UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

MARK ONE
  X      ANNUAL  REPORT  PURSUANT  TO  SECTION 13  or  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED] 

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

  __       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)
   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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                                           Name of each exchange
 Title of each class                       on which registered  
 -------------------                     ---------------------
      NONE                                     NONE          

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     Units of Participation, $1,000 Per Unit
                                (Title of Class)

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  ___

Indicate  by check mark if disclosure of  delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X

                      DOCUMENTS INCORPORATED BY REFERENCE:


                                           PART OF FORM
                                           10-K INTO
                                           WHICH IT IS
 DOCUMENT                                  INCORPORATED
 --------                                  ------------
 The General Partnership
 Agreement and the Limited
 Partnership Agreement filed as            Part IV
 an Exhibit to Registration
 Statement No. 2-89194


                                     PART I
                                     ------


ITEM 1 - BUSINESS

May  Drilling Partnership 1984-3 (the "Drilling or General Partnership") and May
Limited Partnership  1984-3 (the  "Limited Partnership")  were organized  by May
Petroleum  Inc.   ("May")  to  explore  for and  develop  oil  and gas  reserves
primarily in  Texas, Oklahoma and Louisiana.   Funds received from  the sale and
production of  oil and  gas reserves  are used  to pay  the  obligations of  the
Limited  Partnership.  Funds not required by  the Limited Partnership as working
capital are distributed to the participants  in the Drilling Partnership and the
general partner. 

The general partner of the Limited Partnership is EDP Operating,  Ltd., which is
one of the operating partnerships for  Hallwood Energy Partners, L. P.  ("HEP").
The Drilling Partnership is the sole limited partner of the Limited Partnership.
The Limited  Partnership does not have  any subsidiaries, nor does  it engage in
any other  kind of business.   The Limited  Partnership has no employees  and is
operated by  Hallwood Petroleum, Inc. ("HPI"), a subsidiary of HEP.  In February
1996, HPI employed 133 full-time employees. 

Pursuant  to the  terms of  the general  partnership agreement  and the  limited
partnership  agreement, HEP  is  obligated, from  time  to time,  to  contribute
certain  amounts, in  property, cash  or unreimbursed  services, to  the Limited
Partnership.   As of December 31, 1995, all such required contributions had been
accrued.

PARTICIPATION IN EXPENSES AND REVENUES 

The principal expenses and revenues of the Limited Partnership are shared by the
general partner  and the Drilling Partnership  as shown in  the following table.
The  charges and credits to participants in  the Drilling Partnership are shared
among   the  participants  in  proportion   to  their  ownership   of  units  of
participation.

<TABLE>
<CAPTION>

                                        Drilling      General
                                      Partnership     Partner
                                       ----------    -------
 <S>                                      <C>           <C>
 Abandonment expenses (1)                 99%           1%
 Noncapital expenses                      99%           1%
 Direct expenses                          99%           1%
 Lease acquisition expenses                -           100%
 Capital expenses                          -           100%
 Oil and gas revenues                     (2)           (2)
 Operating expenses                       (2)           (2)
 Special projects                         (2)           (2)
 General and administrative overhead      (2)           (2)
<F1>

  (1)  Includes  expenses  that  would  otherwise  be  allocated  as  lease
       acquisition  expenses and/or  capital expenses  but  that relate  to
       abandoned properties.
<F2>
  (2)  Such items were  shared 70% by the  Drilling Partnership and 30%  by
       the general partner  until December  31, 1984.   As of December  31,
       1984, and as of  December 31 of each year thereafter, the sharing of
       such items is  adjusted so the general  partner's allocation  equals
       the  percentage that  the  amount  of Limited  Partnership  expenses
       allocated to  the general partner bears  to the aggregate amount  of
       Limited Partnership  expenses allocated to  the general partner  and
       the  Drilling Partnership,  plus 15  percentage  points,  but in  no
       event  will  the  general partner's  allocation  exceed  50%.    The
       sharing ratio for each of the last three years was:

<CAPTION>
                       1995      1994      1993 
                       ------    ------    ------
 <S>                   <C>       <C>       <C> 
 Limited Partner       66.7%     66.9%     67.2%

 General Partner       33.3%     33.1%     32.8%
</TABLE>


In 1996, the sharing ratio will be 66.4% to the limited partner and 33.6% to the
general partner.

To  the  extent  that  the  characterization  of  any  expense  of  the  Limited
Partnership depends on  its deductibility for  federal income tax  purposes, the
proper characterization  is determined by the general  partner (according to its
intended  characterization  on  the  Limited Partnership's  federal  income  tax
return) in  good faith at  the time  the expense is  to be charged  or credited.
Such characterization  will control related charges and  credits to the partners
regardless  of any subsequent determination by the Internal Revenue Service or a
court of law  that the reported expenses  should be otherwise  characterized for
tax purposes.

