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 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 9


<PAGE>

<TABLE>
<CAPTION>


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



                                                                                 March 31,                 December 31,
                                                                                   1997                        1996

ASSETS
Investment in
<S>                                                                                <C>                         <C> 
     May Limited Partnership 1984-2                                                $440                        $445
                                                                                    ===                         ===

PARTNERS' CAPITAL
Partners' Capital                                                                  $440                        $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>

                                                        -2-

<PAGE>

<TABLE>
<CAPTION>


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



                                                                                   March 31,                 December 31,
                                                                                    1997                        1996

ASSETS
CURRENT ASSETS
<S>                                                                             <C>                         <C>       
     Cash and cash equivalents                                                  $      405                  $      352
     Accrued oil and gas sales                                                         205                         320
     Due from affiliate                                                                169                         114
     Contributions receivable from general partner                                                                  32
                                                                              ------------                  ----------
              Total                                                                    779                         818
                                                                                 ---------                   ---------

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

TOTAL ASSETS                                                                    $     779                   $      818
                                                                                 =========                   =========

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

PARTNERS' CAPITAL
     General partner                                                                   329                         361
     Limited partner                                                                   440                         445
                                                                                 ---------                   ---------
              Total                                                                    769                         806
                                                                                 ---------                   ---------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                         $      779                  $      818
                                                                                 =========                   =========












<FN>


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

                                                        -3-

<PAGE>

<TABLE>
<CAPTION>


                                          MAY LIMITED PARTNERSHIP 1984-2
                                             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                                                                   $    157                   $    196
     Gas revenue                                                                        255                        432
     Interest income                                                                      3                          3
                                                                                  ---------                  ---------
              Total                                                                     415                        631
                                                                                    -------                    -------

COSTS AND EXPENSES
     Lease operating                                                                     12                          8
     Production taxes                                                                    26                         35
     General and administrative                                                           8                         10
     Professional services and other                                                      5                          4
                                                                                  ---------                  ---------
              Total                                                                      51                         57
                                                                                   --------                   --------

NET INCOME                                                                         $    364                   $    574
                                                                                    =======                    =======

ALLOCATION OF NET INCOME:

     General Partner                                                              $     118                   $    181
                                                                                   ========                    =======

     Limited Partner                                                               $    246                   $    393
                                                                                    =======                    =======

         Per initial $1,000 limited partner investment                              $ 28.49                    $ 45.52
                                                                                     ======                     ======

         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>

                                                        -4-

<PAGE>
<TABLE>
<CAPTION>



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



                                                                                  For the Three Months Ended March 31,
                                                                                    1997                        1996

OPERATING ACTIVITIES:
<S>                                                                                <C>                         <C>    
     Net income                                                                    $   364                     $   574
                                                                                    ------                      ------

                  Cash from operations before working
                      capital changes                                                  364                         574

     Changes in assets and liabilities provided (used) cash:
              Accrued oil and gas sales                                                115                        (99)
              Due from affiliate                                                      (55)                       (155)
              Accounts payable and accrued liabilities                                 (2)                         (1)
                                                                                 --------                    --------

                  Net cash provided by operating activities                            422                         319
                                                                                    ------                      ------

FINANCING ACTIVITIES:
     Distributions to partners                                                       (401)                       (253)
     Contributions from general partner                                                 32                          27
                                                                                    ------                    --------

                  Net cash used in financing activities                              (369)                       (226)
                                                                                    -----                      ------

NET INCREASE IN CASH AND
     CASH EQUIVALENTS                                                                   53                          93

CASH AND CASH EQUIVALENTS:
     Balance, beginning of period                                                      352                         250
                                                                                     -----                      ------

     Balance, end of period                                                         $  405                     $   343
                                                                                     =====                      ======













<FN>

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


                                                        -5-

<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  $422,000 for the three months
ended March 31, 1997, and $401,000 was  distributed to partners.  A distribution
was  declared  in April  1997.  The  distribution  amount is  $476,000,  payable
$325,000 to May Drilling Partnership 1984-2 partners and $151,000 to the general
partner.   Future   distributions   are  dependent  on  future  prices  for  the
Partnership's production and the production level of the Partnership's remaining
oil and gas reserves.

Results of Operations

First Quarter 1997 Compared to the First Quarter 1996

Oil Revenue

Oil revenue  decreased  $39,000  during the first quarter of 1997 as compared to
the  corresponding  period in 1996 as the  result of a  decrease  in  production
partially  offset by an  increase  in the  average  oil  price.  Oil  production
decreased  32% on the Freddie  Aker #1 due to a decrease in the state  allowable
production  limits.  The average oil price  increased  from $19.15 per barrel in
1996 to $22.68 per barrel in 1997.

Gas Revenue

Gas revenue decreased  $177,000 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.  Gas production decreased 37% on the Freddie Aker
#1 due to a decrease in the state allowable  production  limits. The average gas
price decreased from $3.70 per mcf in 1996 to $3.45 per mcf in 1997.

Lease Operating

Lease  operating  expense  increased  $4,000 during the first quarter of 1997 as
compared with the same period in 1996 due to increased maintenance activity.

Production Taxes

Production  taxes decreased  $9,000 during the first quarter of 1997 as compared
to the  corresponding  period in 1996 due to  decreased  oil and gas  production
previously discussed.


                                                        -6-

<PAGE>



General and Administrative

General and  administrative  expense  decreased  $2,000 for the first 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.

Professional Services and Other

Professional  services  and other  expense  increased  $1,000  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 1984-2
                                         MAY LIMITED PARTNERSHIP 1984-2

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


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




                                                        -9-

<PAGE>