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, 1999

      [ ]         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)

  4610 South Ulster Street Parkway
             Suite 200
          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>

<TABLE>
<CAPTION>

                         MAY DRILLING PARTNERSHIP 1984-3
              STATEMENTS OF NET ASSETS (LIABILITIES) IN LIQUIDATION
                                   (Unaudited)
                                 (In thousands)



                                                                              September 30,              December 31,
                                                                                   1999                      1998

ASSETS
<S>                                                                             <C>                         <C>
   Investment in May Limited Partnership 1984-3                                                             $  73
                                                                                                             ====

LIABILITIES
   Investment in May Limited Partnership 1984-3                                   $ (41)
                                                                                   ====

NET ASSETS (LIABILITIES) IN LIQUIDATION                                           $ (41)                    $  73
                                                                                   ====                      ====







<FN>

NOTE: The statements of operations,  changes in net assets in  liquidation,  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 statements of net assets  (liabilities)
in  liquidation.  The May  Limited  Partnership  1984-3  changed  its  basis  of
accounting  from the going  concern  basis to the  liquidation  basis  effective
December 31, 1998 as described in Note 1 to the financial statements.
</FN>




















<FN>

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


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                     STATEMENTS OF NET ASSETS IN LIQUIDATION
                                   (Unaudited)
                                 (In thousands)



                                                                     September 30,            December 31,
                                                                          1999                    1998

ASSETS
<S>                                                                    <C>                     <C>
    Cash and cash equivalents                                          $      74               $    170
    Accrued oil and gas sales                                                 43                     70
    Due from affiliate                                                        22                     35
    Contributions receivable from general partner                                                    19

OIL AND GAS PROPERTIES
    At estimated net realizable value                                        372                    105
                                                                         -------                -------

TOTAL ASSETS                                                                 511                    399
                                                                         -------                -------

LIABILITIES
    Accounts payable and accrued liabilities                                  94                     12
    Deferred appreciated gain on oil and gas properties                      300                     89
                                                                         -------               --------

NET ASSETS IN LIQUIDATION                                               $    117               $    298
                                                                         =======                =======




























<FN>

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


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
            STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION FOR THE
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
    AND STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)
                   (In thousands, except for unit information)



                                                                         1999                       1998
                                                                       --------                   ------

REVENUES
<S>                                                                   <C>                         <C>
   Gas revenue                                                        $     48                    $     94
   Oil revenue                                                              30                          48
   Interest                                                                  1                           3
                                                                    ----------                   ---------
         Total                                                              79                         145
                                                                       -------                     -------

COSTS AND EXPENSES
   Lease operating                                                           7                           8
   Production taxes                                                          7                          11
   General and administrative                                                7                           7
   Depletion                                                                20                           5
   Professional services and other                                           2                           2
                                                                     ---------                   ---------
         Total                                                              43                          33
                                                                      --------                    --------

NET INCOME FROM OPERATIONS                                                  36                    $    112
                                                                                                   =======

NET ASSETS IN LIQUIDATION,
   BEGINNING OF PERIOD                                                     165

DISTRIBUTIONS TO PARTNERS                                                  (84)

NET ASSETS IN LIQUIDATION,
   END OF PERIOD                                                      $    117
                                                                       =======

ALLOCATION OF NET INCOME:

    General Partner                                                                              $      39
                                                                                                  ========

    Limited Partner                                                                              $      73
                                                                                                  ========

       Per initial $1,000 limited partner
         investment                                                                                $ 11.06
                                                                                                    ======

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








<FN>

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


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
            STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION FOR THE
                      NINE MONTHS ENDED SEPTEMBER 30, 1999
    AND STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)
                   (In thousands, except for unit information)



                                                                         1999                       1998
                                                                       --------                   ------

REVENUES
<S>                                                                   <C>                         <C>
   Gas revenue                                                        $    159                    $    356
   Oil revenue                                                              89                         176
   Interest                                                                  4                          11
                                                                     ---------                    --------
         Total                                                             252                         543
                                                                       -------                     -------

COSTS AND EXPENSES
   Lease operating                                                          22                          27
   Production taxes                                                         19                          39
   General and administrative                                               22                          22
   Depletion                                                                27                          15
   Professional services and other                                          10                          10
                                                                      --------                    --------
         Total                                                             100                         113
                                                                       -------                     -------

NET INCOME FROM OPERATIONS                                                 152                    $    430
                                                                                                   =======

