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

                                    Form 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

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

                         COMMISSION FILE NUMBER 2-89194
                                                    
                             -----------------------

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


                                                         75-1973664       
       TEXAS                                             75-1973661       
 (State or other jurisdiction of                      (I.R.S. Employer    
 incorporation or organization)                     Identification Number)
   4582 SOUTH ULSTER STREET PARKWAY
       SUITE 1700
     DENVER, COLORADO                                        80237        
 (Address of principal executive offices)                  (Zip Code)     

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

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


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12  months (or for  such shorter  period that  the registrant was
required  to  file such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes  X   No  ___ 

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


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


                                     PART I
                                     ------


ITEM 1 - BUSINESS

May  Drilling Partnership 1984-1 (the "Drilling or General Partnership") and May
Limited Partnership  1984-1 (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  shown in the following  table.
The charges and credits to  participants in the Drilling Partnership  are shared
among   the  participants  in  proportion   to  their  ownership   of  units  of
participation.

<TABLE>
<CAPTION>

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

<F1>
 (1)  Includes  expenses  that  would  otherwise  be   allocated  as  lease
      acquisition expenses  and/or  capital  expenses but  that  relate  to
      abandoned properties.
<F2>
 (2)  Such items were shared 70% by the Drilling Partnership and 30% by the
      general partner  until December 31, 1984.   As of  December 31, 1984,
      and as of December  31 of each year  thereafter, the sharing of  such
      items  is  adjusted so  the general  partner's allocation  equals the
      percentage that the amount of Limited  Partnership expenses allocated
      to the  general  partner bears  to the  aggregate amount  of  Limited
      Partnership  expenses  allocated  to  the  general  partner  and  the
      Drilling Partnership, plus 15 percentage points, but in no event will
      the  general partner's allocation exceed 50%.   The sharing ratio for
      each of the last three years was:

<CAPTION>
                       1995      1994      1993 
                       ------    ------    ------
 <S>                   <C>       <C>       <C> 
 Limited Partner       63.1%     63.2%     63.4%
 General Partner       36.9%     36.8%     36.6%
</TABLE>


In 1996, the sharing ratio will be 62.9% to the limited partner and 37.1% to the
general partner.

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

COMPETITION 

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

REGULATION 

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

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

FEDERAL INCOME TAX CONSIDERATIONS 

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

MARKETING 

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

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

SIGNIFICANT CUSTOMERS 

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

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


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

ENVIRONMENTAL CONSIDERATIONS 

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

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


ITEM 2  - PROPERTIES

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

SIGNIFICANT PROSPECT 

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

MONTET PROSPECT.  The Montet prospect is located in Lafayette Parish, Louisiana.
The  Limited Partnership's interest in the prospect contains one productive well
and  has  estimated remaining  net proved  reserves of  23,000  bbls of  oil and
221,000 mcf of gas as  of December 31, 1995.  The  Limited Partnership's working
interest in this well is 8.7%.  The prospect produces from one zone, the Bol Mex
3 formation, at approximately 15,275 feet.  


ITEM 3 - LEGAL PROCEEDINGS

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


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

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


                                     PART II
                                     -------


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

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

 b)  As of December 31, 1995, there were approximately 488  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      $236      $402 
   1994       306       528
   1993       320       555
</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   $  774   $  956     $  733     $1,183    $  821
 Oil and gas
 revenues            763      949        727      1,114       807
 Net income          637      822        593        940       570
 Working capital     393      394        406        671       552
 Total assets        408      406        419        703       612
 Partners'
 capital             393      394        406        688       590
</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    $ 619      $  865
 Distributions to partners                 (638)       (834)
 Additions to oil and gas properties         (1)           
                                          -----       -----
 Increase (decrease) in cash             $  (20)     $   31
                                          =====       =====
</TABLE>


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

The  Limited Partnership  has net working  capital of  $393,000 at  December 31,
1995.  This working capital, together with cash flows generated from operations,
may be used to fund future distributions.

