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

                   For the Fiscal Year Ended December 31, 1999

     [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 2-89194


                         MAY DRILLING PARTNERSHIP 1984-3
                         MAY LIMITED PARTNERSHIP 1984-3
             (Exact name of registrant as specified in its charter)


                                                                75-1994687
                    Texas                                       75-1994682
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                   Identification Number)

    4610 South Ulster Street Parkway
              Suite 200
          Denver, Colorado                                               80237
(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (303) 850-7373

           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]






<PAGE>


                      DOCUMENTS INCORPORATED BY REFERENCE:



                                                          Part of Form 10-K into
Document                                                which it is incorporated

The General Partnership Agreement and the Limited Partnership
Agreement filed as an Exhibit to Registration Statement No. 2-89194    Part IV



<PAGE>


                                     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 Hallwood  Energy  Partners,
L.P., which is a subsidiary of Hallwood Energy Corporation ("HEC"). 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 HEC. In February 2000, HPI
employed 100 full-time employees.

Pursuant  to the terms of the  general  partnership  agreement  and the  limited
partnership  agreement,  HEC is  obligated,  from  time to time,  to  contribute
certain  amounts,  in property,  cash or unreimbursed  services,  to the Limited
Partnership.  As of December 31, 1999, all such required  contributions had been
accrued.

The partnership  agreements  governing the Drilling  Partnership and the Limited
Partnership provide for a fifteen-year term of existence.  As a result, the term
of the Drilling  Partnership  and the Limited  Partnership  ended on November 7,
1999.

Over the first four months of 2000, the general  partner will proceed to wind-up
the Drilling  Partnership  and the Limited  Partnership.  This process  includes
preparing a final accounting, paying the liabilities of the Drilling Partnership
and the Limited Partnership, and making a liquidating distribution in accordance
with the capital accounts of the partners.  The general partner believes that it
would be in the best interest of the limited  partners to sell the assets of the
Limited   Partnership  and  distribute  any  cash  remaining  after  payment  of
liabilities.  The  distribution  of a pro rata  direct  working  interest in the
Freddie Aker #1 well to each of the partners would not be practicable because of
the  large  number of  partners  involved  (over  500),  the  small  size of the
resulting  interests and, in general,  the risks and  inconvenience  that can be
associated  with being a small  working  interest  owner.  The  general  partner
intends to sell the investors'  interest in the Freddie Aker #1 well at a public
auction during the first quarter of 2000.

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 set forth 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.

                                         Drilling                   General
                                        Partnership                 Partner

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)

(1)  Includes  expenses that would  otherwise be allocated as lease  acquisition
     expenses and/or capital expenses but that relate to abandoned properties.

(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:

                                1999              1998             1997
                                ----              ----             ----

Limited Partner                 65.9%             66.1%            66.1%
General Partner                 34.1%             33.9%            33.9%

In 2000, the sharing ratio will be 65.8% to the limited partner and 34.2% to the
general partner.

To  the  extent  that  the  characterization  of  any  expense  to  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.



<PAGE>


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, 1999, 1998 and 1997, purchases by the following
companies  exceeded  10% of the  total  oil  and  gas  revenues  of the  Limited
Partnership:

                                  1999              1998             1997
                                  ----              ----             ----

Conoco Inc.                        68%              48%               41%
Plains All American Inc.           31%
Marathon Petroleum Company                          16%               39%
TXG Gas Marketing                                   17%               19%
Scurlock Permian LLC                                17%

Although the Limited Partnership sells the majority of its production to a small
number of purchasers,  there are numerous  other  purchasers in the area, so the
loss  of any  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  Limited  Partnership's  historical
environmental  expenditures  have not been  material  and are not expected to be
material in the future. The general partner is continually taking all actions it
believes  necessary  in its  operations  to ensure  conformity  with  applicable
federal,  state  and  local  environmental  regulations  and does not  presently
anticipate  that  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.



