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 0-89194
                                                    
                             -----------------------

                         MAY DRILLING PARTNERSHIP 1984-2
                         MAY LIMITED PARTNERSHIP 1984-2
             (Exact name of registrant as specified in its charter)
                                                    
                            ------------------------


                                                         75-1985009       
                     TEXAS                               75-1985008       
 (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<PAGE>
                      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. 0-89194



                                     PART I
                                     ------


ITEM 1 - BUSINESS

May  Drilling Partnership 1984-2 (the "Drilling or General Partnership") and May
Limited  Partnership 1984-2 (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
accrued.

PARTICIPATION IN EXPENSES AND REVENUES 

The principal expenses and revenues of the Limited Partnership are shared by the
general  partner and  the Drilling  Partnership as  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:
</TABLE>
<TABLE>
<CAPTION>
                       1995      1994      1993 
                       ------    ------    ------
 <S>                   <C>       <C>       <C> 

 Limited Partner       68.6%     68.8%     68.9%
 General Partner       31.4%     31.2%     31.1%
</TABLE>


In 1996, the sharing ratio will be 68.4% to the limited partner and 31.6% to the
general partner.

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

COMPETITION 

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

REGULATION 

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

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

FEDERAL INCOME TAX CONSIDERATIONS 

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

MARKETING 

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


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

SIGNIFICANT CUSTOMERS 

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

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


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

ENVIRONMENTAL CONSIDERATIONS 

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

INSURANCE COVERAGE 

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


ITEM 2  - PROPERTIES

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


SIGNIFICANT PROSPECT 

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

MONTET PROSPECT.  The Montet prospect is located in Lafayette Parish, Louisiana.
The  Limited Partnership's interest in the prospect contains one productive well
and  has  estimated remaining  net proved  reserves of  34,000  bbls of  oil and
335,000 mcf of gas as of December  31, 1995.  The Limited Partnership's  working
interest in this well is  13.1%.  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 733  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    $336      $676
   1994     428       894
   1993     465       942
</TABLE>


ITEM 6 - SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                   For the Limited Partnership
                               As of or for the Year Ended December 31,
                         ------------------------------------------------
                          1995       1994      1993       1992      1991 
                        ------      ------    ------    ------     ------

                                          (In thousands)
 <S>                    <C>       <C>        <C>       <C>       <C>   
 Total revenues         $1,170    $1,446     $1,110    $1,696    $1,239
 Oil and gas revenues    1,156     1,437      1,101     1,688     1,223
 Net income                988     1,270        921     1,363       919
 Working capital           580       577        603     1,035       558
 Total assets              597       591        618     1,082       651
 Partners' capital         580       577        603     1,066       628
</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   $   962      $ 1,335
 Distributions to partners                (1,012)      (1,322)
 Contributions from partners                  26           23
 Additions to oil and gas properties          (2)
                                          ------       ------
 Increase (decrease) in cash              $  (26)     $    36
                                          ======       ======
</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 and  markets for
production.  

The  Limited Partnership  has net working  capital of  $580,000 at  December 31,
1995.  This working capital, together with cash flows generated from operations,
may be used to fund future distributions.

Proved reserves and discounted future net revenues (discounted at 10% and before
general  and  administrative  expenses)  attributable  to  proved reserves  were
estimated at 34,000 bbls and 335,000 mcf valued at $1,243,000 in 1995 and 31,000
bbls  and 280,000 mcf valued at $946,000 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 $32,000 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 35,520 barrels in 1994 to 30,712 barrels in 1995
is  primarily due to decreased  state allowable production  limits combined with
normal production declines.

GAS REVENUE

Gas revenue decreased $249,000 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 380,349 mcf in 1994 to 309,054 mcf in 1995 is due to
decreased  state allowable  production  limits  as  well  as  normal  production
declines.

LEASE OPERATING

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

PRODUCTION TAXES

Production taxes  decreased $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 $2,000  during 1995  as compared
with 1994  primarily due to an  increase in the allocation of  overhead from the
general partner.

DEPLETION

Depletion expense increased  $2,000 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 $84,000 in 1994 as compared to 1993.  Production increased
22% from 29,000 bbls in 1993 to 35,520 bbls in 1994.  This increase is offset by
a decrease in the average oil price from $17.44 per barrel in 1993 to $16.18 per
barrel in 1994.


GAS REVENUE

Gas  revenue increased $252,000  as compared to 1993.   Gas production increased
27% from 300,452 mcf in 1993 to 380,349 mcf in 1994.  This increase is offset by
a decrease in the average gas price from $2.45 per mcf in 1993 to $2.27 per  mcf
in 1994.  

LEASE OPERATING 

Lease operating expense  decreased $3,000 as compared to  1993, due to decreased
maintenance activity.

PRODUCTION TAXES

Production taxes increased  $25,000 in 1994,  due to increased  revenues on  the
Freddie Aker #1.

GENERAL AND ADMINISTRATIVE 

General and administrative expense decreased $9,000 in 1994 as compared to 1993,
due to a decrease in the allocation of overhead from the general partner.

