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 June 30, 1997

  |_|        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)



                                                                      75-1985009
              Texas                                                   75-1985008
(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 1984-2
                                 BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)



                                                                                  June 30,               December 31,
                                                                                    1997                        1996



ASSETS

Investment in
<S>                                                                                <C>                       <C> 
     May Limited Partnership 1984-2                                                $250                      $445
                                                                                    ===                       ===



PARTNERS' CAPITAL

Partners' Capital                                                                  $250                      $445
                                                                                    ===                       ===






<FN>

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.
</FN>














<FN>


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


<PAGE>

<TABLE>
<CAPTION>

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



                                                                        June 30,                December 31,
                                                                           1997                        1996



ASSETS

CURRENT ASSETS
<S>                                                                      <C>                      <C>       
     Cash and cash equivalents                                           $    299                 $      352
     Accrued oil and gas sales                                                178                        320
     Due from affiliate                                                                                  114
     Contributions receivable from general partner                                                        32
                                                                              ---                        ---
              Total                                                           477                        818
                                                                              ---                        ---



OIL AND GAS PROPERTIES, using the   full cost method of
     accounting                                                            10,436                     10,369
        Less accumulated depletion                                        (10,382)                   (10,369)
                                                                          --------                   --------
              Net oil and gas properties                                       54
                                                                          --------                   --------


TOTAL ASSETS                                                            $     531                 $      818
                                                                         ========                  =========



LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES

     Accounts payable and accrued liabilities                          $       10                 $       12
     Due to affiliate                                                          27
                                                                              ---                        ---
              Total                                                            37                         12
                                                                               --                         --


PARTNERS' CAPITAL

     General partner                                                          244                        361
     Limited partner                                                          250                        445
                                                                              ---                        ---

              Total                                                           494                        806
                                                                              ---                        ---



TOTAL LIABILITIES AND PARTNERS' CAPITAL                                 $     531                  $     818
                                                                         ========                   ========








<FN>

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


<PAGE>
<TABLE>
<CAPTION>


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



                                                                        For the Three Months Ended June 30,
                                                                            1997                      1996
                                                                           -----                      ----

REVENUES
<S>                                                                     <C>                         <C>     
     Oil revenue                                                        $     98                    $    169
     Gas revenue                                                             139                         259
     Interest                                                                  6                           4
     Other                                                                     9
                                                                             ---                        ----
              Total                                                          252                         432
                                                                             ---                         ---


COSTS AND EXPENSES
     Lease operating                                                          12                           8
     Production taxes                                                         18                          28
     General and administrative                                                6                          11
     Depletion                                                                13
     Professional services and other                                           2                           2
                                                                             ---                          --
              Total                                                           51                          49
                                                                              --                          --



NET INCOME                                                              $    201                    $    383
                                                                         =======                     =======

ALLOCATION OF NET INCOME:

     General Partner                                                   $      66                    $    122
                                                                        ========                     =======
     Limited Partner                                                    $    135                    $    261
                                                                         =======                     =======


         Per initial $1,000 limited partner investment                   $ 15.64                     $ 30.23
                                                                          ======                      ======



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








<FN>

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


<PAGE>

<TABLE>
<CAPTION>

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



                                                                         For the Six Months Ended June 30,
                                                                            1997                      1996
                                                                            -----                     ----
REVENUES
<S>                                                                      <C>                        <C>     
     Oil revenue                                                         $    255                   $    365
     Gas revenue                                                              394                        691
     Interest                                                                   9                          7
     Other                                                                      9
                                                                              ----                     -----
              Total                                                           667                      1,063
                                                                              ---                      -----

COSTS AND EXPENSES

     Lease operating                                                           24                         16
     Production taxes                                                          44                         63
     General and administrative                                                14                         21
     Depletion                                                                 13
     Professional services and other                                            7                          6
                                                                              ---                         --
              Total                                                           102                        106
                                                                              ---                        ---



NET INCOME                                                               $    565                   $    957
                                                                          =======                    =======


ALLOCATION OF NET INCOME:

     General Partner                                                     $    184                   $    303
                                                                           =======                    =======

     Limited Partner                                                     $    381                   $    654
                                                                          =======                    =======



         Per initial $1,000 limited partner investment                    $ 44.13                    $ 75.76
                                                                           ======                     ======



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









<FN>

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


<PAGE>

<TABLE>
<CAPTION>

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



                                                                         For the Six Months Ended June 30,
                                                                           1997                       1996
                                                                           -----                      ----


OPERATING ACTIVITIES:
<S>                                                                     <C>                        <C>     
     Net income                                                         $    565                   $    957
     Adjustment to  reconcile  net  income  to net cash
       provided  by  operating activities:
                                                                             