<PAGE>


Cautionary Statement Regarding Forward-Looking Statements

In the interest of providing the partners with certain information regarding the
Limited Partnership's future plans and operations,  certain statements set forth
in this Form 10-K  relate to  management's  future  plans and  objectives.  Such
statements  are   forward-looking   statements.   Although  any  forward-looking
statements contained in this Form 10-K or otherwise expressed by or on behalf of
the  Limited  Partnership  are,  to the  knowledge  and in the  judgment  of the
officers and directors of the general  partner,  expected to prove true and come
to pass,  management is not able to predict the future with absolute  certainty.
Forward-looking  statements  involve known and unknown  risks and  uncertainties
which may cause the  Limited  Partnership's  actual  performance  and  financial
results in future periods to differ materially from any projection,  estimate or
forecasted result.  These risks and uncertainties  include,  among other things,
volatility  of oil and gas prices,  competition,  risks  inherent in the Limited
Partnership's  oil and gas operations,  the inexact nature of  interpretation of
seismic  and other  geological  and  geophysical  data,  imprecision  of reserve
estimates,  the Limited  Partnership's ability to replace and expand oil and gas
reserves, and such other risks and uncertainties  described from time to time in
the Limited  Partnership's  periodic reports and filings with the Securities and
Exchange Commission.  Accordingly, partners are cautioned that certain events or
circumstances  could  cause  actual  results  to differ  materially  from  those
projected, estimated or predicted.


ITEM 2 - PROPERTIES

The Limited  Partnership's  oil and gas  reserves are located on  properties  in
south Louisiana. Natural gas accounts for 55% of estimated future gross revenues
in the Limited Partnership's reserve report as of December 31, 1999.

Significant Properties

At December 31, 1999,  the following  prospect  accounted for all of the Limited
Partnership's proved oil and gas reserves. Reserve quantities were obtained from
the December 31, 1999 reserve report prepared by HPI's petroleum engineers.

Meaux Prospect.  The Meaux prospect is located in Lafayette  Parish,  Louisiana.
The Limited Partnership's  interest in the prospect contains one productive well
(the Freddie Aker #1) and has estimated  remaining net proved  reserves of 8,000
bbls  of oil  and  91,000  mcf  of gas as of  December  31,  1999.  The  Limited
Partnership's  working interest in this well is 15%. The prospect  produces from
one zone, the Bol Mex 3 formation, at 15,275 feet.

As part of the  liquidation  process,  the general  partner  intends to sell the
investors'  interest in the Freddie  Aker #1 well at public  auction  during the
first quarter of 2000.


ITEM 3 - LEGAL PROCEEDINGS

None.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

No matter was submitted to a vote of  participants  during the fourth quarter of
1999.




<PAGE>


                                     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, 1999, there were  approximately 539 holders of record of
   partnership interests in the Drilling Partnership.

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

                            General                    Limited
                            Partner                    Partner

1999                          $ 126                      $ 207
1998                            352                        608
1997                            531                        965


ITEM 6 - SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

                                                            For the Limited Partnership
                                                     As of or for the Year Ended December 31,
                                                     ----------------------------------------
                                    1999              1998             1997              1996             1995
                                    ----              ----             ----              ----             ----
                                                                  (In thousands)

<S>                                  <C>               <C>            <C>               <C>              <C>
Total revenues                       $353              $670           $1,500            $2,301           $1,338
Oil and gas revenues                  348               657            1,473             2,286            1,323
Net income                            212               522            1,261             2,063            1,139
Working capital                       192               298              682               913              654
Total assets                          365               399              731               925              670
Partners' capital                      --                --              717               913              654
Net assets in liquidation             192               298               --                --               --
</TABLE>


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

The terms of the partnership  agreements  governing the General  Partnership and
the Limited  Partnership  provide  for a fifteen  year term of  existence  which
extended  through  November  7,  1999.  The  partnerships  are  expected  to  be
liquidated  prior to the end of the  second  quarter of 2000.  As a result,  the
General   Partnership  and  the  Limited  Partnership  changed  their  basis  of
accounting  from the going  concern  basis to the  liquidation  basis  effective
December 31, 1998. Accordingly,  assets have been valued at estimated realizable
value, net of estimated disposition costs, and liabilities have been adjusted to
estimated settlement amounts, as follows (in thousands):