DEPLETION

Depletion expense decreased $31,000 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 1984-2                                     12

     Balance Sheets at December 31, 1995 and 1994 - 
          May Limited Partnership 1984-2                                      13

     Statements of Operations for the Years Ended
          December 31, 1995, 1994 and 1993 -
          May Limited Partnership 1984-2                                      14

     Statements of Changes in Partners' Capital for the
          Years Ended December 31, 1995, 1994 and 1993 -
          May Limited Partnership 1984-2                                      15

     Statements of Cash Flows for the Years Ended                               
                      
          December 31, 1995, 1994 and 1993 - 
          May Limited Partnership 1984-2                                      16

     Notes to Financial Statements - May Drilling Partnership 1984-2
          and May Limited Partnership 1984-2                               17-20

SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED)                      21


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


TO THE PARTNERS OF MAY DRILLING PARTNERSHIP 1984-2 AND 
     MAY LIMITED PARTNERSHIP 1984-2:

We  have audited  the financial  statements of  May Drilling  Partnership 1984-2
("General   Partnership")   and  May   Limited   Partnership   1984-2  ("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 1984-2
                                 BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                December 31,   December 31,
                                                    1995            1994   
                                                ------------   ------------
 <S>                                               <C>            <C>   
 ASSETS
 Investment in May Limited Partnership 1984-2       $296           $297
                                                     ===            ===


 PARTNERS' CAPITAL

 Partners' Capital                                  $296           $297
                                                     ===            ===
</TABLE>



Note:     The statements of operations and cash flows for May Drilling
          Partnership   1984-2   are   not   presented   because  such
          information is equal  to the Limited Partners' share of such
          activity as presented in  the May Limited Partnership 1984-2
          financial  statements.  The May Drilling Partnership carries
          its  investment in  May  Limited Partnership  1984-2 on  the
          equity method.  The May Limited Partnership 1984-2 financial
          statements should  be read in conjunction  with this balance
          sheet.




                         MAY LIMITED PARTNERSHIP 1984-2
                                 BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                 December 31,   December 31,
                                                     1995            1994   
                                                 ------------   ------------
 <S>                                               <C>            <C>    
 ASSETS
 CURRENT ASSETS
      Cash and cash equivalents                    $   250        $   276
      Accrued oil and gas sales                        245            203
      Due from affiliate                                75             86

      Contributions receivable from general
      partner                                           27             26
                                                     ------        -------

                Total                                  597            591
                                                     ------        -------

 OIL AND GAS PROPERTIES, using the 
      full cost method of accounting                10,359         10,357
           Less - Accumulated depletion            (10,359)       (10,357)
                                                    -------        -------
                Net oil and gas properties                               
                                                    -------        -------

 TOTAL ASSETS                                     $    597       $    591
                                                    =======        =======

 LIABILITIES AND PARTNERS' CAPITAL
 CURRENT LIABILITIES
      Accounts payable and accrued liabilities    $     17       $     14
                                                    -------        -------

 PARTNERS' CAPITAL
      General Partner                                  284            280
      Limited Partner                                  296            297
                                                    -------        -------
                Total                                  580            577
                                                    -------        -------

 TOTAL LIABILITIES AND PARTNERS' CAPITAL          $    597       $    591
                                                    =======        =======
</TABLE>




                         MAY LIMITED PARTNERSHIP 1984-2
                            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                      $   543     $   575     $   491
      Gas revenue                          613         862         610
      Interest income                       14           9           9
                                         ------      ------      ------
                Total                    1,170       1,446       1,110
                                         ------      ------      ------


 COSTS AND EXPENSES
      Lease operating                       25          22          25
      Production taxes                      92          98          73
      General and administrative            46          44          53
      Depletion                              2                      31
      Litigation settlement                  7
      Professional services and other       10          12           7
                                         ------      ------      ------
                Total                      182         176         189
                                         ------      ------      ------

 NET INCOME                            $   988     $ 1,270     $   921
                                         ======      ======      ======

 ALLOCATION OF NET INCOME:
      General Partner                  $   313     $   398     $   293
                                         ======      ======      ======
      Limited Partner                  $   675     $   872     $   628
                                         ======      ======      ======
      Per initial $1,000 Limited      
        Partner investment             $ 78.19     $101.01     $ 72.74   
                                         ======      ======      ====== 
      Weighted average initial $1,000 
        Limited Partner investment    
        units outstanding                8,633       8,633       8,633
                                         ======     =======     =======
</TABLE>




                         MAY LIMITED PARTNERSHIP 1984-2
                   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   $   433     $   633     $ 1,066
      Capital contributions        23                      23
      Net income                  293         628         921
      Distributions              (465)       (942)     (1,407)
                                ------      ------      ------

 BALANCE, DECEMBER 31, 1993       284         319         603
      Capital contributions        26                      26
      Net income                  398         872       1,270
      Distributions              (428)       (894)     (1,322)
                                ------      ------      ------

