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 0-11313
                                                    
                             -----------------------

                         MAY DRILLING PARTNERSHIP 1983-2
                         MAY LIMITED PARTNERSHIP 1983-2
             (Exact name of registrant as specified in its charter)
                                                    
                            ------------------------


                                                         75-1915688       
       TEXAS                                             75-1915682       
 (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:


 Document                                  Part of Form
 --------                                  10-K into
                                           which it is
                                           -----------
                                           incorporated
 The General Partnership
 Agreement and the Limited
 Partnership Agreement filed as            Part IV
 an Exhibit
 to Registration Statement No.
 0-11313


                                     PART I
                                     ------


ITEM 1 - BUSINESS

May  Drilling Partnership 1983-2 (the "Drilling or General Partnership") and May
Limited Partnership  1983-2 (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
made.

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.

<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       58.3%     58.5%      59%
 General Partner       41.7%     41.5%      41%
</TABLE>


In 1996, the sharing ratio will be 58.1% to the limited partner and 41.9% 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 CUSTOMER 

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

<TABLE>
<CAPTION>
                       1995      1994      1993 
                       ------    ------    ------
 <S>                   <C>       <C>       <C> 
 Conoco Inc.            88%       60%       70%
</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
all  action 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 prospects in
south  Louisiana; the Limited Partnership  also has small  amounts of additional
reserves  in an  Oklahoma  prospect.   The  Limited Partnership's  reserves  are
predominantly  natural gas,  which accounts  for 86%  of estimated  future gross
revenues in the Limited Partnership's reserve report as of December 31, 1995.

SIGNIFICANT PROSPECTS 

At December 31, 1995, the following prospects accounted for approximately 94% 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.

BOUDREAUX PROSPECT.  The Boudreaux prospect is located in Lafayette Parish,
Louisiana.  The Limited Partnership's interest in the prospect has remaining net
proved reserves of 33,000 bbls  of oil and 1,544,000  mcf of gas as of  December
31, 1995, all of  which are developed and producing  at December 31, 1995.   The
Limited Partnership's working interest in this prospect ranges up to 3.2%.


MEAUX PROSPECT.  The Meaux prospect is located in Lafayette Parish, Louisiana. 
The  Limited Partnership's  interest in  the prospect  has remaining  net proved
reserves of 700 bbls  of oil and 74,500 mcf of gas as  of December 31, 1995, all
of  which  are developed  and  producing  at December  31,  1995.   The  Limited
Partnership's working interest in this prospect is 19.1%.


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 727 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         $131          $134
   1994          352           505
   1993          123           177
</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    $  612    $  649      $1,127    $1,223     $  840
 Oil and gas
 revenues             603       637       1,115     1,214        828
 Net income           249       257         323       667        301
 Working capital      301       243         728       609        494
 Total assets         938       962       1,849     1,539      1,864
 Partners'
 capital              911       927       1,527     1,504      1,768
</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         $  281      $  500
 Distributions to partners                       (265)       (857)
 Additions to oil and gas properties              (37)         (9)
 Proceeds from sale of oil and gas properties                  15
                                                -----      -----
 Decrease in cash                              $  (21)     $ (351)
                                                =====       =====
</TABLE>

Cash provided by operating  activities in 1995 was used for distributions to the
partners and additions  to oil and gas properties.   The Limited Partnership has
net working capital of $301,000.  This working capital, together with future net
cash flows generated from operations, may be used  to fund future distributions.
Future distributions  depend on, among other things,  continuation of current or
higher  oil and gas prices, markets for production and future development costs,
and the outcome of the litigation described in Item 8, Note 3.

The Limited Partnership's ability to generate funds  adequate to meet its future
needs will  be largely  dependent upon its  ability to  continue to develop  its
existing  reserves.    Proved  reserves  and  discounted  future  net   revenues
(discounted at 10% and  before general and administrative expenses)  from proved
reserves were estimated at   34,000 bbls and 1,737,000 mcf valued  at $2,959,000
in  1995 and 35,000  bbls and 1,722,000 mcf  valued at $2,611,000  in 1994.  The
increase  in the  discounted  future net  revenues and  the  fluctuation in  the
quantities resulted from an increase in year  end oil and gas prices as well  as
changes in the estimated rates of production on certain wells.