                                                                December 31,
                                                           1999             1998
                                                           ----             ----

Appreciation of oil and gas properties                    $ 85             $ 89
Deferral of appreciated gain on oil and gas properties     (85)             (89)



<PAGE>


Liquidity and Capital Resources

Material changes in the Limited  Partnership's cash position for the years ended
December 31, 1999 and 1998 are summarized as follows:

                                             1999              1998
                                             ----              ----
                                                (In thousands)

Cash provided by operating activities       $  355            $  778
Distributions to partners                     (333)              (960)
Contributions from partners                     19                39
Additions to oil and gas properties           (108)
                                             -----               ----
Decrease in cash                           $   (67)            $ (143)
                                            ======              =====

Cash  provided  by  operating   activities  in  1999  was  used   primarily  for
distributions to the partners and for capital expenditures.

The reserves of the Limited  Partnership  have been  estimated by HPI's in-house
engineers  and have been reviewed by  independent  petroleum  engineers.  Proved
reserves  and  discounted   future  net  revenues   valued  at  year-end  prices
(discounted at 10% and before general and  administrative  expenses) from proved
reserves were  estimated at 8,000 bbls and 91,000 mcf valued at $342,000 in 1999
and 11,000 bbls and 120,000  mcf valued at  $335,000  in 1998.  The  increase in
discounted  future net revenues and in the quantities  resulted from an increase
in year-end oil and gas prices,  partially offset by current year production and
a decrease in the estimated rate of future  production on the Freddie Aker well,
which is nearing the end of its productive life.  Estimates of discounted future
net  revenues  should  not be  construed  as the  current  market  value  of the
estimated  oil  and  gas  reserves.  In  accordance  with  requirements  of  the
Securities and Exchange Commission, the estimated discounted future net revenues
from proved  reserves are generally  based on prices and costs as of the date of
the estimate, whereas actual future prices and costs may be materially higher or
lower. In addition,  the 10% discount  factor,  which is required by the SEC for
reporting  purposes,  is not  necessarily the most  appropriate  discount factor
based on risks associated with the production of the reserves or the oil and gas
industry in general.  Accordingly,  the price  received from the sale of oil and
gas reserves is not generally the same as the estimated  future net revenues for
those reserves and the amount received in liquidation of the assets.

Results of Operations

1999 Compared to 1998

Gas Revenue

Gas revenue  decreased  $224,000 during 1999 compared with 1998. The decrease is
due to a 53%  decrease  in  production  partially  offset by an  increase in the
average gas price from $2.50 per mcf during  1998 to $2.64 per mcf during  1999.
The decrease in production from 176,925 mcf in 1998 to 83,155 mcf in 1999 is due
to the shut-in of the Freddie Aker #1 well during  October  1999 while  workover
procedures were performed and increased water production on the well.

Oil Revenue

Oil revenue  decreased  $85,000  during 1999 compared with 1998. The decrease is
comprised of a 52% decrease in  production,  partially  offset by an increase in
the  average  price  from to $12.99  per  barrel in 1998 to $16.34 per barrel in
1999. The decrease in production from 16,452 barrels in 1998 to 7,862 barrels in
1999 is due to the shut-in of the Freddie Aker #1 well during October 1999 while
workover procedures were performed and increased water production on the well.



<PAGE>


Interest Income

Interest income  decreased  $8,000 during 1999 compared with 1998 due to a lower
average cash balance during 1999.

Lease Operating

Lease  operating  expense  decreased  $9,000  during  1999  compared  with  1998
primarily due to decreased maintenance activity during 1999.

Production Taxes

Production taxes decreased $21,000 during 1999 compared with 1998 as a result of
a decreased oil and gas production during 1999.

General and Administrative

General and  administrative  expense  decreased $4,000 during 1999 compared with
1998 primarily due to a decrease in performance based compensation expense.

Depletion

Depletion expense increased $25,000 during 1999 compared with 1998 primarily due
to an  increase  in  capitalized  costs  during  1999  resulting  from  workover
procedures performed on the Freddie Aker #1 well.