NET ASSETS IN LIQUIDATION,
   BEGINNING OF PERIOD                                                     298

DISTRIBUTIONS TO PARTNERS                                                 (333)

NET ASSETS IN LIQUIDATION,
   END OF PERIOD                                                      $    117
                                                                       =======

ALLOCATION OF NET INCOME:

    General Partner                                                                               $    149
                                                                                                   =======

    Limited Partner                                                                               $    281
                                                                                                   =======

       Per initial $1,000 limited partner
         investment                                                                                $ 42.58
                                                                                                    ======

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








<FN>

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


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                             STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)
                                 (In thousands)



OPERATING ACTIVITIES:
<S>                                                                                               <C>
    Net income                                                                                    $    430
    Adjustment to reconcile net income to net
      cash provided by operating activities:
        Depletion                                                                                       15

Changes in assets and liabilities provided (used) cash:
    Accrued oil and gas sales                                                                          144
    Due from affiliate                                                                                  74
    Accounts payable and accrued liabilities                                                            (5)
                                                                                                 ---------
              Net cash provided by operating activities                                                658
                                                                                                   -------

FINANCING ACTIVITIES:
      Distributions to partners                                                                       (828)
      Contributions from general partner                                                                39
              Net cash used in financing activities                                                   (789)
                                                                                                   -------

NET DECREASE IN CASH AND
    CASH EQUIVALENTS                                                                                  (131)

CASH AND CASH EQUIVALENTS:
       Balance, beginning of period                                                                    313

       Balance, end of period                                                                     $    182
                                                                                                   =======





















<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, 1998 Annual Report on Form 10-K.

The terms of the partnership  agreements  governing the General  Partnership and
the Limited  Partnership  provide  for a fifteen  year term of  existence  which
extends through November 7, 1999. The partnerships are expected to be liquidated
in  December  1999.  As a  result,  the  General  Partnership  and  the  Limited
Partnership  changed their basis of  accounting  from the going concern basis to
the liquidation basis effective December 31, 1998. Accordingly, assets have been
valued at estimated  realizable value, net of estimated  disposition  costs, and
liabilities have been adjusted to estimated  settlement  amounts, as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                    1999             1998
                                                                    ----             ----

<S>                                                                <C>               <C>
Appreciation of oil and gas properties                             $ 300             $ 89
Deferral of appreciated gain on oil and gas properties              (300)             (89)
</TABLE>

The Company  received a fair market  appraisal of its  properties as of March 1,
1999. This fair market  appraisal has been updated by the Limited  Partnership's
in-house  engineers to reflect the recent increase in oil and gas prices and the
results of the workover  procedures  performed on the Freddie Aker #1 well. When
the  appraised  value is compared to the  historical  net carrying  value of the
Limited  Partnership's  oil and gas  properties,  there  is an  appreciation  of
$300,000 and $89,000 at September 30, 1999 and December 31, 1998,  respectively.
Because of the inherent uncertainty about the timing and amount of the gain that
may  ultimately be realized,  such estimated gain has been deferred at September
30, 1999 and December 31, 1998.

The  statements  of  operations  for the three  months and the nine months ended
September  30,  1998,  and cash flows of the  Limited  Partnership  for the nine
months ended  September 30, 1998 have been prepared  using the  historical  cost
(going  concern)  basis of accounting on which the General  Partnership  and the
Limited  Partnership  had  previously  reported  their  financial  condition and
results of operations.

After  November 7, 1999,  the general  partner  began  winding-up  the  Drilling
Partnership and the Limited Partnership. This process includes preparing a final
accounting, paying the liabilities of the Partnerships, and making a liquidating
distribution  in  accordance  with the  capital  accounts of the  partners.  The
Limited  Partnership  owns a minority  interest in one well. The general partner
anticipates  that it will  distribute  any cash  remaining  after the payment of
liabilities, and will assign working interests in the well to the partners.


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

Liquidity and Capital Resources

The Limited Partnership  distributed  $333,000 to partners during the first nine
months of 1999.  The  Limited  Partnership  did not pay a  distribution  for the
quarter ended September 30, 1999.


<PAGE>


Issues Related to the Year 2000

Although the Limited  Partnership  will most likely be  liquidated  prior to the
Year  2000,  it is  continuing  to pursue  its Year 2000 Plan so that it will be
prepared, if necessary, to address Year 2000 problems.