COMPETITION 

Oil and  gas must  compete with  coal, atomic energy,  hydro-electric power  and
other forms of  energy.  See  also "Marketing"  for a discussion  of the  market
structure for oil and gas sales. 

REGULATION 

Production and  sale of oil and gas is subject to federal and state governmental
regulations in a variety of ways including environmental regulations, labor law,
interstate sales,  excise taxes  and  federal, state  and Indian  lands  royalty
payments.   Failure  to  comply with  these  regulations  may result  in  fines,
cancellation of licenses to  do business and  cancellation of federal, state  or
Indian leases.

The  production of oil and gas is subject  to regulation by the state regulatory
agencies in  the states in which  the Limited Partnership does  business.  These
agencies make and  enforce regulations to  prevent waste of oil  and gas and  to
protect the  rights of owners  to produce oil  and gas from  a common reservoir.
The regulatory agencies regulate the amount of oil and gas produced by assigning
allowable production rates to wells capable of producing oil and gas.

FEDERAL INCOME TAX CONSIDERATIONS 

The Limited Partnership and the General Partnership are partnerships for federal
income tax purposes.   Consequently, they are not  taxable entities; rather, all
income, gains,  losses, deductions and credits are passed through and taken into
account  by the  partners on their  individual federal  income tax  returns.  In
general, distributions are  not subject to tax so long  as such distributions do
not exceed the partner's adjusted tax basis.  Any distributions in excess of the
partner's adjusted tax basis are taxed generally as capital gains.

MARKETING 

The oil  and gas produced from  the properties owned by  the Limited Partnership
has typically  been marketed through normal channels for such products.  Oil has
generally been  sold  to purchasers  at  field prices  posted  by the  principal
purchasers of crude oil in the areas where the producing properties are located.
The  majority of the  Limited Partnership's gas  production is sold  on the spot
market and is transported in intrastate and interstate pipelines.   Both oil and
natural gas are purchased  by refineries, major oil companies,  public utilities
and other users and processors of petroleum products.  


Factors  which, if  they  were  to occur,  might  adversely  affect the  Limited
Partnership  include  decreases in  oil and  gas prices,  the availability  of a
market  for production,  rising  operational costs  of  producing oil  and  gas,
compliance with  and changes  in environmental control  statutes and  increasing
costs and difficulties of transportation.  

SIGNIFICANT CUSTOMERS 

For  the years ended December 31, 1995, 1994  and 1993, purchases by each of the
following  companies  exceeded 10%  of the  total oil  and  gas revenues  of the
Limited Partnership.

<TABLE>
<CAPTION>
                          1995      1994      1993 
                          ------    ------    ------
 <S>                      <C>        <C>       <C>
 Koch Oil Company                    20%       38%
 Louisiana Gas System                          52%
 Conoco Inc.               72%       60%
</TABLE>


Although the Limited  Partnership sells  the majority of  its production to  one
purchaser, there are numerous  other purchasers in the area, so  the loss of its
significant  customer  would not  adversely  affect  the  Limited  Partnership's
operations.

ENVIRONMENTAL CONSIDERATIONS 

The exploration for,  and development of,  oil and  gas involve the  extraction,
production and transportation of materials which,  under certain conditions, can
be hazardous  or can cause  environmental pollution problems.   In light  of the
present general interest  in environmental problems, the general  partner cannot
predict what effect  possible future public  or private action  may have on  the
business of the Limited Partnership.   The general partner is continually taking
actions  it believes  necessary  in its  operations  to ensure  conformity  with
applicable  federal,  state and  local  environmental regulations  and  does not
presently  anticipate   that  the  compliance  with  federal,  state  and  local
environmental  regulations will  have  a material  adverse  effect upon  capital
expenditures, earnings or the competitive position of the Limited Partnership in
the oil and gas industry.

INSURANCE COVERAGE 

The Limited Partnership is subject to all the risks inherent  in the exploration
for, and  development  of, oil  and  gas, including  blowouts,  fires and  other
casualties.    The  Limited  Partnership  maintains  insurance  coverage  as  is
customary for  entities of a similar  size engaged in operations  similar to the
Limited Partnership's, but losses can occur from uninsurable risks or in amounts
in excess of existing insurance  coverage.  The occurrence of an event  which is
not insured or not  fully insured could have an adverse  impact upon the Limited
Partnership's earnings and financial position.