During  1995,  the  Financial  Accounting Standards  Board  issued  Statement of
Financial Accounting Standards No.  121 "Accounting for the Impairment  of Long-
Lived  Assets and for Long-Lived  Assets to be Disposed Of"  ("SFAS 121").  SFAS
121 provides  the standards for  accounting for the impairment  of various long-
lived assets.   The Limited Partnership is  required to adopt SFAS  121 no later
than 1996.   The Limited Partnership uses the full cost method of accounting for
its only long-lived  assets, which  requires an impairment  to be recorded  when
total  capitalized costs  exceed  the  present  value,  discounted  at  10%,  of
estimated future net revenues from proved  oil and gas reserves.  Therefore, the
adoption of SFAS 121 is not expected to have  a material effect on the financial
position or results of operations of the Limited Partnership.

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

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

OIL REVENUE

Oil revenue increased $8,000 during 1995 as compared with 1994.  The increase is
comprised of an increase in the average oil price from $16.04 per barrel in 1994
to $17.68 per barrel in  1995 combined with a 1% increase in production as shown
in the  table below.   The  increase in  production  is due  to increased  state
allowable production limits,  partially offset by normal production  declines as
well as the temporary abandonment of one well and the sale of another during the
second quarter of 1994.


GAS REVENUE

Gas  revenue decreased $42,000 during 1995 as  compared with 1994.  The decrease
is due to a decrease in the average  gas price from $2.10 per mcf during 1994 to
$1.81 per mcf during  1995, partially offset by a  7% increase in production  as
shown below.   The increase in  production is due  to increased state  allowable
production limits, partially offset by normal production declines as well as the
temporary abandonment  of one well  and the  sale of another  during the  second
quarter of 1994.

The following  table summarizes  the Limited  Partnership's share  of production
from the Limited Partnership's significant properties for 1995 and 1994.

<TABLE>
<CAPTION>
                                        Net Production          
                             ----------------------------------
                                  1995                  1994     
                             --------------        --------------
                             Oil        Gas        Oil        Gas
 County, State and Well     (Bbls)     (Mcf)      (Bbls)     (Mcf)
 ----------------------      ----       ---        ----       ---
 <S>                        <C>      <C>           <C>     <C>   
  Lafayette, Louisiana
   --------------------
    Hutchinson #1            138     24,889        160     31,110
    Meaux Prospect
    --------------
    Richard #1               396     35,642        462     40,809
    Warwick Richard #1         -          -         43      2,265
    Middle Bayou Cannes
    -------------------
    Duhon #1                   -          -         60      3,660
    Boudreaux Prospect
    ------------------
    A. L. Boudreaux #1     3,980    193,583      3,696    150,683
    G. S. Boudreaux
    Estate #1                 77      3,926         67      3,271

    Hallwood Fontenot #1      11      1,322          3        493
  Canadian, Oklahoma
   ------------------
    Jameson #1-14              -     19,964          -     27,401

  Other Properties           398      5,022        466      5,876
                           -----      -----      -----      -----

    Total Net Production   5,000    284,348      4,957    265,568
                           =====    =======      =====    =======
</TABLE>

LEASE OPERATING

Lease  operating expense  decreased $35,000  during 1995  as compared  with 1994
primarily due to the sale of the Warwick Richard #1 during the second quarter of
1994 and the temporary abandonment of the Duhon #1.

PRODUCTION TAXES

Production taxes increased $14,000 during 1995 as compared with 1994 as a result
of  the settlement  of a  lawsuit which  resulted in  lower in  production taxes
during 1994.