General.  The following  Year 2000  statements  constitute a Year 2000 Readiness
Disclosure  within  the  meaning  of the Year  2000  Information  and  Readiness
Disclosure  Act of 1998.  The Year 2000 problem has arisen because many existing
computer  programs  use only the last two digits to refer to a year.  Therefore,
these  computer  programs do not properly  recognize and process date  sensitive
information  beyond  1999.  In  general,  there  are two areas  where  Year 2000
problems may exist for the Limited Partnership:  information  technology such as
computers,  programs and related systems ("IT") and  non-information  technology
systems such as embedded technology on a silicon chip ("Non IT").

The Plan. The Limited Partnership's Year 2000 Plan (the "Plan") has four phases:
(i) assessment,  (ii) inventory,  (iii) remediation,  testing and implementation
and (iv)  contingency  plans.  Approximately  twelve  months  ago,  the  Limited
Partnership  began  its phase  one  assessment  of its  particular  exposure  to
problems that might arise as a result of the new millennium.  The assessment and
inventory  plans  have  been  substantially  completed  and  have  assessed  and
identified  the Limited  Partnership IT systems that must be updated or replaced
in order to be Year 2000  compliant.  In  particular,  the software  used by the
Limited  Partnership  for  reservoir  engineering  must be updated or  replaced.
Remediation, testing and implementation was substantially completed by September
30,  1999,  and the  contingency  plans  phase  of the Plan is  scheduled  to be
completed by November 30, 1999.

To date, the Limited  Partnership  has determined that its IT systems are either
compliant or can be made compliant without material cost.  However,  the effects
of  the  Year  2000  problem  on IT  systems  are  exacerbated  because  of  the
interdependence   of  computer  systems  in  the  United  States.   The  Limited
Partnership's  assessment  of the  readiness of third  parties  whose IT systems
might  have an impact on the  Limited  Partnership's  business  has thus far not
indicated any material  problems;  the process of inquiring of third parties and
reviewing their responses is underway but is not complete.

With regard to the Limited Partnership's Non IT systems, the Limited Partnership
believes that most of these systems can be brought into  compliance on schedule.
Because Non IT systems are embedded  chips,  it is  difficult to determine  with
complete  accuracy  where all such  systems are  located.  However,  to the best
knowledge of the general partner, the Limited Partnership's  assessment of third
party readiness is complete.

Estimated  Costs.  Although  it is  difficult  to  estimate  the total  costs of
implementing  the  Plan  through  January  1,  2000  and  beyond,   the  Limited
Partnership's  preliminary  estimate  is that such costs  will not be  material.
However,  although management believes that its estimates are reasonable,  there
can be no  assurance,  for the reasons  stated in the next  paragraph,  that the
actual  cost of  implementing  the Plan  will  not  differ  materially  from the
estimated costs.

Potential  Risks.  The  failure to correct a material  Year 2000  problem  could
result  in  an  interruption  in,  or a  failure  of,  certain  normal  business
activities or operations.  This risk exists both as to the Limited Partnership's
IT and Non IT systems, as well as to the systems of third parties. Such failures
could  materially  and  adversely  affect the Limited  Partnership's  results of
operations,  cash flow and financial  condition.  Due to the general uncertainty
inherent in the Year 2000 problem,  resulting in large part from the uncertainty
of the Year 2000 readiness of third party suppliers,  vendors and  transporters,
the  Limited  Partnership  is  unable to  determine  at this  time  whether  the
consequences  of Year 2000 failures  will have a material  impact on the Limited
Partnership's results of operations, cash flow or financial condition. Primarily
because of its reliance on third party suppliers, the Limited Partnership is not
currently able to determine the consequences of Year 2000 failures, however, its
current  assessment is that its area of greatest potential risk is in connection
with the  transporting  and marketing of the oil and gas produced by the Limited
Partnership.  The Limited  Partnership has contacted the various  purchasers and
pipelines  with which it regularly  does  business to  determine  their state of
readiness for the Year 2000. While the purchasers and pipelines contacted by the
Limited  Partnership  will not guarantee their January 2000 readiness,  to date,
none have indicated that they expect to encounter any serious problems.


