EQUIVALENTS:
     Balance, beginning of period                                                      390                         273
                                                                                    ------                      ------

     Balance, end of period                                                        $   452                     $   380
                                                                                    ======                      ======














<FN>

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

                                                        -5-

<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  $486,000 for the three months
ended March 31, 1997, and $424,000 was  distributed to partners.  A distribution
was  declared  in April  1997.  The  distribution  amount is  $548,000,  payable
$362,000 to May Drilling Partnership 1984-3 partners and $186,000 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 First Quarter 1996

Oil Revenues

Oil revenue  decreased  $44,000 during the first quarter 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  $203,000 for the first quarter of 1997 as compared to the
corresponding  period  in 1996  due to a  decrease  in the  average  gas  price,
combined with a decrease in  production.  The average gas price  decreased  from
$3.70 per mcf in 1996 to $3.45 per mcf in 1997. Gas production  decreased 37% 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  $4,000 during the first 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  $11,000 during the first quarter of 1997 as compared
to the  corresponding  period  in 1996  due a  decrease  in oil and gas  revenue
previously discussed.

                                                        -6-

<PAGE>



General and Administrative

General and administrative  expense decreased $1,000 during the first quarter of
1997 as compared  with the first  quarter of 1996 due to a decrease in allocated
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>



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.



                                                        -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 1984-3
                                      MAY LIMITED PARTNERSHIP 1984-3

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



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




                                       -9-

<PAGE>