ITEM 2  - PROPERTIES

The Limited Partnership's oil and gas reserves are concentrated in one  prospect
in south  Louisiana.   Natural gas  accounts for 57%  of estimated  future gross
revenues in the Limited Partnership's reserve report as of December 31, 1995.

SIGNIFICANT PROSPECT 

At December  31, 1995, the following  prospect accounted for all  of the Limited
Partnership's proved oil  and gas  reserves.  Reserve  quantities were  obtained
from the December 31, 1995 reserve report prepared by HPI's petroleum engineers.


MONTET PROSPECT.  The Montet prospect is located in Lafayette Parish, Louisiana.
The  Limited Partnership's interest in the prospect contains one productive well
and  has estimated  remaining net  proved  reserves of  39,000 bbls  of oil  and
383,000 mcf of gas as of  December 31, 1995.  The Limited Partnership's  working
interest in this well is 15%.  The prospect  produces from one zone, the Bol Mex
3 formation at approximately 15,275 feet.  


ITEM 3  - LEGAL PROCEEDINGS

For a description of legal proceedings affecting The Limited Partnership, please
refer to Item 8-Note 3.


ITEM 4  - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

No matter was submitted to a  vote of participants during the fourth quarter  of
1995.


                                     PART II
                                     -------


ITEM 5 -   MARKET FOR THE REGISTRANT'S  COMMON EQUITY AND  RELATED STOCKHOLDER  
           MATTERS

  a)   The registrant's  securities consist  of partnership interests  which are
       not  traded on any exchange  and for which  no established public trading
       market exists.

  b)   As of December 31,  1995, there were approximately 531 holders  of record
       of partnership interests in the Drilling Partnership.

  c)   Distributions  paid  by  the  Limited  Partnership were  as  follows  (in
       thousands):

<TABLE>
<CAPTION>
            General   Limited
            Partner   Partner
            -------   -------
   <S>       <C>     <C>     
   1995      $407    $  758  
   1994       523       991 
   1993       580     1,095 
</TABLE>


ITEM 6 -  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                     For the Limited Partnership
                                 As of or for the Year Ended December 31,
                         -----------------------------------------------
                          1995       1994        1993       1992       1991 
                        ------      ------     ------     ------      ------
                                            (In thousands)

 <S>                    <C>        <C>         <C>        <C>        <C>   
 Total revenues         $1,338     $1,657      $1,271     $1,941     $1,419
 Oil and gas revenues    1,323      1,646       1,261      1,932      1,400
 Net income              1,139      1,462       1,065      1,577      1,076
 Working capital           654        650         673      1,224        626
 Total assets              670        664         688      1,272        722
 Partners' capital         654        650         673      1,257        700
</TABLE>


ITEM 7 -   MANAGEMENT'S DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
           RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES 

Material changes in  the Limited Partnership's cash position for the years ended
December 31, 1995 and 1994 are summarized as follows:


<TABLE>
<CAPTION>
                                            1995          1994 
                                          ------        ------
                                              (In thousands)
 <S>                                      <C>          <C>    
 Cash provided by operating activities    $ 1,108      $ 1,537
 Distributions to partners                 (1,165)      (1,514)
 Contributions from partners                   29           26
 Additions to oil and gas properties           (3)            

 Increase (decrease) in cash              $   (31)     $    49

</TABLE>


Cash   provided  by  operating  activities  in   1995  was  used  primarily  for
distributions to partners.   Future distributions depend on, among other things,
continuation of current or higher oil and gas prices and markets for production.


The Limited  Partnership has  net working  capital of $654,000  at December  31,
1995.  This working capital, together with cash flows generated from operations,
may be used to fund future distributions.

Proved reserves and discounted future net revenues (discounted at 10% and before
general and  administrative  expenses)  attributable  to  proved  reserves  were
estimated at 39,000 bbls and 383,000 mcf valued at $1,423,000 in 1995 and 36,000
bbls and 320,000  mcf valued at $1,084,000  in 1994.  The Partnership's  oil and
gas   reserves  were  revised  upward  during  1995  based  upon  the  continued
performance of the Freddie Aker.

RESULTS OF OPERATIONS
---------------------

1995 COMPARED TO 1994
---------------------

OIL REVENUE

Oil  revenue decreased $37,000 during 1995 as  compared with 1994.  The decrease
is comprised of a 14% decrease in production, partially offset by an increase in
the  average price from $16.18 per barrel in  1994 to $17.67 per barrel in 1995.
The decrease in production from 40,675 barrels in 1994 to 35,169 barrels in 1995
is  primarily due to decreased  state allowable production  limits combined with
normal production declines.