Professional Services and Other

Professional services and other expense increased $2,000 during 1999 compared to
1998  due to an  increase  in  numerous  miscellaneous  items,  none of which is
individually significant.

1998 Compared to 1997

Gas Revenue

Gas revenue  decreased  $465,000 during 1998 compared with 1997. The decrease is
due to a decrease  in the  average  gas price from $3.07 per mcf during  1997 to
$2.50 per mcf during  1998,  combined  with a 40%  decrease in  production.  The
decrease in production from 295,995 mcf in 1997 to 176,925 mcf in 1998 is due to
increased water production on the Freddie Aker #1 well in Louisiana.

Oil Revenue

Oil revenue  decreased  $351,000 during 1998 compared with 1997. The decrease is
comprised  of a 41%  decrease  in  production,  combined  with a decrease in the
average  price  from to $20.28  per barrel in 1997 to $12.99 per barrel in 1998.
The decrease in production from 27,887 barrels in 1997 to 16,452 barrels in 1998
is due to increased water production on the Freddie Aker #1 well in Louisiana.

Interest Income

Interest income  decreased  $3,000 during 1998 compared with 1997 due to a lower
average cash balance during 1998.

Other

Other  income in 1997 is  comprised of  insurance  proceeds  which  reimbursed a
portion of expense incurred in a prior period to settle certain litigation.

Lease Operating

Lease  operating  expense  decreased  $12,000  during  1998  compared  with 1997
primarily due to decreased maintenance activity during 1998.

Production Taxes

Production taxes decreased $52,000 during 1998 compared with 1997 as a result of
a decreased oil and gas production during 1998.

General and Administrative

General and  administrative  expense  increased $1,000 during 1998 compared with
1997 primarily due to an increase in performance based compensation expense.

Depletion

Depletion  expense  decreased  $29,000  during 1998  compared with 1997 due to a
lower depletion rate caused by the decrease in production  discussed above and a
decrease in capitalized costs during 1998.


<PAGE>


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Limited  Partnership's  primary market risk relates to changes in the prices
received from sales of oil and natural gas production.  The Limited  Partnership
manages  its  commodity  price  risks  by  using  well-trained  and  experienced
marketing personnel to sell its production. The Limited Partnership does not use
any financial  instruments or derivative commodity  instruments that are subject
to price or interest rate risk.


<PAGE>


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS


                                                                                                               Page

FINANCIAL STATEMENTS:

<S>                                                                                                              <C>
   Independent Auditors' Report                                                                                  13

   Statements of Net Assets (Liabilities) in Liquidation at
     December 31, 1999 and 1998 -
     May Drilling Partnership 1984-3                                                                             14

   Statements of Net Assets in Liquidation at December 31, 1999 and 1998 -
     May Limited Partnership 1984-3                                                                              15

   Statement of Changes in Net Assets in Liquidation for the Year Ended
     December 31, 1999 and Statements of Operations for the Years Ended
     December 31, 1998 and 1997 -
     May Limited Partnership 1984-3                                                                              16

   Statements of Changes in Partners' Capital for the Years Ended
     December 31, 1998 and 1997 -
     May Limited Partnership 1984-3                                                                              17

   Statements of Cash Flows for the Years Ended
     December 31, 1998 and 1997 -
     May Limited Partnership 1984-3                                                                              18

   Notes to Financial Statements - May Drilling Partnership 1984-3
     and May Limited Partnership 1984-3                                                                       19-23

SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)                                                         24
</TABLE>


<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Partners of May Drilling Partnership 1984-3 and
   May Limited Partnership 1984-3:

We  have  audited  the  accompanying   financial   statements  of  May  Drilling
Partnership  1984-3 ("General  Partnership") and May Limited  Partnership 1984-3
("Limited  Partnership")  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.