 BALANCE, DECEMBER 31, 1994       280         297         577
      Capital contributions        27                      27
      Net income                  313         675         988
      Distributions              (336)       (676)     (1,012)
                                ------      ------      ------


 BALANCE, DECEMBER 31, 1995   $   284     $   296     $   580
                                ======      ======      ======
</TABLE>






                         MAY LIMITED PARTNERSHIP 1984-2
                            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                             $   988     $ 1,270     $   921
      Adjustment to reconcile net income
           to net cash provided by
           operating activities:
                Depletion                          2                      31
                                               ------      ------      ------

                     Cash from operations
                     before working capital
                     changes                     990       1,270         952

      Changes in assets and liabilities 
           provided (used) cash:
           Accrued oil and gas sales             (42)        101         198
           Due from affiliate                     11         (35)        157
           Accounts payable and accrued
                liabilities                        3          (1)         (1)
                                               ------      ------      ------
                     Net cash provided by   
                     operating activities        962       1,335       1,306
                                               ------      ------      ------

 INVESTING ACTIVITIES:
      Additions to oil and gas properties         (2)                       
                                               ------      ------      ------

                     Net cash used in             (2)                       
                      investing activities     ------      ------      ------

 FINANCING ACTIVITIES:
      Distributions to partners               (1,012)     (1,322)     (1,407)
      Contributions from partners                 26          23          44
                                               ------      ------      ------
                     Net cash used in       
                       financing activities     (986)     (1,299)     (1,363)
                                               ------      ------      ------

 NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                       (26)         36         (57)

 CASH AND CASH EQUIVALENTS:

      BEGINNING OF YEAR                          276         240         297
                                              -------      ------      ------


      END OF YEAR                           $    250     $   276     $   240
                                             =======       ======      ======
</TABLE>



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




                        MAY DRILLING PARTNERSHIP 1984-2  
                                       AND
                         MAY LIMITED PARTNERSHIP 1984-2

                          NOTES TO FINANCIAL STATEMENTS


(1)  ACCOUNTING POLICIES AND OTHER MATTERS

GENERAL PARTNERSHIP 

May Drilling  Partnership  1984-2, 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 1984-2  (the "Limited
Partnership").  The General  Partnership was formed on September 18,  1984, with
investors ("Participants")  subscribing an aggregate of $8,633,000 in assessable
$1,000  units.    After the  expenditure  of the  initial  contributions  of the
Participants,  additional   mandatory  assessments  from  each  Participant  are
provided  for under the terms of the  general partnership agreement in an amount
up to  25% of  the initial contribution  of the  Participant.  During  1985, May
assessed  the  Participants  5%  of   initial  contributions.    No   additional
assessments have been made since 1985.

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

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

LIMITED PARTNERSHIP 

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

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



SHARING OF COSTS AND REVENUES 

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

<TABLE>
<CAPTION>
                       1995      1994      1993 
                       ------    ------    ------
 <S>                   <C>       <C>       <C> 
 Limited Partner       68.6%     68.8%     68.9%
 General Partner       31.4%     31.2%     31.1%
</TABLE>


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

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

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


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

INCOME TAXES 

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

OIL AND GAS PROPERTIES 

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

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


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

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

GAS BALANCING 

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

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

USE OF ESTIMATES

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

RELATED PARTY TRANSACTIONS 

Hallwood Petroleum, Inc. ("HPI"), a subsidiary of the general  partner, pays all
costs and expenses  of operations and receives all  revenues associated with the
Limited Partnership's properties.   At  month end, HPI  distributes revenues  in
excess of  costs to  the Limited  Partnership.   The amounts  due from  HPI were
$75,000  and $86,000  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 $45,000 in 1995, $44,000 in 1994 and $52,000 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  in the lawsuit 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 $7,000.


                  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                $  2           $  -           $  -
                                   ===           ===             ===
</TABLE>


OIL AND GAS RESERVES -

<TABLE>
<CAPTION>
                                   1995           1994            1993  
                                   --------       --------      --------
                                Bbls    Mcf    Bbls   Mcf     Bbls    Mcf
                                 ---    ---     ---    ---    ----     ---
                               -              -
 <S>                           <C>    <C>    <C>     <C>     <C>     <C>

 Total Proved Reserves:
      Beginning of period       31    280     26     227      25     262
      Revisions to previous     34    364     41     433      30     265
      estimates
      Production               (31)  (309)   (36)   (380)    (29)   (300)
                              ----   ----   ----    ----    ----    ----
           End of Period        34    335     31     280      26     227
                              ====   ====   ====    ====    ====    ====

 Proved Developed Reserves:
           Beginning of
           period               31    280     26     227      25     262

           End of period        34    335     31     280      26     227

</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  33.3%  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.


                                     PART IV
                                     -------


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

a.   Financial Statements and Schedules:<PAGE>
          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. 0-89194, 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 1984-2
                               MAY LIMITED PARTNERSHIP 1984-2
                               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
           ---------                  -----             ----




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