GAS REVENUE

Gas revenue decreased $286,000 during 1995 as compared with 1994.   The decrease
is due to a decrease in the average  gas price from $2.27 per mcf during 1994 to
$1.98 per  mcf during  1995 combined  with a 19%  decrease in  production.   The
decrease in production from 435,640 mcf in 1994 to 353,904 mcf in 1995 is due to
decreased  state  allowable  production  limits as  well  as  normal  production
declines.

LEASE OPERATING

Lease  operating  expense increased  $3,000 during  1995  as compared  with 1994
primarily due to increased maintenance activity during 1995.

PRODUCTION TAXES

Production taxes  decreased $9,000 during 1995 as compared with 1994 as a result
of decreased oil and gas revenue during 1995.

GENERAL AND ADMINISTRATIVE

General and  administrative expenses increased  $2,000 during  1995 as  compared
with 1994 primarily due  to an increase in the  allocation of overhead from  the
general partner.

DEPLETION

Depletion expense increased  $3,000 during 1995 as compared with  1994 due to an
increase in capitalized costs during 1995. 

LITIGATION SETTLEMENT

Litigation  settlement expense  during 1995  represents the  costs of  a lawsuit
settlement which is further discussed in Item 8 - Note 3 of this Form 10-K.

1994 COMPARED TO 1993
---------------------

OIL REVENUE

Oil revenue increased $95,000 in 1994 as compared to 1993.  Production increased
22% from 33,207 bbls in 1993 to 40,675 bbls in 1994.  This increase is offset by
a decrease in the average oil price from $17.44 per barrel in 1993 to $16.18 per
barrel in 1994.

GAS REVENUE

Gas revenue  increased $290,000 as  compared to 1993.   Production increased 27%
from 343,978 mcf in  1993 to 435,640 mcf in 1994.  This  increase is offset by a
decrease in the average gas price from $2.45 per mcf in 1993 to $2.27 per mcf in
1994.  

LEASE OPERATING 

Lease operating expense decreased  $2,000 as compared to 1993,  due to decreased
maintenance activity.

PRODUCTION TAXES

Production  taxes increased $30,000 as compared to  1993, due to the increase in
oil and gas revenues.

GENERAL AND ADMINISTRATIVE

General and administrative  expenses decreased  $11,000 in 1994  as compared  to
1993, due to a decrease in the allocation of overhead from the general partner.

DEPLETION

Depletion expense decreased $33,000 as compared to 1993, because the oil and gas
properties are fully depleted.



ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS
                                                                            PAGE
                                                                            ----

FINANCIAL STATEMENTS:

  Independent Auditors' Report                                                10

  Balance Sheets at December 31, 1995 and 1994 - 
    May Drilling Partnership 1984-3                                           11

  Balance Sheets at December 31, 1995 and 1994 - 
    May Limited Partnership 1984-3                                            12

  Statements of Operations for the Years Ended
    December 31, 1995, 1994 and 1993 -
    May Limited Partnership 1984-3                                            13

  Statements of Changes in Partners' Capital for the
    Years Ended December 31, 1995, 1994 and 1993 -
    May Limited Partnership 1984-3                                            14

  Statements of Cash Flows for the Years Ended 
    December 31, 1995, 1994 and 1993 - 
    May Limited Partnership 1984-3                                            15

  Notes to Financial Statements - May Drilling Partnership 1984-3
    and May Limited Partnership 1984-3                                     16-18

SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)                      19

                       INDEPENDENT AUDITORS' REPORT
                          ----------------------------


TO THE PARTNERS OF MAY DRILLING PARTNERSHIP 1984-3 AND 
  MAY LIMITED PARTNERSHIP 1984-3:

We  have audited  the financial  statements of  May Drilling  Partnership 1984-3
("General   Partnership")   and  May   Limited   Partnership   1984-3  ("Limited
Partnership") as  of December 31, 1995 and 1994 and  for each of the three years
in  the period ended December 31, 1995, listed in the accompanying index at Item
8.    These financial  statements are  the  responsibility of  the Partnerships'
management.   Our responsibility  is to express  an opinion  on these  financial
statements based on our audits.

We  conducted  our   audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the accounting  principles  used and  significant  estimates made  by
management, as well as evaluating the  overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our opinion,  such  financial statements  present  fairly, in  all  material
respects,  the financial  position of  the General  Partnership and  the Limited
Partnership  at December 31,  1995 and 1994,  and the results  of operations and
cash flows of the Limited Partnership for  each of the three years in the period
ended  December 31,  1995  in  conformity  with  generally  accepted  accounting
principles.