As discussed in Note 1 to the financial statements, the terms of the partnership
agreements governing the General Partnership and the Limited Partnership provide
for a fifteen year term of existence  which extended  through  November 7, 1999.
The partnerships are expected to be liquidated in 2000. As a result, the General
Partnership and the Limited  Partnership  have changed their basis of accounting
from the going concern basis to the  liquidation  basis  effective  December 31,
1998.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  (1)  the net  assets  (liabilities)  in  liquidation  of the  General
Partnership  and the Limited  Partnership  as of December 31, 1999 and 1998, (2)
the changes in net assets in liquidation of the Limited Partnership for the year
ended December 31, 1999, and (3) the results of operations and cash flows of the
Limited Partnership for the years ended December 31, 1998 and 1997 in conformity
with  generally  accepted  accounting  principles on the bases  described in the
preceding paragraph.



DELOITTE & TOUCHE LLP

Denver, Colorado
March 6, 2000



<PAGE>

<TABLE>
<CAPTION>

                         MAY DRILLING PARTNERSHIP 1984-3
              STATEMENTS OF NET ASSETS (LIABILITIES) IN LIQUIDATION
                          AT DECEMBER 31, 1999 AND 1998
                                 (In thousands)



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

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


LIABILITIES
Investment in May Limited Partnership 1984-3                             $ (4)
                                                                          ===


NET ASSETS (LIABILITIES) IN LIQUIDATION                                  $ (4)                      $ 73
                                                                          ===                        ===





<FN>

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






















<FN>

               The accompanying notes are an integral part of the
                             financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                     STATEMENTS OF NET ASSETS IN LIQUIDATION
                          AT DECEMBER 31, 1999 AND 1998
                                 (In thousands)


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

ASSETS
<S>                                                                       <C>                        <C>
  Cash and cash equivalents                                               $ 103                      $ 170
  Accrued oil and gas revenues                                               82                         70
  Due from affiliate                                                                                    35
  Contributions receivable from general partner                              15                         19

OIL AND GAS PROPERTIES:
  At estimated net realizable value                                         165                        105
                                                                           ----                       ----

TOTAL ASSETS                                                                365                        399
                                                                           ----                       ----

LIABILITIES
  Accounts payable and accrued liabilities                                   16                         12
  Due to affiliate                                                           72
  Deferred appreciated gain on oil and gas properties                        85                         89
                                                                          -----                      -----

NET ASSETS IN LIQUIDATION                                                 $ 192                      $ 298
                                                                           ====                       ====





























<FN>

               The accompanying notes are an integral part of the
                             financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
            STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION FOR THE
            YEAR ENDED DECEMBER 31, 1999 AND STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
            (In thousands, except for Unit and per Unit Information)


                                                                      1999             1998              1997
                                                                      ----             ----              ----

REVENUES
<S>                                                               <C>              <C>               <C>
  Gas revenue                                                     $     219        $     443         $     908
  Oil revenue                                                           129              214               565
  Interest income                                                         5               13                16
  Other                                                                                                     11
                                                                -----------       -----------        ---------
         Total                                                          353              670             1,500
                                                                   --------         --------           -------

COSTS AND EXPENSES
  Lease operating                                                        30               39                51
  Production taxes                                                       25               46                98
  General and administrative                                             30               34                33
  Depletion                                                              44               19                48
  Professional services and other                                        12               10                 9
                                                                  ---------        ---------        ----------
         Total                                                          141              148               239
                                                                   --------         --------          --------

NET INCOME FROM OPERATIONS                                              212        $     522          $  1,261
                                                                                    ========           =======

NET ASSETS IN LIQUIDATION,
  BEGINNING OF PERIOD                                                   298

DISTRIBUTIONS TO PARTNERS                                             (333)

CONTRIBUTIONS FROM PARTNERS                                              15
                                                                  ---------

NET ASSETS IN LIQUIDATION,
  END OF PERIOD                                                   $     192
                                                                   ========

ALLOCATION OF NET INCOME:
  General Partner                                                                  $     181         $     438
                                                                                    ========          ========
  Limited Partner                                                                  $     341         $     823
                                                                                    ========          ========
  Per initial $1,000 Limited Partner investment                                     $  51.67           $124.72
                                                                                     =======            ======
  Weighted average initial $1,000 Limited
     Partner investment units outstanding                                              6,599             6,599
                                                                                     =======           =======












<FN>

               The accompanying notes are an integral part of the
                             financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                                 (In thousands)