Proved reserves and discounted future net revenues (discounted at 10% and before
general and  administrative expenses)  from proved  reserves  were estimated  at
23,000 bbls  and 221,000 mcf valued at $821,000 in  1995, and 21,000 bbls of oil
and 185,000 mcf of gas  valued at $625,000 in  1994.  The Partnership's oil  and
gas   reserves  were  revised  upward  during  1995  based  upon  the  continued
performance of the Freddie Aker.


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

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

OIL REVENUE

Oil revenue decreased  $21,000 during 1995 as compared with  1994.  The decrease
is comprised of a 14% decrease in production, partially offset by an increase in
the average price  from $16.18 per barrel in 1994 to  $17.67 per barrel in 1995.
The decrease in production from 23,453 barrels in 1994 to 20,278 barrels in 1995
is  primarily due to decreased  state allowable production  limits combined with
normal production declines.

GAS REVENUE

Gas revenue decreased $165,000 during 1995  as compared with 1994.  The decrease
is due to a decrease in the average  gas price from $2.27 per mcf during 1994 to
$1.98 per mcf  during 1995  combined with  a 19%  decrease in  production.   The
decrease in production from 251,129 mcf in 1994 to 204,055 mcf in 1995 is due to
decreased  state  allowable  production  limits as  well  as  normal  production
declines.

LEASE OPERATING

Lease  operating  expense increased  $2,000 during  1995  as compared  with 1994
primarily due to increased maintenance activity during 1995.

PRODUCTION TAXES

Production taxes decreased $6,000 during 1995 as compared with 1994  as a result
of decreased oil and gas revenue during 1995.

GENERAL AND ADMINISTRATIVE

General  and administrative expenses  increased $3,000  during 1995  as compared
with 1994 primarily  due to an increase  in the allocation of  overhead from the
general partner.

DEPLETION

Depletion expense increased $1,000 during  1995 as compared with 1994 due  to an
increase in capitalized costs during 1995. 

LITIGATION SETTLEMENT

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

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

OIL REVENUE

Oil revenue increased $55,000 in 1994 as compared to 1993.  Production increased
22% from  19,146 bbls in  1993 to 23,453  bbls in 1994.   The average  oil price
decreased from $17.44 per barrel in 1993 to $16.18 per barrel in 1994.


GAS REVENUE

Gas  revenue increased $167,000  as compared to 1993.   Production increased 27%
from 198,376  mcf in 1993  to 251,129  mcf in 1994.   This increase  is slightly
offset by  a decrease in  the average gas  price from $2.45  per mcf in  1993 to
$2.27 per mcf in 1994. 

LEASE OPERATING

Lease operating expense  decreased $1,000 in  1994 as compared  to 1993, due  to
decreased maintenance activity.

PRODUCTION TAXES

Production  taxes  increased  $17,000 as  compared  to  1993,  due to  increased
revenues on the Freddie Aker #1.

GENERAL AND ADMINISTRATIVE EXPENSES

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

DEPLETION

Depletion expense decreased $18,000 as compared to 1993, because the oil and gas
properties are fully depleted.



ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----
FINANCIAL STATEMENTS:

 Independent Auditors' Report                                                 11
              
 Balance Sheets at December 31, 1995 and 1994 -
   May Drilling Partnership 1984-1                                            12

 Balance Sheets at December 31, 1995 and 1994 -
   May Limited Partnership 1984-1                                             13

 Statements of Operations for the Years Ended
   December 31, 1995, 1994 and 1993 -
   May Limited Partnership 1984-1                                             14

 Statements of Changes in Partners' Capital for the
   Years Ended December 31, 1995, 1994 and 1993 -
   May Limited Partnership 1984-1                                             15

 Statements of Cash Flows for the Years Ended 
   December 31, 1995, 1994 and 1993 -
   May Limited Partnership 1984-1                                             16