DELOITTE & TOUCHE LLP

Denver, Colorado
February 27, 1996




                         MAY DRILLING PARTNERSHIP 1984-3
                                 BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                December 31,   December 31,
                                                    1995            1994   
                                                ------------   ------------
 <S>                                               <C>            <C>   
 ASSETS
 Investment in May Limited Partnership 1984-3       $317           $318
                                                     ===            ===


 PARTNERS' CAPITAL

 Partners' Capital                                  $317           $318
                                                     ===            ===
</TABLE>

Note:  The  statements of  operations  and cash  flows  for May  Drilling
       Partnership 1984-3  are not presented because  such information is
       equal to the Limited Partners' 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 this balance sheet.




                         MAY LIMITED PARTNERSHIP 1984-3
                                 BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                   December 31,   December 31,
                                                       1995            1994   
                                                   ------------   ------------
 <S>                                                 <C>             <C>   
 ASSETS
 CURRENT ASSETS
   Cash and cash equivalents                         $   273        $   304
   Accrued oil and gas sales                             281            232
   Due from affiliate                                     86             99

   Contributions receivable from general partner          30             29
                                                       ------        -------

      Total                                              670            664
                                                       ------        -------

 OIL AND GAS PROPERTIES, using the 
   full cost method of accounting                      7,629          7,626
    Less - Accumulated depletion                      (7,629)        (7,626)
                                                       ------         ------
      Net oil and gas properties                                           
                                                       ------        -------

 TOTAL ASSETS                                        $   670       $    664
                                                       ======        =======

 LIABILITIES AND PARTNERS' CAPITAL
 CURRENT LIABILITIES
   Accounts payable and accrued liabilities          $    16        $    14
                                                       ------         ------

 PARTNERS' CAPITAL
   General Partner                                       337            332
   Limited Partner                                       317            318
                                                       ------         ------
      Total                                              654            650
                                                       ------         ------

 TOTAL LIABILITIES AND PARTNERS' CAPITAL             $   670        $   664
                                                       ======         ======
</TABLE>



                         MAY LIMITED PARTNERSHIP 1984-3
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                        (In thousands, except for Units) 
<TABLE>
<CAPTION>
                                        1995         1994         1993  
                                      --------     --------     --------
 <S>                                     <C>          <C>           <C>
 REVENUES
   Oil Revenue                      $    621      $   658       $   563
   Gas Revenue                           702          988           698
   Interest Income                        15           11            10
                                       -----        -----         -----
      Total                            1,338        1,657         1,271
                                       =====        =====         =====


 COSTS AND EXPENSES
   Lease Operating                        29           26            28
   Production Taxes                      105          114            84
   General and Administrative             45           43            54
   Depletion                               3                         33
   Litigation Settlement                   8
   Professional services and other         9           12             7
                                      ------       ------       ------
      Total                              199          195           206
                                      ------       ------        ------

 NET INCOME                          $ 1,139      $ 1,462       $ 1,065
                                      ======       ======        ======

 ALLOCATION OF NET INCOME:
   General Partner                   $   382      $   486       $   357
                                      ======       ======         ======
   Limited Partner                   $   757      $   976       $   708
                                      ======       ======        ======
   Per initial $1,000 Limited 
      Partner investment               $114.71      $147.90       $107.29
                                        ======       ======        ======
   Weighted average initial $1,000
      Limited Partner investment
      units outstanding                6,599        6,599         6,599
                                      ======       ======        ======
</TABLE>



                         MAY LIMITED PARTNERSHIP 1984-3
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (In thousands)

<TABLE>
<CAPTION>
                                General     Limited
                                Partner     Partner      Total
                                -------     -------      -----
 <S>                          <C>         <C>         <C>    
 BALANCE, DECEMBER 31, 1992   $   537     $   720     $ 1,257
   Capital contributions           26                      26
   Net income                     357         708       1,065
   Distributions                 (580)     (1,095)     (1,675)
                                ------      ------      ------

 BALANCE, DECEMBER 31, 1993       340         333         673
   Capital contributions           29                      29
   Net income                     486         976       1,462
   Distributions                 (523)       (991)     (1,514)
                                ------      ------      ------

 BALANCE, DECEMBER 31, 1994       332         318         650
   Capital contributions           30                      30
   Net income                     382         757       1,139
   Distributions                 (407)       (758)     (1,165)
                                ------      ------      ------


 BALANCE, DECEMBER 31, 1995   $   337     $   317     $   654
                                ======      ======      ======
</TABLE>




                         MAY LIMITED PARTNERSHIP 1984-3
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (In thousands) 

