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, 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)



                                                                          September 30,           December 31,
                                                                                1997                     1996



ASSETS

Investment in
<S>                                                                          <C>                      <C> 
     May Limited Partnership 1984-1                                          $179                     $267
                                                                              ===                      ===



PARTNERS' CAPITAL

Partners' Capital                                                            $179                     $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)



                                                                                  September 30,         December 31,

                                                                                      1997               1996
                                                                                      -----              ----



ASSETS

CURRENT ASSETS

<S>                                                                                 <C>                <C>     
     Cash and cash equivalents                                                      $    204           $    265
     Accrued oil and gas sales                                                           129                212
     Due from affiliate                                                                   63                 75
                                                                                         ---                ----
              Total                                                                      396                552
                                                                                         ---                ---

OIL AND GAS PROPERTIES, using the full cost method                                     
     of accounting                                                                     8,111              8,064
                                                                                       
         Less accumulated depletion                                                    (8,085)            (8,064)
                                                                                       -----               ------
              Net oil and gas properties                                                  26                   
                                                                                       -----               ------

                                                                                    
TOTAL ASSETS                                                                        $    422           $    552
                                                                                       =====            =======



LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                       $     10           $     11
                                                                                     -------            -------

PARTNERS' CAPITAL
                                                                                         
     General partner                                                                     233                274
     Limited partner                                                                     179                267
                                                                                         ---                ----
              Total                                                                      412                541
                                                                                         ---                ---

                                                                                 
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                             $    422           $    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 September 30,

                                                                           1997                       1996
                                                                           -----                      ----



    REVENUES
<S>                                                                    <C>                          <C>     
         Oil revenue                                                   $     83                     $    129
         Gas revenue                                                        122                          170
         Interest                                                             3                            2
                                                                            ---                          ----

                  Total                                                     208                          301
                                                                            ---                          ---



    COSTS AND EXPENSES

         Lease operating                                                      6                            4
         Production taxes                                                    14                           21
         General and administrative                                           8                            7
         Depletion                                                           12                            7
         Professional services and other                                      2                            2
                                                                           ----                          ---

                  Total                                                      42                           41
                                                                            ---                          ---


    NET INCOME                                                         $    166                     $    260
                                                                        =======                      =======



    ALLOCATION OF NET INCOME:

         General Partner                                              $      64                    $      98
                                                                       ========                     ========

         Limited Partner                                               $    102                     $    162
                                                                        =======                      =======



             Per initial $1,000 limited
                  partner investment unit                               $ 18.99                      $ 30.16
                                                                         ======                       ======



             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 Nine Months Ended September 30,

                                                                                1997                    1996
                                                                                -----                   ----



REVENUES

<S>                                                                          <C>                       <C>     
     Oil revenue                                                             $    252                  $    370
     Gas revenue                                                                  383                       626
     Interest                                                                       9                         8
     Other                                                                          6
                                                                                  ----                    ------

              Total                                                               650                     1,004
                                                                                  ---                     -----

COSTS AND EXPENSES

     Lease operating                                                               22                        14
     Production taxes                                                              43                        63
     General and administrative                                                    22                        28
     Depletion                                                                     21                         7
     Professional services and other                                               9                          7
                                                                                 ----                       ---

              Total                                                               117                       119
                                                                                  ---                       ---


NET INCOME                                                                   $    533                 $     885
                                                                              =======                  ========

ALLOCATION OF NET INCOME:

     General Partner                                                         $    205                 $     331
                                                                              =======                  ========

     Limited Partner                                                         $    328                 $     554
                                                                              =======                  ========



         Per initial $1,000 limited
              partner investment unit                                         $ 61.07                   $103.15
                                                                               ======                    ======



         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 Nine Months Ended September 30,

                                                                                   1997                        1996
                                                                                   -----                       ----

OPERATING ACTIVITIES:

<S>                                                                              <C>                        <C>     
     Net income                                                                  $    533                   $    885
     Adjustment to  reconcile  net  income  to net cash  provided  by  operating
         activities:

              Depletion                                                               21                           7
                                                                                      --                          --

                  Cash from operations before working
                      capital changes                                                 554                        892

     Changes in assets and liabilities provided (used) cash:
              Accrued oil and gas sales                                                83                         (1)
              Due from affiliate                                                       12                        (50)
               Accounts payable and accrued liabilities                                (1)                        (6)
                                                                                       ---                       -----
                  Net cash provided by operating activities                           648                        835
                                                                                      ---                        ---

INVESTING ACTIVITIES:

     Additions to oil and gas properties                                              (47)                        (7)
                                                                                      ---                         --

FINANCING ACTIVITIES:

     Distributions to partners                                                       (662)                      (769)
                                                                                     -----                      -----

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                                 (61)                        59


CASH AND CASH EQUIVALENTS:

     Balance, beginning of period                                                     265                        197
                                                                                      ---                        ---

     Balance, end of period                                                      $    204                   $    256
                                                                                  =======                    =======









<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 $648,000 for the nine months ended
September  30, 1997 and $662,000 was  distributed  to partners.  A  distribution
payable to partners of record as of  September  30, 1997 was declared in October
1997.  The  distribution  amount is $165,000,  payable  $103,000 to May Drilling
Partnership  1984-1  partners  and  $62,000  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

Third Quarter 1997 Compared to the Third Quarter 1996

Oil Revenue

Oil revenue  decreased  $46,000  during the third quarter of 1997 as compared to
the corresponding period in 1996 as the result of a decrease in production and a
decrease in the average oil price.  Oil production  decreased 27% 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 $21.86 per
barrel in 1996 to $19.24 per barrel in 1997.

Gas Revenue

Gas revenue  decreased  $48,000  during the third quarter of 1997 as compared to
the  corresponding  period  in 1996 due to a 28%  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 increased
slightly from $2.70 per mcf in 1996 to $2.71 per mcf in 1997.

Lease Operating

Lease  operating  expense  increased  $2,000 during the third quarter of 1997 as
compared with the third quarter of 1996 due to increased maintenance activity on
the Freddie Aker #1 well.

Production Taxes

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

General and Administrative

General and administrative  expense increased $1,000 during the third quarter of
1997 as  compared  with the third  quarter of 1996 as a result of an increase in
the allocation of overhead from the general partner.

Depletion

Depletion  expense increased $5,000 during the third quarter of 1997 as compared
with the third quarter of 1996 due to increased capital costs during 1997.

Nine Months Ended September 30, 1997 Compared to the Nine Months Ended September
30, 1996

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

Oil Revenue

Oil revenue decreased  $118,000 during the first nine months of 1997 as compared
to the  corresponding  period in 1996 primarily due to a decrease in production,
partially  offset by a slight increase in the average oil price. The average oil
price increased from $20.53 per barrel in 1996 to $20.56 per barrel in 1997. Oil
production  decreased  32% due to lower state  allowable  production  limits and
normal production declines.

Gas Revenue

Gas revenue decreased  $243,000 during the first nine months of 1997 as compared
to the  corresponding  period in 1996  primarily  as the result of a decrease in
production and a decrease in price.  Gas production  decreased 35% primarily due
to  lower  state  allowable  production  limits  as  well as  normal  production
declines.  The average gas price  decreased  from $3.09 per mcf in 1996 to $2.92
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.

Professional Services and Other

Professional  services and other expense  increased $2,000 during the first nine
months of 1997 as compared  with the first nine months of 1996  primarily due to
an increase in numerous miscellaneous  expenses,  none of which are individually
significant.




<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:  November 4,  1997                      By:    Robert S.Pfeiffer
                                             Robert S. Pfeiffer, Vice President
                                              (Principal Accounting Officer)