GENERAL AND ADMINISTRATIVE

General and administrative  expenses decreased $25,000  during 1995 as  compared
with 1994  primarily due to  a decrease in the  allocation of overhead  from the
general partner.

DEPLETION

Depletion expense increased $2,000  during 1995 as compared  with 1994 due to  a
higher depletion rate caused by the 6% increase in oil and gas production during
1994.

LITIGATION SETTLEMENT

Litigation  settlement expense during 1995  primarily represents amounts paid in
connection with the settlement of a royalty dispute on the Duhon #1 well.

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

OIL REVENUE

Oil  revenue decreased  $56,000 in  1994 as  compared to  1993.   Oil production
decreased 36% as shown  in the table  below, primarily due  to the reduction  in
state allowable production  limits, as well as normal production  declines.  The
average oil price decreased from $17.88 per barrel in 1993 to $16.04  per barrel
in 1994.

GAS REVENUE

Gas revenue  decreased $422,000 as compared  to 1993.  Gas  production decreased
40%  as  shown in  the  table below,  primarily due  to  the reduction  in state
allowable production limits, as well as normal production declines.  The average
gas price decreased from $2.24 per mcf in 1993 to $2.10 per mcf in 1994.  

The following  table summarizes the  Limited Partnership's  share of  production
from the Limited Partnership's significant properties for 1994 and 1993.

<TABLE>
<CAPTION>
                                         Net Production          
                             ----------------------------------
                                   1994                   1993     
                             --------------         --------------
                             Oil         Gas        Oil         Gas
 County, State and Well     (Bbls)      (Mcf)      (Bbls)      (Mcf)
 ----------------------      ----       ---         ----       ---
 <S>                        <C>       <C>          <C>       <C>   
  Lafayette, Louisiana
   --------------------
    Hutchinson #1            160      31,110        669      77,715
    Meaux Prospect
    --------------

    Richard #1               462      40,809        515      40,503
    Warwick Richard #1        43       2,265         22      12,799
    Middle Bayou Cannes
    -------------------
    Duhon #1                  60       3,660        876      35,373
    Boudreaux Prospect
    ------------------
    A. L. Boudreaux #1     3,696     150,683      4,913     230,669
    G. S. Boudreaux
    Estate #1                 67       3,271         74       3,425
    Hallwood Fontenot #1       3         493         10       1,411
  Canadian, Oklahoma
   ------------------
    Jameson #1-14                     27,401         44      24,540

  Other Properties           466       5,876        581      18,508
                           -----     -------      -----     -------
    Total Net Production   4,957     265,568      7,704     444,943
                           =====     =======      =====     =======
</TABLE>


LEASE OPERATING

Lease  operating expense decreased $15,000 as compared to 1993, primarily due to
the sale of the Warwick Richard #1 during the second quarter of 1994.



PRODUCTION TAXES

Production taxes decreased $42,000 in 1994 as compared to 1993, primarily due to
the decrease in revenues mentioned previously.

GENERAL AND ADMINISTRATIVE

General and administrative  expenses decreased  $26,000 in 1994  as compared  to
1993, due to a decrease in allocation of overhead from the general partner. 

DEPLETION

Depletion  expense  decreased  $48,000  as compared  to  1993,  due  to a  lower
depletion rate.

LITIGATION SETTLEMENT

Litigation  settlement expense  during 1993  represents the  costs of  a lawsuit
settlement which is discussed in Item 8 - Note 3 of this Form 10-K.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----
FINANCIAL STATEMENTS:

 Independent Auditors' Report                                                 12

 Balance Sheets at December 31, 1995 and 1994 - 
   May Drilling Partnership 1983-2                                            13

 Balance Sheets at December 31, 1995 and 1994 -
   May Limited Partnership 1983-2                                             14

 Statements of Operations for the Years Ended
   December 31, 1995, 1994 and 1993 -
   May Limited Partnership 1983-2                                             15

 Statements of Changes in Partners' Capital for the
   Years Ended December 31, 1995, 1994 and 1993 -
   May Limited Partnership 1983-2                                             16

 Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993 - 
   May Limited Partnership 1983-2                                             17

 Notes to Financial Statements - May Drilling Partnership 1983-2
   and May Limited Partnership 1983-2                                      18-21

SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)                      22


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


TO THE PARTNERS OF MAY DRILLING PARTNERSHIP 1983-2 AND 
  MAY LIMITED PARTNERSHIP 1983-2:

We  have audited  the financial  statements of  May Drilling  Partnership 1983-2
("General   Partnership")   and   May  Limited   Partnership   1983-2  ("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 1983-2
                                 BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                     December 31,   December 31,
                                         1995            1994   
                                     ------------   ------------
 <S>                                   <C>             <C>   
 ASSETS
 Investment in May Limited               $462           $475
 Partnership 1983-2                       ===            ===


 PARTNERS' CAPITAL

 Partners' Capital                       $462           $475
                                          ===            ===
</TABLE>


Note: The  statements  of  operations  and  cash  flows  for May  Drilling
      Partnership 1983-2  are not  presented because  such information  is
      equal to the  Limited Partners' share of  such activity as presented
      in  the May  Limited Partnership  1983-2 financial  statements.  The
      May  Drilling Partnership  carries  its  investment in  May  Limited
      Partnership  1983-2  on  the   equity  method.    The   May  Limited
      Partnership   1983-2   financial  statements   should  be   read  in
      conjunction with this balance sheet.



                         MAY LIMITED PARTNERSHIP 1983-2
                                 BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                     December 31,   December 31,
                                         1995            1994   
                                     ------------   ------------
 <S>                                  <C>            <C>     
 ASSETS
 CURRENT ASSETS
  Cash and cash equivalents           $    148       $    169
  Accrued oil and gas sales                144             90
  Due from affiliate                        36             19
                                        -------        -------

     Total                                 328            278
                                        -------        -------

 OIL AND GAS PROPERTIES, using the
                                        16,582         16,545
  full cost method of accounting
    Less - Accumulated depletion       (15,972)       (15,861)
                                        -------        -------
     Net oil and gas properties            610            684
                                        -------        -------


 TOTAL ASSETS                         $    938       $    962
                                        =======        =======

 LIABILITIES AND PARTNERS' CAPITAL
 CURRENT LIABILITIES
  Accounts payable and accrued
  liabilities                         $     27        $    35
                                        -------         ------

 PARTNERS' CAPITAL
  General partner                          449            452
  Limited partner                          462            475
                                        -------         ------
     Total                                 911            927
                                        -------         ------

 TOTAL LIABILITIES AND PARTNERS'      $    938        $   962
 CAPITAL                                =======         ======
</TABLE>



                         MAY LIMITED PARTNERSHIP 1983-2
                            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                     $    88      $    80      $   136
  Gas revenue                         515          557          979
  Interest income                       9           12           12
                                  -------       ------       ------
     Total                            612          649        1,127
                                  -------       ------       ------

 COSTS AND EXPENSES
  Lease operating                      98          133          148
  Production taxes                     36           22           64
  General and administrative           96          121          147
  Depletion                           111          109          157
  Litigation settlement                12                       275
  Professional services and            10            7           13
  other                            ------       ------       ------
     Total                            363          392          804
                                   ------       ------       ------

 NET INCOME                       $   249      $   257      $   323
                                   ======       ======       ======

 ALLOCATION OF NET INCOME:
  General Partner                 $   128      $   130      $   163
                                   ======       ======       ======
  Limited Partner                 $   121      $   127      $   160
                                   ======       ======       ======

  Per initial $1,000 Limited    
   Partner investment             $ 11.46      $ 12.03      $ 15.16   
                                   ======       ======       ====== 
  Weighted average initial      
   $1,000 Limited Partner       
   investment units outstanding    10,557       10,557       10,557
                                   ======       ======       ======
</TABLE>