<TABLE>
<CAPTION>
                                             1995       1994       1993  
                                             ------    -------    -------
                                           --        -          -
 <S>                                     <C>        <C>        <C>    
 OPERATING ACTIVITIES:
   Net income                            $ 1,139    $ 1,462    $ 1,065
   Adjustment to reconcile net income
    to net cash provided by operating
    activities:
      Depletion                                3                    33
                                             ------    ------     ------

        Cash from operations
           before working capital changes  1,142      1,462      1,098

   Changes in assets and liabilities 
    provided (used) cash:
    Accrued oil and gas sales                (49)       116        227
    Due from affiliate                        13        (40)       180
    Accounts payable and accrued
        liabilities                            2         (1)          
                                             ------    ------     ------
        Net cash provided by
          operating activities             1,108      1,537      1,505
                                             ------    ------     ------

 INVESTING ACTIVITIES:
   Additions to oil and gas properties        (3)                     
                                             ------    ------     ------

        Net cash used in investing
           activities                         (3)                     
                                             ------    ------     ------

 FINANCING ACTIVITIES:
   Distributions to partners              (1,165)    (1,514)    (1,675)
   Contributions from partners                29         26         49
                                             ------    ------     ------
        Net cash used in financing
           activities                     (1,136)    (1,488)    (1,626)
                                             ------    ------     ------

 NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                     (31)        49       (121)

 CASH AND CASH EQUIVALENTS:

   BEGINNING OF YEAR                         304        255        376
                                             ------    ------     ------


   END OF YEAR                           $   273    $   304    $   255
                                             ======    ======     ======
</TABLE>


                  The accompanying notes are an integral part 
                          of the financial statements.




                        MAY DRILLING PARTNERSHIP 1984-3  
                                       AND
                         MAY LIMITED PARTNERSHIP 1984-3

                          NOTES TO FINANCIAL STATEMENTS


(1)  ACCOUNTING POLICIES AND OTHER MATTERS

GENERAL PARTNERSHIP 

May  Drilling Partnership  1984-3,  a Texas  general  partnership (the  "General
Partnership"), was organized by  May Petroleum Inc.  ("May") for the purpose  of
oil  and gas  exploration through May  Limited Partnership  1984-3 (the "Limited
Partnership").  The  General Partnership  was formed on  November 7, 1984,  with
investors ("Participants") subscribing an  aggregate of $6,599,000 in assessable
$1,000 units.    After the  expenditure  of  the initial  contributions  of  the
Participants,   additional  mandatory  assessments  from  each  Participant  are
provided for under the terms  of the general partnership agreement in  an amount
up to  25% of  the initial contribution  of the  Participant.  During  1985, May
assessed  the  Participants  5%   of  initial  contributions.    No   additional
assessments have been made since 1985.

The general partnership  agreement requires that  the manager, Hallwood   Energy
Partners,   L.  P.  ("HEP"),  offer  to repurchase  partnership  interests  from
Participants for  cash at amounts to  be determined by appraisal  of the Limited
Partnership's net  assets no later  than December 31,  1988, and during  the two
succeeding years,  if  such net  assets  are positive.    The manager  has  made
repurchase offers in each year since 1989 and intends to make a repurchase offer
in 1996.

As  the  General  Partnership  is  the  sole  limited  partner  of  the  Limited
Partnership,  its results  of operations,  cash flows  and changes  in partners'
capital are  equal to the  limited partner's share of  the Limited Partnership's
results of operations, cash flows and changes in partners' capital  as set forth
herein.  Therefore, separate statements of operations, cash flows and changes in
partners' capital are not presented for the General Partnership.

LIMITED PARTNERSHIP 

The Limited Partnership, a  Texas limited partnership, was organized  by May and
the  General  Partnership,  for  the  purpose of  oil  and  gas  exploration and
production  of crude  oil,  natural gas  and petroleum  products.   The  Limited
Partnership's oil and  gas reserves are  concentrated in  one prospect in  south
Louisiana.   Among other things, the  terms of the Limited Partnership agreement
(the  "Agreement") give the general partner the  authority to borrow funds.  The
Agreement also requires that  the general partner's total capital  contributions
to the  Limited Partnership as of  each year end,  including unrecovered general
partner  acreage and  equipment  advances, must  be  compared to  total  Limited
Partnership expenditures from inception  to date, and if such  contributions are
less than  15% of such expenditures, an additional contribution in the amount of
the deficiency is required.  As of December 31, 1995, all such contributions had
been accrued. 

On June 30, 1987,  May sold to HEP all  of its economic interest in  the Limited
Partnership and  account receivable balances  due from the  Limited Partnership.
HEP became the general partner of the Limited Partnership in 1988.