 Notes to Financial Statements - May Drilling Partnership 1984-1
   and May Limited Partnership 1984-1                                      17-20

SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)                      21


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



TO THE PARTNERS OF MAY DRILLING PARTNERSHIP 1984-1 AND 
 MAY LIMITED PARTNERSHIP 1984-1:

We  have audited  the financial  statements of  May Drilling  Partnership 1984-1
("General   Partnership")   and   May  Limited   Partnership   1984-1  ("Limited
Partnership") as of December 31, 1995  and 1994 and for each of the  three years
in the period ended December 31, 1995,  listed in the accompanying index at Item
8.    These financial  statements are  the  responsibility of  the Partnerships'
management.   Our responsibility  is to  express an opinion  on these  financial
statements based on our audits.

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

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



DELOITTE & TOUCHE LLP

Denver, Colorado
February 27, 1996



                         MAY DRILLING PARTNERSHIP 1984-1
                                 BALANCE SHEETS
                                 (In thousands)


<TABLE>
<CAPTION>
                                     December 31,   December 31,
                                         1995            1994   
                                     ------------   ------------
 <S>                                    <C>            <C>   
 ASSETS
 Investment in May Limited               $177           $180
 Partnership 1984-1                       ===            ===


 PARTNERS' CAPITAL

 Partners' Capital                       $177           $180
                                          ===            ===
</TABLE>

Note: The  statements  of  operations  and  cash  flows  for May  Drilling
      Partnership 1984-1  are not  presented because  such information  is
      equal to the Limited Partners'  share of such activity  as presented
      in  the May  Limited Partnership  1984-1 financial  statements.  The
      May  Drilling Partnership  carries  its  investment in  May  Limited
      Partnership  1984-1  on  the   equity  method.    The   May  Limited
      Partnership   1984-1  financial   statements  should   be  read   in
      conjunction with this balance sheet.




                         MAY LIMITED PARTNERSHIP 1984-1
                                 BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                              December 31,   December 31,
                                                  1995            1994   
                                              ------------   ------------
 <S>                                            <C>            <C>    
 ASSETS
 CURRENT ASSETS
  Cash and cash equivalents                     $   197        $   217
  Accrued oil and gas sales                         162            134
  Due from affiliate                                 49             55
                                                  ------         ------


     Total                                          408            406
                                                  ------         ------

 OIL AND GAS PROPERTIES, using the 
  full cost method of accounting                  8,057          8,056
    Less - Accumulated depletion                 (8,057)        (8,056)
                                                  ------         ------
     Net oil and gas properties                                       
                                                  ------        -------

 TOTAL ASSETS                                   $   408       $    406
                                                  ======        =======

 LIABILITIES AND PARTNERS' CAPITAL
 CURRENT LIABILITIES
  Accounts payable and accrued liabilities      $    15        $    12
                                                  ------         ------

 PARTNERS' CAPITAL
  General partner                                   216            214
  Limited partner                                   177            180
                                                  ------         ------
     Total                                          393            394
                                                  ------         ------

 TOTAL LIABILITIES AND PARTNERS' CAPITAL        $   408        $   406
                                                  ======         ======


                         MAY LIMITED PARTNERSHIP 1984-1
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                        (In thousands, except for Units) 

</TABLE>
<TABLE>
<CAPTION>
                                      1995        1994        1993  
                                     --------    --------    --------
 <S>                               <C>         <C>         <C>    
 REVENUES
  Oil revenue                      $   358     $   379     $   324
  Gas revenue                          405         570         403
  Interest income                       11           7           6
                                     ------      ------      ------
     Total                             774         956         733
                                     ------      ------      ------


 COSTS AND EXPENSES
  Lease operating                       17          15          16
  Production taxes                      60          66          49
  General and administrative            44          41          52
  Depletion                              1                      18
  Litigation settlement                  5
  Professional services and other       10          12           5
                                     ------      ------      ------
     Total                             137         134         140
                                     ------      ------      ------