                                                                                             Net Assets
                                                           General           Limited             in
                                                           Partner           Partner        Liquidation          Total

<S>                                                       <C>              <C>              <C>             <C>
BALANCE, December 31, 1996                                 $   431          $   482                          $     913
  Capital contributions                                         39                                                  39
  Net income                                                   438              823                              1,261
  Distributions                                              (531)            (965)                            (1,496)
                                                            -----            -----                             ------

BALANCE, December 31, 1997                                     377              340                                717
  Capital contributions                                         19                                                  19
  Net income                                                   181              341                                522
  Distributions                                              (352)            (608)                              (960)

  Adjustments to liquidation basis:
    Eliminate Partners' Capital                              (225)             (73)                              (298)
    Revaluation of assets and liabilities                                                     $   298              298
                                                         ---------        ---------            ------         --------

BALANCE, December 31, 1998                                $    -0-         $    -0-           $   298        $     298
                                                           =======          =======            ======         ========





























<FN>

               The accompanying notes are an integral part of the
                             financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                                 (In thousands)


                                                                                       1998                      1997
                                                                                       ----                      ----

OPERATING ACTIVITIES:
<S>                                                                                 <C>                        <C>
  Net income                                                                        $    522                   $ 1,261
  Adjustment to reconcile net income
     to net cash provided by operating activities:
       Depletion                                                                          19                        48

  Changes in assets and liabilities provided (used) cash:
       Accrued oil and gas revenues                                                      151                       146
       Due from affiliate                                                                 88                         9
       Accounts payable and accrued liabilities                                           (2)                        2
                                                                                   ---------                 ---------
         Net cash provided by operating activities                                       778                     1,466
                                                                                     -------                    ------

INVESTING ACTIVITIES -
  Additions to gas and oil properties                                                                              (83)
                                                                                  ----------                   -------

FINANCING ACTIVITIES -
  Distributions to partners                                                             (960)                   (1,496)
  Contributions from partners                                                             39                        36
                                                                                    --------                  --------
         Net cash used in financing activities                                          (921)                   (1,460)
                                                                                     -------                    ------

NET DECREASE IN CASH AND
  CASH EQUIVALENTS                                                                      (143)                      (77)

CASH AND CASH EQUIVALENTS:

  BEGINNING OF YEAR                                                                      313                       390
                                                                                     -------                   -------

  END OF YEAR                                                                       $    170                  $    313
                                                                                     =======                   =======

















<FN>

               The accompanying notes are an integral part of the
                             financial statements.
</FN>
</TABLE>

                         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 purposes 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 (as
       set forth in the partnership  agreement) of the Limited Partnership's net
       assets no later than December 31, 1988, and during each succeeding  year,
       if such net assets are positive.  The manager has made repurchase  offers
       in all years since 1989.

       As the General  Partnership  is the sole  limited  partner of the Limited
       Partnership,  and there are no other  revenues or expenses of the General
       Partnership, its results of operations,  changes in partners' capital and
       cash  flows  are  equal to the  limited  partner's  share of the  Limited
       Partnership's  results of  operations,  changes in partners'  capital and
       cash  flows  as set  forth  herein.  Therefore,  separate  statements  of
       operations,  changes in net assets in  liquidation,  changes in partners'
       capital and cash flows 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 the  production of crude oil,  natural gas and petroleum
       products.  The Limited  Partnership's oil and gas reserves are located in
       prospects  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,  1999,  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.



<PAGE>


       The terms of the partnership agreements governing the General Partnership
       and the Limited  Partnership provide for a fifteen year term of existence
       which extends through  November 7, 1999. The partnerships are expected to
       be  liquidated  prior to the end of the  second  quarter  of  2000.  As a
       result, the General Partnership and the Limited Partnership changed their
       basis of accounting from the going concern basis to the liquidation basis
       effective  December  31,  1998.  Accordingly,  assets have been valued at
       estimated  realizable  value,  net of estimated  disposition  costs,  and
       liabilities  have been  adjusted  to  estimated  settlement  amounts,  as
       follows (in thousands):

                                                                December 31,
                                                           1999             1998
                                                           ----             ----