SHARING OF COSTS AND REVENUES 

Capital  costs, as defined by  the Agreement, for  commercially productive wells
and  the costs related to the organization  of the Limited Partnership are borne
by the general partner.  Noncapital costs and direct expenses, as defined by the
Agreement, are charged 1% to the general partner and 99% to the limited partner.
Oil  and gas sales, operating  expenses and general  and administrative overhead
are shared  so that the  general partner's allocation will  equal the percentage
that the amount of  Limited Partnership expenses,  as defined, allocated to  the
general  partner bears to the  aggregate amount of  Limited Partnership expenses
allocated to the  general partner  and the limited  partner, plus 15  percentage
points, but in no event will  the general partner's allocation exceed 50%.   The
sharing ratio for each of the last three years was as follows: 

<TABLE>
<CAPTION>
                       1995      1994      1993 
                       ------    ------    ------
 <S>                   <C>       <C>       <C> 
 Limited Partner       66.7%     66.9%     67.2%
 General Partner       33.3%     33.1%     32.8%
</TABLE>


SIGNIFICANT CUSTOMERS 
     
For the years ended December 31, 1995,  1994 and 1993, purchases by each of  the
following companies  exceeded 10%  of  the total  oil and  gas  revenues of  the
Limited Partnership:

<TABLE>
<CAPTION>
                         1995      1994      1993 
                         ------    ------    ------
 <S>                      <C>       <C>       <C>
 Koch Oil Company                   20%       38%

 Louisiana Gas System                         52%
 Conoco Inc.              72%       60%
</TABLE>


Although the Limited  Partnership sells the  majority of its  production to  one
purchaser,  there are numerous other purchasers in  the area, so the loss of its
significant  customer  would not  adversely  affect  the  Limited  Partnership's
operations.

INCOME TAXES 

No provision for federal income taxes is included in the financial statements of
the  Limited Partnership  or the  General Partnership because,  as partnerships,
they are  not  subject  to federal  income  tax and  the  tax effects  of  their
activities  accrue  to  the  partners.    The  partnerships'  tax  returns,  the
qualification  of  the General  and  Limited  Partnerships as  partnerships  for
federal income  tax purposes,  and  the amount  of taxable  income  or loss  are
subject  to examination  by  federal  and state  taxing  authorities.   If  such
examinations result in changes to the partnerships' taxable  income or loss, the
tax liability of the partners could change accordingly.

OIL AND GAS PROPERTIES 

The Limited Partnership  follows the full cost method of  accounting for oil and
gas  properties and,  accordingly,  capitalizes all  costs  associated with  the
exploration and development of oil and gas reserves.

The  capitalized costs of  evaluated properties, including  the estimated future
costs  to develop  proved reserves,  are amortized  on the  units of  production
basis.  Full cost amortization per dollar of gross oil and gas revenues was $.01
in 1995, $-0- in 1994 and $.03 in 1993.

Capitalized costs are  limited to an amount  not to exceed the  present value of
estimated future  net cash flows.  No valuation adjustment was required in 1995,
1994 or 1993. 

Generally  no gains or losses  are recognized on the sale  or disposition of oil
and  gas properties.   Maintenance and  repairs are charged  against income when
incurred.  
 
GAS BALANCING 

The  Limited Partnership uses the sales method for accounting for gas balancing.
Under  this method,  the Limited  Partnership recognizes  revenue on all  of its
sales of production, and any over production or under production is recovered at
a future date.

As of December 31, 1995 the  net imbalance to the Limited Partnership's interest
is not considered material.   Current imbalances can be made up  with production
from the existing well.

USE OF ESTIMATES

The  preparation of  the financial  statements for  the Limited  Partnership and
General Partnership in conformity  with generally accepted accounting principles
requires management to make  estimates and assumptions that affect  the reported
amounts  of assets  and  liabilities and  disclosure  of contingent  assets  and
liabilities at  the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results could  differ
from these estimates.

RELATED PARTY TRANSACTIONS 

Hallwood Petroleum, Inc. ("HPI"), a subsidiary of the general partner,  pays all
costs and expenses of  operations and receives all revenues  associated with the
Limited Partnership's properties.   At  month end, HPI  distributes revenues  in
excess of costs  to the  Limited Partnership.   The  amounts due  from HPI  were
$86,000  and $99,000  as of  December 31,  1995 and  1994, respectively.   These
balances represent net revenues less operating costs and expenses.

CASH FLOWS 

All  highly  liquid investments  purchased with  an  original maturity  of three
months or less are considered to be cash equivalents. 

RECLASSIFICATIONS

Certain reclassifications have  been made to prior years' amounts  to conform to
the classifications used in the current year.