 NET INCOME                        $   637     $   822     $   593
                                     ======      ======      ======

 ALLOCATION OF NET INCOME:
  General Partner                  $   238     $   304     $   223
                                     ======      ======      ======
  Limited Partner                  $   399     $   518     $   370
                                     ======      ======      ======
  Per initial $1,000 Limited   
  Partner investment               $ 74.29     $ 96.44     $ 68.89   
                                     ======      ======      ====== 
  Weighted average initial $1,000
  Limited Partner investment
  units outstanding                  5,371       5,371       5,371
                                     ======      ======      ======
</TABLE>



                         MAY LIMITED PARTNERSHIP 1984-1
                   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    $  313      $  375      $  688
  Net income                      223         370         593
  Distributions                  (320)       (555)       (875)
                                 -----       -----       -----

 BALANCE, DECEMBER 31, 1993       216         190         406
  Net income                      304         518         822
  Distributions                  (306)       (528)       (834)
                                 -----       -----       -----

 BALANCE, DECEMBER 31, 1994       214         180         394
  Net income                      238         399         637
  Distributions                  (236)       (402)       (638)
                                 -----       -----       -----

 BALANCE, DECEMBER 31, 1995    $  216      $  177      $  393
                                 =====       =====       =====
</TABLE>




                         MAY LIMITED PARTNERSHIP 1984-1
                            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                          $   637     $   822     $   593

  Adjustment to reconcile net income
    to net cash provided by
    operating activities:
     Depletion                              1                      18
                                        ------      ------      ------

       Cash from operations before
         working capital changes          638         822         611

  Changes in assets and liabilities 
    provided (used) cash:
    Accrued oil and gas sales             (28)         67         131
    Due from affiliate                      6         (23)        104
    Accounts payable and accrued
       liabilities                          3          (1)         (2)
                                        ------      ------      ------
       Net cash provided by 
         operating activities             619         865         844
                                        ------      ------      ------

 INVESTING ACTIVITIES:
  Additions to oil and gas
  properties                               (1)                     (1)
                                        ------      ------      ------

       Net cash used in investing          (1)                     (1)
       activities                       ------      ------      ------

 FINANCING ACTIVITIES:
  Distributions to partners              (638)       (834)       (875)
                                        ------      ------      ------
       Net cash used in financing
          activities                     (638)       (834)       (875)
                                        ------      ------      ------

 NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                  (20)         31         (32)

 CASH AND CASH EQUIVALENTS:

  BEGINNING OF YEAR                       217         186         218
                                        ------      ------      ------<PAGE>
  END OF YEAR                         $   197     $   217     $   186
                                        ======      ======      ======
</TABLE>



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



                        MAY DRILLING PARTNERSHIP 1984-1  
                                       AND
                         MAY LIMITED PARTNERSHIP 1984-1

                          NOTES TO FINANCIAL STATEMENTS


(1)  ACCOUNTING POLICIES AND OTHER MATTERS
     GENERAL PARTNERSHIP 

May  Drilling Partnership  1984-1,  a Texas  general  partnership (the  "General
Partnership"),  was organized by May  Petroleum Inc. ("May")  for the purpose of
oil and gas  exploration through May Limited  Partnership  1984-1  (the "Limited
Partnership").   The  General  Partnership was  formed on  July  18, 1984,  with
investors ("Participants") subscribing an aggregate of $5,371,000 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  15%  of  initial  contributions.    No  additional
assessments have been made since 1985.