                         MAY LIMITED PARTNERSHIP 1983-2
                   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   $   634     $   870     $ 1,504
  Net income                      163         160         323
  Distributions                  (123)       (177)       (300)
                                ------      ------      ------

 BALANCE, DECEMBER 31, 1993       674         853       1,527
  Net income                      130         127         257
  Distributions                  (352)       (505)       (857)
                                ------      ------      ------

 BALANCE, DECEMBER 31, 1994       452         475         927
  Net income                      128         121         249
  Distributions                  (131)       (134)       (265)
                                ------      ------      ------

 BALANCE, DECEMBER 31, 1995   $   449     $   462     $   911
                                ======      ======      ======
</TABLE>



                         MAY LIMITED PARTNERSHIP 1983-2
                            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                    $    249    $    257     $   323
  Adjustment to reconcile net   
    income to net cash provided 
    by operating activities:
     Depletion                       111         109         157
                                   ------      ------      ------

       Cash from operations     
         before working capital 
         changes                     360         366         480

  Changes in assets and
  liabilities 
    provided (used) cash:

    Accrued oil and gas sales        (54)        104          52
    Due from affiliate               (17)        317        (208)
    Accounts payable and        
      accrued liabilities             (8)       (287)        287
                                   ------      ------
       Net cash provided by     
         operating activities        281         500         611
                                   ------      ------      ------

 INVESTING ACTIVITIES:
  Proceeds from sale of oil and 
    gas properties                                15
  Additions to oil and gas      
    properties                       (37)         (9)        (61)
                                   ------      ------      ------

       Net cash provided by     
         (used in) investing    
         activities                  (37)          6         (61)
                                   ------      ------      ------

 FINANCING ACTIVITIES:
  Distributions to partners         (265)       (857)       (300)
                                   ------      ------      ------
       Net cash used in         
         financing activities       (265)       (857)       (300)
                                   ------      ------      ------

 NET INCREASE (DECREASE) IN     
   CASH AND CASH EQUIVALENTS         (21)       (351)        250

 CASH AND CASH EQUIVALENTS:

  BEGINNING OF YEAR                  169         520         270
                                   ------      ------      ------

  END OF YEAR                    $   148     $   169     $   520
                                   ======      ======      ======
</TABLE>
                  The accompanying notes are an integral part 
                          of the financial statements.



                        MAY DRILLING PARTNERSHIP 1983-2  
                                       AND
                         MAY LIMITED PARTNERSHIP 1983-2

                          NOTES TO FINANCIAL STATEMENTS<PAGE>
(1)  ACCOUNTING POLICIES AND OTHER MATTERS

GENERAL PARTNERSHIP 

May Drilling  Partnership  1983-2, 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   1983-2 (the "Limited
Partnership").  The  General Partnership was formed  on September 7,  1983, with
investors ("Participants") subscribing an aggregate of $10,557,000 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 1984,  May
assessed   the  Participants  10%  of  initial  contributions.    No  additional
assessments have been made since 1984.

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 all years 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  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.  At December 31,  1995, no additional contributions
were necessary to comply with this requirement.

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       58.3%     58.5%      59%
 General Partner       41.7%     41.5%      41%
</TABLE>


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

<TABLE>
<CAPTION>
                       1995      1994      1993 
                       ------    ------    ------
 <S>                    <C>       <C>       <C>
 Conoco Inc.            88%       60%       70%
</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 $.18
in 1995, $.17 in 1994 and $.14 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.  Significant  price declines in the future could cause the Limited
Partnership  to experience valuation adjustments and  could reduce the amount of
future cash flow available for distributions and operations.

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.  

During  1995, the  Financial  Accounting  Standards  Board issued  Statement  of
Financial Accounting Standards No.  121 "Accounting for the Impairment  of Long-
Lived Assets and for  Long-Lived Assets to be Disposed  Of" ("SFAS 121").   SFAS
121 provides the standards  for accounting for the  impairment of various  long-
lived  assets.  The Limited Partnership  is required to adopt  SFAS 121 no later
than 1996.   The Limited Partnership uses the full cost method of accounting for
its only long-lived  assets, which requires  an impairment to  be recorded  when
total  capitalized costs  exceed  the  present  value,  discounted  at  10%,  of
estimated future  net revenues from proved oil and gas reserves.  Therefore, the
adoption of SFAS 121 is  not expected to have a material effect on the financial
position or results of operations of the Limited Partnership.