(2)  GENERAL AND ADMINISTRATIVE OVERHEAD

HPI conducts  the day to  day operations  of the Limited  Partnership and  other
affiliated  partnerships  of HEP.    The costs  of  operating  the entities  are
allocated to  each partnership based  upon the time  spent on that  partnership.
General  and administrative overhead allocated by HPI to the Limited Partnership
totaled $44,000 in 1995, $43,000 in 1994 and $53,000 in 1993.


(3)  LEGAL PROCEEDING

In the fourth quarter of 1995, the parties  settled the lawsuit styled Stutes v.
Hallwood  Petroleum, Inc.  et al.   The plaintiff  alleged that  as a  result of
exposure to benzene in the petroleum he was hauling from various wells owned and
operated  by  the  Limited Partnership  and  the  approximately  80 other  named
defendants, he contracted myelogenous leukemia.  The Limited Partnership's share
of the settlement not covered by insurance was $8,000.


                  SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION
                                   (Unaudited)


The  following tables contain certain  costs and reserve  information related to
the Limited Partnership's oil and  gas activities.  The Limited Partnership  has
no long-term supply  agreements and all  reserves are located within  the United
States.

COSTS INCURRED -

<TABLE>
<CAPTION>
                                    For the Years Ended December 31,
                                   1995           1994            1993
                                 ------         ------          -----
                                             (In thousands)
 <S>                               <C>            <C>             <C>

 Development costs                 $  3           $  -            $  -
                                   ===             ===            ===
</TABLE>

OIL AND GAS RESERVES -

<TABLE>
<CAPTION>
                                        1995           1994           1993  
                                        --------       --------      --------
                                     Bbls    Mcf    Bbls   Mcf    Bbls    Mcf
                                      ---    ---     ---    ---    ---     ---
                                    -              -             -
                                                        (In
                                                    thousands)

 <S>                                <C>    <C>    <C>     <C>    <C>    <C>
 Total Proved Reserves:
   Beginning of period               36    320     29     259     28    300
   Revisions to previous estimates   38    417     48     497     34    303
   Production                       (35)  (354)   (41)   (436)   (33)  (344)

    End of Period                    39    383     36     320     29    259

 Proved Developed Reserves:
    Beginning of period              36    320     29     259     28    300

    End of period                    39    383     36     320     29    259

</TABLE>


Certain reserve  value information is provided directly  to partners pursuant to
the Agreement.  Accordingly, such information is not presented herein.



ITEM 9  - DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

  None.


                                    PART III
                                    --------


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Drilling Partnership  and Limited Partnership  are managed by  affiliates of
HEP and do not have directors or executive officers.


ITEM 11 - EXECUTIVE COMPENSATION

The partnerships  pay no  salaries  or other  direct remuneration  to  officers,
directors  or  key  employees of  the  general  partner  or  HPI.   The  Limited
Partnership  reimburses the general partner for general and administrative costs
incurred on behalf of the partnerships.  See Note 2 to the Financial Statements.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To  the  knowledge  of  the  general  partner,  no  person  owns  of  record  or
beneficially more than 5% of the Drilling Partnership's outstanding units, other
than  HEP, the  address  of which  is  4582 S.  Ulster  Street Parkway,  Denver,
Colorado   80237,  and  which  beneficially  owns  approximately  37.8%  of  the
outstanding units.  The general partner of HEP is Hallwood Energy Corporation. 


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
For information with  respect to the  Limited Partnership and  its relationships
and transactions with the general partner, see Part I, Item 1  and Part II, Item
7.


                                     PART IV
                                     -------


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

a.  Financial Statements and Schedules:
     See Index at Item 8.

b.  Reports on Form 8-K - None.

c.  Exhibits:

    3.1  The  General  Partnership Agreement  and  the Limited  Partnership
         Agreement  filed as  an Exhibit  to Registration Statement  No. 2-
         89194, are incorporated herein by reference.


SIGNATURES
----------

Pursuant to the requirements of  Section 13 or 15(d) of the  Securities Exchange
Act  of 1934, as  amended, 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:  EDP OPERATING, LTD., GENERAL
                                    PARTNER

                               BY:  HALLWOOD G.P., INC.
                                    GENERAL PARTNER




                               By:  /s/William L. Guzzetti 
                                  ---------------------------   
                                  William L. Guzzetti
                                  President, Chief Executive
                                  Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been signed below by the following  persons on behalf of the registrant and
in the capacities and on the dates indicated.

           Signature                  Title               Date
           ---------                  -----              -----


                               Vice President
 /s/Robert S. Pfeiffer         (Principal          February 29, 1996
 ---------------------------   Accounting          ----------------- 
 Robert S. Pfeiffer            Officer)