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

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

LIMITED PARTNERSHIP 

The Limited Partnership, a Texas  limited partnership, was organized by  May and
the General  Partnership, for  the purpose  of oil and  gas exploration  and the
production of  crude oil, natural gas and other petroleum products.  The Limited
Partnership's  oil and gas  reserves are concentrated  in one  prospect in south
Louisiana.   Among other things, the terms  of the limited partnership agreement
(the "Agreement") give the general  partner the authority to borrow funds.   The
Agreement also  requires that the general partner's  total capital contributions
to the  Limited Partnership as of  each year end, including  unrecovered general
partner  acreage  and  equipment advances,  must  be compared  to  total Limited
Partnership  expenditures from inception to date,  and if such contributions are
less than 15% of such expenditures,  an additional contribution in the amount of
the deficiency is required.   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> 
 Drilling Partner      63.1%     63.2%     63.4%
 General Partner       36.9%     36.8%     36.6%
</TABLE>

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

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

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


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

INCOME TAXES 

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

OIL AND GAS PROPERTIES 

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

The capitalized  costs of evaluated  properties, including the  estimated future
costs  to develop  proved reserves,  are amortized  on the  units  of production
basis.  Full cost amortization per dollar of gross oil and gas revenues was $.01
in 1995, -0- in 1994 and $.02 in 1993.


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

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

GAS BALANCING 

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

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

USE OF ESTIMATES

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

RELATED PARTY TRANSACTIONS  

Hallwood Petroleum, Inc. ("HPI"), a subsidiary of the general partner,  pays all
costs and expenses of  operations and receives all revenues  associated with the
Limited Partnership's properties.   At  month end, HPI  distributes revenues  in
excess of  costs to  the Limited  Partnership.   The amounts  due from HPI  were
$49,000  and $55,000  as of  December 31,  1995 and  1994, respectively.   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.  

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 $43,000 in 1995, $41,000 in 1994 and $51,000 in 1993.

(3)  LEGAL PROCEEDING

In the fourth quarter of 1995, the parties settled the lawsuit styled Stutes  v.
Hallwood Petroleum,  Inc. et  al.   The plaintiff  alleged that  as a result  of
exposure to benzene in the petroleum he was hauling from various wells owned and
operated  by  the  Limited Partnership  and  the  approximately  80 other  named
defendants,  he contracted  myelogenous leukemia.     The  Limited Partnership's
share of the settlement not covered by insurance was $5,000.


                  SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION
                                   (Unaudited)


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

COSTS INCURRED -

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

 <S>                              <C>            <C>            <C>

 Development costs                $  1           $  -           $  1
                                   ===             ===           ===
</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      21      185      17     150       16     173
  Revisions to previous 
    estimates              22      240      27     286       20     175
  Production              (20)    (204)    (23)   (251)     (19)   (198)
                         ----    -----    ----   -----     ----   -----
    End of Period          23      221      21     185       17     150
                         ====    =====    ====   =====     ====   =====

 Proved Developed
 Reserves:
    Beginning of period    21      185      17     150       16     173
                         ====     ====    ====    ====     ====    ====
    End of period          23      221      21     185       17     150
                         ====     ====    ====    ====     ====    ====
</TABLE>


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

ITEM 9  - DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                                    PART III
                                    --------


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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


ITEM 11 - EXECUTIVE COMPENSATION

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


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To  the  knowledge  of  the  general  partner,  no  person  owns  of  record  or
beneficially more than 5% of the Drilling Partnership's outstanding units, other
than HEP,  the  address of  which  is 4582  S.  Ulster Street  Parkway,  Denver,
Colorado  80237,  and  which  beneficially  owns  approximately  35.3%  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.


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

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

b. Reports on Form 8-K - None.

c. Exhibits:

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


SIGNATURES
----------

Pursuant to the  requirements of Section 13 or 15(d)  of the Securities Exchange
Act of  1934, as amended,  the Partnerships have  duly caused this report  to be
signed on their behalf by the undersigned, thereunto duly authorized.


                               MAY DRILLING PARTNERSHIP 1984-1
                               MAY LIMITED PARTNERSHIP 1984-1
                               BY: EDP OPERATING, LTD., GENERAL
                                   PARTNER<PAGE>
                               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
           ---------                  -----             ----




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