Appreciation of oil and gas properties                    $  85           $  89
Deferral of appreciated gain on oil and gas properties      (85)            (89)

       The Partnership  obtained fair market  appraisals of its properties as of
       December 31, 1999 and 1998.  When the appraised  value is compared to the
       historical  net carrying value of the Limited  Partnership's  oil and gas
       properties,  there is an  appreciation of $85,000 and $89,000 at December
       31,  1999 and 1998,  respectively.  Because of the  inherent  uncertainty
       about the timing and amount of the gain that may  ultimately be realized,
       such estimated gain has been deferred at December 31, 1999 and 1998.

       The statements of operations,  and cash flows of the Limited  Partnership
       for each of the two years in the period ended December 31, 1998 have been
       prepared using the historical cost (going concern) basis of accounting on
       which the General  Partnership and the Limited Partnership had previously
       reported their financial condition and results of operations.

       The Limited  Partnership  will be wound up prior to the end of the second
       quarter of 2000.  This  process  includes  preparing a final  accounting,
       paying  the  liabilities  of the  Drilling  Partnership  and the  Limited
       Partnership, and making a liquidating distribution in accordance with the
       capital  accounts of the partners.  The general partner  believes that it
       would be in the best interest of the limited  partners to sell the assets
       of the  Limited  Partnership  and  distribute  any cash  remaining  after
       payment  of  liabilities.   The  general  partner  intends  to  sell  the
       investors'  interest in the Freddie  Aker #1 well at a public  auction in
       the first quarter of 2000.

       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:

                                 1999              1998             1997
                                 ----              ----             ----

Limited Partner                  65.9%            66.1%             66.1%
General Partner                  34.1%            33.9%             33.9%



<PAGE>


       Significant Customers

       For the years ended  December 31, 1999,  1998 and 1997,  purchases by the
       following companies exceeded 10% of the total oil and gas revenues of the
       Limited Partnership:

                                  1999              1998             1997
                                  ----              ----             ----

Conoco Inc.                        68%              48%               41%
Plains All American Inc.           31%
Marathon Petroleum Company                          16%               39%
TXG Gas Marketing                                   17%               19%
Scurlock Permian LLC                                17%

       Although the Limited  Partnership sells the majority of its production to
       a small number of purchasers,  there are numerous other purchasers in the
       area, so the loss of any 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

       Prior to December 31,  1998.  the Limited  Partnership  followed the full
       cost method of accounting  for oil and gas properties  and,  accordingly,
       capitalized 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 $.13 in 1999, $.03 in 1998 and $.03 in 1997.

       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 of  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 or repaid at a future date.

       As of December 31, 1999, the Limited  Partnership had a net over-produced
       position of 1,218 mcf ($3,276  valued at  year-end  prices).  The General
       Partner  believes that this  imbalance can be made up from  production on
       the existing  well.  The reserves  disclosed  in  Supplement  Oil and Gas
       Reserve  Information have been decreased by 1,218 mcf in order to reflect
       the Partnership's gas balancing position.



<PAGE>


       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
       Partnership had a payable to HPI of $72,000 as of December 31, 1999 and a
       receivable  from HPI of $35,000 as of December 31, 1998.  These  balances
       represent net revenue 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.

       Recently Issued Accounting Pronouncements

       In June 1997, the Financial  Accounting  Standards Board issued Statement
       of  Financial  Accounting  Standards  No.  130  "Reporting  Comprehensive
       Income" ("SFAS 130").  SFAS 130  establishes  standards for reporting and
       display of comprehensive income and its components  (revenues,  expenses,
       gains, and losses) in a full set of general purpose financial statements.
       SFAS 130 requires that all items that are required to be recognized under
       accounting standards as components of comprehensive income be reported in
       a financial statement that is displayed with the same prominence as other
       financial  statements.   Reclassification  of  financial  statements  for
       earlier  periods  provided  for  comparative  purposes is  required.  The
       Limited  Partnership  adopted  SFAS 130 on January 1, 1998.  The  Limited
       Partnership does not have any items of other comprehensive income for the
       years  ended  December  31,  1999,  1998  and  1997.   Therefore,   total
       comprehensive income is the same as net income for those periods.