<PAGE>


Cautionary Statement Regarding Forward-Looking Statements

In the interest of providing the partners with certain information regarding the
Limited Partnership's future plans and operations,  certain statements set forth
in this Form 10-Q  relate to  management's  future  plans and  objectives.  Such
statements  are   forward-looking   statements.   Although  any  forward-looking
statements contained in this Form 10-Q or otherwise expressed by or on behalf of
the  Limited  Partnership  are,  to the  knowledge  and in the  judgment  of the
officers and directors of the general  partner,  expected to prove true and come
to pass,  management is not able to predict the future with absolute  certainty.
Forward-looking  statements  involve known and unknown  risks and  uncertainties
which may cause the  Limited  Partnership's  actual  performance  and  financial
results in future periods to differ materially from any projection,  estimate or
forecasted result.  These risks and uncertainties  include,  among other things,
volatility  of oil and gas prices,  competition,  risks  inherent in the Limited
Partnership's oil and gas operations,  risk of mechanical  failure,  the inexact
nature of  interpretation  of seismic and other geological and geophysical data,
imprecision of reserve estimates,  the Limited  Partnership's ability to replace
and  expand  oil and gas  reserves,  and  such  other  risks  and  uncertainties
described from time to time in the Limited  Partnership's  periodic  reports and
filings with the Securities and Exchange Commission.  In addition, the dates for
completion  of the  phases  of the  Year  2000  Plan are  based  on the  Limited
Partnership's best estimates,  which were derived using numerous  assumptions of
future events. Due to the general uncertainty inherent in the Year 2000 problem,
resulting  in  part  from  the   uncertainty  of  the  Year  2000  readiness  of
third-parties  and  the   interconnection  of  computer  systems,   the  Limited
Partnership  cannot  ensure its ability to timely and  cost-effectively  resolve
problems  associated with the Year 2000 issue that may affect its operations and
business.   Accordingly,   partners  are  cautioned   that  certain   events  or
circumstances  could  cause  actual  results  to differ  materially  from  those
projected, estimated or predicted.

Results of Operations

Third Quarter 1999 Compared to Third Quarter 1998

Gas Revenue

Gas revenue  decreased  $46,000 during the third quarter of 1999 compared to the
third  quarter of 1998 due to a decrease in  production  partially  offset by an
increase in the average gas price. Gas production decreased 62% due to increased
rates of water production on the Freddie Aker #1 well in Louisiana.  The average
gas price increased from $2.27 per mcf in 1998 to $3.03 per mcf in 1999.

Oil Revenue

Oil revenue decreased $18,000 in the third quarter of 1999 compared to the third
quarter of 1998 as a result of a decrease in production  partially  offset by an
increase in the average oil price.  Oil production  decreased 62% on the Freddie
Aker #1 due to increased rates of water  production on the well. The average oil
price increased from $12.21 per barrel in 1998 to $19.58 per barrel in 1999.

Interest

Interest  income  decreased  $2,000 during the third quarter of 1999 compared to
the third quarter of 1998 due to a lower average cash balance during 1999.

Lease Operating

Lease  operating  expense  decreased  $1,000  during  the third  quarter of 1999
compared to the third quarter of 1998 due to decreased  maintenance  activity on
the Freddie Aker #1 well.

Production Taxes

Production  taxes decreased  $4,000 during the third quarter of 1999 compared to
the third quarter of 1998 due to decreased production previously discussed.



<PAGE>


Depletion

Depletion expense increased $15,000 during the third quarter of 1999 compared to
the third quarter of 1998 due to an increase in capitalized costs resulting from
workover procedures performed on the Freddie Aker #1 well.

Nine Months Ended September 30, 1999 Compared to the Nine Months Ended September
30, 1998

The comparisons for the nine months ended September 30, 1999 and the nine months
ended  September  30,  1998 are  consistent  with those  discussed  in the third
quarter 1999 compared to the third quarter of 1998 except for the following.

Gas Revenue

Gas revenue decreased  $197,000 during the first nine months of 1999 as compared
to the  corresponding  period  in 1998  due to a  decrease  in  production.  Gas
production  decreased  55% due to  increased  rates of water  production  on the
Freddie Aker #1 well. The average gas price  remained  constant at $2.52 per mcf
in 1998 and in 1999.

Oil Revenue

Oil revenue  decreased  $87,000 during the first nine months of 1999 as compared
to the corresponding  period in 1998 due to a decrease in production,  partially
offset by an increase in the average oil price. Oil production decreased 53% due
to increased rates of water  production on the Freddie Aker #1 well. The average
oil price increased from $13.46 per barrel in 1998 to $14.40 per barrel in 1999.


<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, 1998.


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>


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:  HALLWOOD ENERGY PARTNERS, L.P.,
                                                  General Partner

                                                By:  HEC ACQUSITION CORP.
                                                        General Partner



Date:  November 10, 1999                        By: /s/Thomas J. Jung
                                                  Thomas J. Jung, Vice President
                                                  (Principal Accounting Officer)