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 existing wells or  from wells which will  be drilled as offsets to  current
producing wells.

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 $36,000  and $19,000 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 $82,000 in 1995, $105,000 in 1994 and $144,000 in 1993.

(3)  LEGAL PROCEEDINGS

In June 1993, 14 lawsuits were filed against the Limited Partnership in the 15th
Judicial  District Court,  Lafayette  Parish, Louisiana,  Docket Nos.  93-2332-F
through 93-2345-F,  styled Lamson  Petroleum Corporation v.  Hallwood Petroleum,
Inc. et al.   The plaintiffs in the  lawsuits claim that they have  valid leases
covering streets and roads  in the units of the  A. L. Boudreaux #1 well,  G. S.
Boudreaux #1  well, Mary  Guilbeau #1  well and Duhon  #1 well,  which represent
approximately   3%  to  4%  of  the  Limited  Partnership's  interest  in  these
properties,  and are  entitled to  a portion  of the  production from  the wells
dating from February 1990.   The Limited Partnership has not  recognized revenue
attributable  to the  contested  leases since  January  1993.   These  revenues,
totaling $55,000  at  December 31,  1995,  have been  placed  in escrow  pending
resolution of the lawsuits.  At this time, the Limited Partnership believes that
the difference  between the escrowed amount and the amount of any liability that
may result upon resolution of this matter will not be material. 

In February 1994, the Limited  Partnership and the other parties to  the lawsuit
styled SAS  Exploration, Inc. v. Hall  Financial Group, Inc. et  al. settled the
lawsuit.  The plaintiffs  alleged that certain leases in the  A. L. Boudreaux #1
and A.  M. Duhon #1  wells expired  and terminated at  the end of  their primary
terms as a result of production being from the Bol Mex 4 Sand rather than the A.
B. Sand.   In the settlement, the Limited Partnership  and the plaintiffs cross-
conveyed interests in certain leases to one another and the Limited  Partnership
paid  the plaintiffs  $275,000.  The  cash paid  by the  Limited Partnership was
reflected  as litigation settlement expense  in the December  31, 1993 financial
statements.   The  interest conveyance  resulted in  a decrease  in the  Limited
Partnership's  reserves as of  December 31,  1993 totaling  183,000 mcf  of gas,
3,800 barrels of oil and $344,000 in future net revenues, discounted at 10%.


                  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              $ 37            $  9         $ 41
 Acquisition costs                                 -           20
                                ---           ---             ---
                                $ 37            $  9         $ 61
                                ===           ===             ===
</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        35     1,722      40    2,136       52    2,657
  Revisions to previous
  estimates                   4       299       -     (127)       -      107
  Litigation settlement
  (a)                         -         -       -        -       (4)    (183)
  Sale of reserves in
  place                       -         -       -      (21)       -        -
  Production                 (5)     (284)     (5)    (266)      (8)    (445)
                          -----     -----   -----    -----    -----    -----

    End of Period            34     1,737      35    1,722       40    2,136
                          =====     =====   =====    =====    =====    =====

 Proved Developed
 Reserves:
    Beginning of period      35     1,722      40    2,125       52    2,657
                           ====     =====    ====    =====     ====    =====
    End of period            34     1,737      35    1,722       40    2,125
                           ====     =====    ====    =====     ====    =====
</TABLE>


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

(a)  See Note 3 to financial statements.

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  44.7%  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.<PAGE>
                                     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. 0-11313,
         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 1983-2
                               MAY LIMITED PARTNERSHIP 1983-2
                               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
           ---------                  -----             ----




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