       In June 1997, the Financial  Accounting  Standards Board issued Statement
       of Financial  Accounting Standards No. 131 "Disclosures about Segments of
       an Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes
       standards for reporting selected information about operating segments and
       related  disclosures  about products and services,  geographic areas, and
       major  customers.  SFAS 131 requires that an entity report  financial and
       descriptive  information about its operating segments which are regularly
       evaluated  by the  chief  operating  decision  maker in  deciding  how to
       allocate resources and in assessing performance.  The Limited Partnership
       adopted SFAS 131 in 1998.

       The Limited Partnership  engages in the development,  production and sale
       of oil  and  gas,  and  the  acquisition,  exploration,  development  and
       operation of oil and gas  properties in the  continental  United  States.
       These activities exhibit similar economic characteristics and involve the
       same products,  production processes,  class of customers, and methods of
       distribution.   Management  of  the  Limited  Partnership  evaluates  its
       performance  as a whole  rather than by product or  geographically.  As a
       result,  the Limited  Partnership's  operations consist of one reportable
       segment.


(2)      GENERAL AND ADMINISTRATIVE OVERHEAD

       HPI conducts the day to day  operations  of the Limited  Partnership  and
       other affiliated entities of HEC. The costs of operating the entities are
       allocated  to each  entity  based  upon  the time  spent on that  entity.
       General  and  administrative  overhead  allocated  by HPI to the  Limited
       Partnership totaled $26,000 in 1999, $27,000 in 1998 and $33,000 in 1997.

(3)      INCOME TAXES

       As a result of differences  between the  accounting  treatment of certain
       items for income tax purposes and financial reporting purposes, primarily
       depreciation,  depletion and  amortization  of oil and gas properties and
       the  recognition  of intangible  drilling  costs as an expense or capital
       item,  the income tax basis of oil and gas  properties  differs  from the
       basis used for  financial  reporting  purposes.  At December 31, 1999 and
       1998 the  income  tax  bases  of the  Limited  Partnership's  oil and gas
       properties were approximately $4,500 and $4,600, respectively.




<PAGE>


                  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 -

                                  For the Year Ended December 31,
                              1999              1998             1997
                              ----              ----             ----
                                           (In thousands)

Development costs             $108              $  -             $ 83
                               ===               ===              ===

Oil and Gas Reserves (valued at year-end prices discounted at 10%) -
<TABLE>
<CAPTION>

                                              1999                    1998                     1997
                                              ----                    ----                     ----
                                         Mcf        Bbls         Mcf         Bbls        Mcf         Bbls
                                         ---        ----         ---         ----        ---         ----
                                                                 (In thousands)

Total Proved Reserves:
<S>                                        <C>          <C>        <C>           <C>        <C>          <C>
   Beginning of period                     120          11         332           31         395          37
   Revisions to previous
     estimates                              54           5         (35)           (4)       233          22
   Production                              (83)         (8)       (177)          (16)      (296)        (28)
                                          ----       -----        ----          ----       ----        ----
          End of Period                    91            8         120           11        332           31
                                         ====        =====        ====        =====       ====        =====

Proved Developed Reserves:
   Beginning of period                    120           11         332           31        395           37
                                         ====        =====        ====        =====       ====        =====
   End of period                           91            8         120           11        332           31
                                        =====       ======        ====        =====       ====        =====
</TABLE>

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


<PAGE>


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 HEC  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 HEC, the address of
                which is 4610 S. Ulster Street Parkway,  Denver, Colorado 80237,
                and  which   beneficially  owns   approximately   38.5%  of  the
                outstanding units.


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.

27   Financial Data Schedule


<PAGE>


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:  HALLWOOD ENERGY PARTNERS, L.P.
                                         General Partner

                                      By:  HEC ACQUISITION CORP.
                                           General Partner



Date:  March 6, 2000                  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



/s/William J. Baumgartner                                         March 6, 2000
William J. Baumgartner          Chief Financial Officer
Vice President                 (Principal Financial and
                                  Accounting Officer)