         Depletion                                                            13
                                                                             ---                       ----
              Cash from operations before working
                  capital changes                                            578                        957

     Changes in assets and liabilities provided (used) cash:
         Accrued oil and gas sales                                           142                          5
         Due from affiliate                                                  114                        (54)
         Accounts payable and accrued liabilities                             (2)                        (6)
         Due to affiliate                                                     27
                                                                             ----                       ----

              Net cash provided by operating activities                      859                        902
                                                                             ---                        ---

INVESTING ACTIVITIES:
     Additions to oil and gas properties                                     (67)
                                                                             ----                       ---

FINANCING ACTIVITIES:
     Distributions to partners                                              (877)                      (921)
     Contributions from general partner                                       32                         27
                                                                             ---                        ---
              Net cash used in financing activities                         (845)                      (894)
                                                                            ----                       ----

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                        (53)                         8

CASH AND CASH EQUIVALENTS:
     Balance, beginning of period                                            352                        250
                                                                             ---                        ---
     Balance, end of period                                             $    299                   $    258
                                                                         =======                    =======






<FN>

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


<PAGE>


                         MAY LIMITED PARTNERSHIP 1984-2
                          NOTE 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, 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 $859,000 for the six months ended
June 30, 1997, and $877,000 was distributed to partners.  A distribution payable
to  partners  of record  as of June 30,  1997 was  declared  in July  1997.  The
distribution  amount is $170,000,  payable $116,000 to May Drilling  Partnership
1984-2 partners and $54,000 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

Second Quarter 1997 Compared to the Second Quarter 1996

Oil Revenue

Oil revenue  decreased  $71,000 during the second quarter of 1997 as compared to
the  corresponding  period in 1996 as the  result of a  decrease  in  production
combined with a decrease in the average oil price. Oil production  decreased 38%
on the  Freddie  Aker #1 due to a  decrease  in the state  allowable  production
limits. The average oil price decreased from $20.81 per barrel in 1996 to $19.38
per barrel in 1997.

Gas Revenue

Gas revenue decreased $120,000 for the second 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.  Gas production decreased 40% on the Freddie Aker
#1 due to a decrease in the state allowable  production  limits. The average gas
price decreased from $2.74 per mcf in 1996 to $2.49 per mcf in 1997.

Interest

Interest  income  increased  $2,000  during the  second  quarter of 1997 as
compared with the second  quarter of 1996 due to an increase in the average cash
balance.

Other

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

Lease Operating

Lease operating  expense  increased  $4,000 during the second quarter of 1997 as
compared with the same period in 1996 due to increased  maintenance  activity on
the Freddie Aker #1.

Production Taxes

Production taxes decreased $10,000 during the second quarter of 1997 as compared
to the corresponding  period in 1996 due to the decreased oil and gas production
previously discussed.

General and Administrative

General and  administrative  expense  decreased $5,000 for the second quarter of
1997 as compared to the  corresponding  period in 1996 as a result of a decrease
in the allocation of overhead from the general partner.

Depletion

Depletion  expense  increased  $13,000  during  the  second  quarter  of 1997 as
compared to the corresponding  period in 1996 as a result of higher  capitalized
costs during 1997.

Six Months Ended June 30, 1997 Compared to the Six Months Ended June 30, 1996

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

Oil Revenue

Oil revenue  decreased  $110,000 during the first six 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  $19.89 per  barrel in 1996 to $21.28  per  barrel in 1997.  Oil
production  decreased  35%  primarily  due to lower state  allowable  production
limits as well as normal production declines.

Gas Revenue

Gas revenue  decreased  $297,000 during the first six months of 1997 as compared
to the  corresponding  period in 1996  primarily  as the result of a decrease in
production  combined  with a decrease in price.  Gas  production  decreased  38%
primarily  due to lower  state  allowable  production  limits  as well as normal
production declines.  The average gas price decreased from $3.27 per mcf in 1996
to $3.03 per mcf in 1997.

Professional Services and Other

Professional  services and other expense  increased  $1,000 during the first six
months of 1997 as compared with the same period during 1996 primarily due to the
timing of these expenses.





<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 1984-2
                                   MAY LIMITED PARTNERSHIP 1984-2

                                   By:   EDP OPERATING, LTD.,
                                          General Partner

                                          By:  HEPGP LTD.,
                                          General Partner

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



Date:   August 11, 1997                    By:    Robert S. Pfeiffer
       -------------------------              ------------------------
                                             Robert S. Pfeiffer, Vice President
                                               (Principal Accounting Officer)