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 2-89194


                         MAY DRILLING PARTNERSHIP 1984-1
                         MAY LIMITED PARTNERSHIP 1984-1
             (Exact name of registrant as specified in its charter)



                                                                      75-1973664
              Texas                                                   75-1973661
(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 1984-1
                                 BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)



                                                                                  June 30,               December 31,
                                                                                    1997                       1996


ASSETS

Investment in
<S>                                                                                <C>                       <C> 
     May Limited Partnership 1984-1                                                $147                      $267
                                                                                   ====                      ====


PARTNERS' CAPITAL

Partners' Capital                                                                  $147                      $267
                                                                                   ====                      ====





<FN>
NOTE:     The   statements  of  operations  and  cash  flows  for  May  Drilling
          Partnership 1984-1 are not presented because such information is equal
          to the limited  partner's  share of such  activity as presented in the
          May Limited Partnership 1984-1 financial statements.  The May Drilling
          Partnership  carries its investment in May Limited  Partnership 1984-1
          on the equity method.  The May Limited  Partnership  1984-1  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 1984-1
                                 BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)



                                                                        June 30,                    December 31,
                                                                           1997                         1996



ASSETS

CURRENT ASSETS

<S>                                                                      <C>                           <C>    
     Cash and cash equivalents                                           $   228                       $   265
     Accrued oil and gas sales                                               118                           212
     Due from affiliate                                                                                     75
                                                                             ---                          ----
              Total                                                          346                           552
                                                                             ---                           ---

OIL AND GAS PROPERTIES, using the full cost method of
     accounting                                                            8,108                         8,064
         Less accumulated depletion                                       (8,073)                       (8,064)
                                                                           ------                        -----
              Net oil and gas properties                                      35
                                                                           ------                        -----

TOTAL ASSETS                                                             $   381                       $   552
                                                                          ======                        ======


LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                          $       6                      $     11
     Due to affiliate                                                         18
                                                                             ----                          ---
              Total                                                           24                            11
                                                                              --                            --
PARTNERS' CAPITAL
     General partner                                                         210                           274
     Limited partner                                                         147                           267
                                                                             ---                           ---
              Total                                                          357                           541
                                                                             ---                           ---



TOTAL LIABILITIES AND PARTNERS' CAPITAL                                  $   381                       $   552
                                                                          ======                        ======











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


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-1
                            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                                                     $   65                  $      12
         Gas revenue                                                         94                        171
         Interest                                                             3                          3
         Other                                                                6
                                                                           -----                       ---
                  Total                                                     168                        286
                                                                            ---                        ---

    COSTS AND EXPENSES

         Lease operating                                                      8                          4
         Production taxes                                                    12                         19
         General and administrative                                           7                         11
         Depletion                                                            9
         Professional services and other                                      2                          2
                                                                            ---                         --
                  Total                                                      38                         36
                                                                             --                         --

    NET INCOME                                                         $    130                   $    250
                                                                        =======                    =======

    ALLOCATION OF NET INCOME:

         General Partner                                              $      50                  $      94
                                                                       ========                   ========
         Limited Partner                                              $      80                   $    156
                                                                       ========                    =======



             Per initial $1,000 limited partner investment              $ 14.89                    $ 29.04
                                                                         ======                     ======



             Weighted average initial $1,000 limited partner
                  investment units outstanding                            5,371                     5, 371
                                                                          =====                     ======









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


<PAGE>
<TABLE>
<CAPTION>


                         MAY LIMITED PARTNERSHIP 1984-1
                            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                                                        $    169                   $    241
     Gas revenue                                                             261                        456
     Interest                                                                  6                          6
     Other                                                                     6
                                                                             ----                       ---
              Total                                                          442                        703
                                                                             ---                        ---


COSTS AND EXPENSES
     Lease operating                                                          16                         10
     Production taxes                                                         29                         42
     General and administrative                                               14                         21
     Depletion                                                                 9
     Professional services and other                                           7                          5
                                                                             ---                        ---
              Total                                                           75                         78
                                                                              --                         --

NET INCOME                                                              $    367                   $    625
                                                                         =======                    =======



ALLOCATION OF NET INCOME:
     General Partner                                                    $    141                   $    233
                                                                         =======                    =======
     Limited Partner                                                    $    226                   $    392
                                                                         =======                    =======



         Per initial $1,000 limited partner investment                   $ 42.08                    $ 72.98
                                                                          ======                     ======



         Weighted average initial $1,000 limited partner
              investment units outstanding                                 5,371                      5,371
                                                                           =====                      =====








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


<PAGE>
<TABLE>
<CAPTION>


                         MAY LIMITED PARTNERSHIP 1984-1
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)


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

OPERATING ACTIVITIES:

<S>                                                                     <C>                        <C>    
     Net income                                                         $   367                    $   625

     Adjustment  to  reconcile  net  income to net cash
      provided  by  operating activities:

         Depletion                                                            9
                                                                           -----                      -----
                  Cash from operations before working
                      capital changes                                       376                        625

     Changes in assets and liabilities provided (used) cash:
              Accrued oil and gas sales                                      94                          4
              Due from affiliate                                             75                        (35)
              Accounts payable and accrued liabilities                       (5)                        (7)
              Due to affiliate                                               18
                                                                            ----                       ----
                  Net cash provided by operating activities                 558                         587
                                                                            ---                        ----
INVESTING ACTIVITIES:
     Additions to oil and gas properties                                    (44)
                                                                            ---                         ---

FINANCING ACTIVITIES:
     Distributions to partners                                              (551)                      (581)
                                                                            -----                      ----

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                       (37)                         6

CASH AND CASH EQUIVALENTS:
     Balance, beginning of period                                           265                        197
                                                                            ---                        ---
     Balance, end of period                                            $    228                   $    203
                                                                        =======                    =======





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



<PAGE>


                         MAY LIMITED PARTNERSHIP 1984-1
                          NOTE TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - GENERAL

The financial  statements  presented are those of May Limited Partnership 1984-1
(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 OPERATIONS

Liquidity and Capital Resources

Cash provided by operating  activities totaled $558,000 for the six months ended
June 30, 1997 and $551,000 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 $111,000,  payable  $70,000 to May Drilling  Partnership
1984-1 partners and $41,000 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  $47,000 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 as well as normal  production  declines.  The average oil price decreased
from $20.81 per barrel in 1996 to $19.38 per barrel in 1997.

Gas Revenue

Gas revenue  decreased  $77,000 during 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 40% decrease in production. The decrease in production is due to
a decrease in the state allowable production limits as well as normal production
declines.  The average gas price  decreased  from $2.74 per mcf in 1996 to $2.49
per mcf in 1997.

Other

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



<PAGE>


Lease Operating

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

Production Taxes

Production  taxes decreased $7,000 during the second quarter of 1997 as compared
to the  corresponding  period in 1996 due to decreased  production as previously
discussed.

General and Administrative

General and administrative expense decreased $4,000 during the second quarter of
1997 as  compared  with the second  quarter of 1996 as a result of a decrease in
the allocation of overhead from the general partner.

Depletion

Depletion expense increased $9,000 during the second quarter of 1997 as compared
with the second quarter of 1996 due to increased capital 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 $72,000 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  $195,000 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  $2,000 during the first six
months of 1997 as compared  with the first six months of 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>


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 1984-1
                                       MAY LIMITED PARTNERSHIP 1984-1

                                       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)