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

                                    Form 10-Q

MARK ONE
   |X|                QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1997

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

                         Commission File Number 0-11313


                         MAY DRILLING PARTNERSHIP 1983-3
                         MAY LIMITED PARTNERSHIP 1983-3
             (Exact name of registrant as specified in its charter)




                                                                     75-1915681
              Texas                                                  75-1915685
(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

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  |_|








                                                    Page 1 of 9


<PAGE>


<TABLE>
<CAPTION>

                                          MAY DRILLING PARTNERSHIP 1983-3
                                                  BALANCE SHEETS
                                                    (Unaudited)
                                                  (In thousands)



                                                                                 March 31,                 December 31,
                                                                                   1997                        1996
ASSETS
Investment in
<S>                                                                                <C>                         <C> 
     May Limited Partnership 1983-3                                                $612                        $530
                                                                                    ===                         ===

PARTNERS' CAPITAL
Partners' Capital                                                                  $612                        $530
                                                                                    ===                         ===








<FN>

NOTE:    The   statements  of  operations   and  cash  flows  for  May  Drilling
         Partnership  1983-3 are not presented because such information is equal
         to the limited partner's share of such activity as presented in the May
         Limited  Partnership  1983-3  financial  statements.  The May  Drilling
         Partnership carries its investment in May Limited Partnership 1983-3 on
         the  equity  method.  The  May  Limited  Partnership  1983-3  financial
         statements should be read in conjunction with these balance sheets.
</FN>

















<FN>

                                    The    accompanying note is an integral part
                                           of the financial statements.
</FN>

</TABLE>

                                                        -2-

<PAGE>

<TABLE>
<CAPTION>


                                          MAY LIMITED PARTNERSHIP 1983-3
                                                  BALANCE SHEETS
                                                    (Unaudited)
                                                  (In thousands)



                                                                                 March 31,                 December 31,
                                                                                   1997                        1996

ASSETS
CURRENT ASSETS
<S>                                                                              <C>                         <C>      
     Cash and cash equivalents                                                   $     276                   $     157
     Accrued oil and gas sales                                                         104                         165
     Due from affiliate                                                                 90
                                                                                 ---------
              Total                                                                    470                         322
                                                                                  --------                    --------

OIL AND GAS PROPERTIES, using the
     full cost method of accounting                                                 16,568                      16,547
         Less accumulated depletion                                               (15,883)                    (15,859)
                                                                                   ------                     -------
              Net oil and gas properties                                               685                         688
                                                                                  --------                    --------

TOTAL ASSETS                                                                      $  1,155                    $  1,010
                                                                                   =======                     =======

LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                   $       13                  $       21
     Due to affiliate                                                                                                4
                                                                               -----------                  ----------
              Total                                                                     13                          25
                                                                                 ---------                   ---------

PARTNERS' CAPITAL
     General partner                                                                   530                         455
     Limited partner                                                                   612                         530
                                                                                  --------                    --------
              Total                                                                  1,142                         985
                                                                                   -------                    --------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                           $  1,155                    $  1,010
                                                                                   =======                     =======













<FN>

                                     The   accompanying note is an integral part
                                           of the financial statements.
</FN>
</TABLE>

                                                        -3-

<PAGE>
<TABLE>
<CAPTION>



                                          MAY LIMITED PARTNERSHIP 1983-3
                                             STATEMENTS OF OPERATIONS
                                                    (Unaudited)
                                    (In thousands, except for unit information)



                                                                                 For the Three Months Ended March 31,
                                                                                    1997                        1996

REVENUES
<S>                                                                             <C>                         <C>       
     Oil revenue                                                                $       26                  $       29
     Gas revenue                                                                       197                         260
     Interest income                                                                     2                           2
                                                                                ----------                  ----------
              Total                                                                    225                         291
                                                                                  --------                    --------

COSTS AND EXPENSES
     Lease operating                                                                    20                          24
     General and administrative                                                         19                          24
     Depletion                                                                          24                          33
     Professional services and other                                                     5                           2
                                                                                ----------                  ----------
              Total                                                                     68                          83
                                                                                 ---------                   ---------

NET INCOME                                                                       $     157                   $     208
                                                                                  ========                    ========

ALLOCATION OF NET INCOME:

     General Partner                                                            $       75                  $       94
                                                                                 =========                   =========

     Limited Partner                                                            $       82                   $     114
                                                                                 =========                    ========

         Per initial $1,000 limited partner investment                          $     7.05                   $    9.80
                                                                                 =========                    ========

         Weighted average initial $1,000 limited
              partner investment units outstanding                                  11,629                      11,629
                                                                                    ======                      ======














<FN>

                                     The   accompanying note is an integral part
                                           of the financial statements.
</FN>
</TABLE>

                                                        -4-

<PAGE>
<TABLE>
<CAPTION>



                                          MAY LIMITED PARTNERSHIP 1983-3
                                             STATEMENTS OF CASH FLOWS
                                                    (Unaudited)
                                                  (In thousands)



                                                                                  For the Three Months Ended March 31,
                                                                                    1997                        1996

OPERATING ACTIVITIES:
<S>                                                                                <C>                         <C>    
     Net income                                                                    $   157                     $   208
     Adjustment to reconcile net income to net cash
         provided by operating activities:
              Depletion                                                                 24                          33
                                                                                   -------                     -------

                  Cash from operations before
                      working capital changes                                          181                         241

     Changes in assets and liabilities provided (used) cash:
              Accrued oil and gas sales                                                 61                        (31)
              Due from affiliate                                                      (90)                        (48)
              Accounts payable and accrued liabilities                                 (8)                         (6)
              Due to affiliate                                                         (4)
                                                                                 --------

                  Net cash provided by operating
                       activities                                                      140                         156
                                                                                    ------                      ------

INVESTING ACTIVITIES:
     Additions to oil and gas properties                                              (21)                         (2)
                                                                                  -------                    --------

FINANCING ACTIVITIES:
     Distributions to partners                                                                                    (94)

NET INCREASE IN CASH AND CASH
     EQUIVALENTS                                                                       119                          60

CASH AND CASH EQUIVALENTS:
     Balance, beginning of period                                                      157                         153
                                                                                    ------                      ------

     Balance, end of period                                                        $   276                     $   213
                                                                                    ======                      ======







<FN>

                                     The   accompanying note is an integral part
                                           of the financial statements.
</FN>
</TABLE>

                                                        -5-

<PAGE>



                         MAY LIMITED PARTNERSHIP 1983-3
                          NOTE TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 -      GENERAL

The financial  statements  presented are those of May Limited Partnership 1983-3
(the "Partnership").  The interim financial data are unaudited;  however, in the
opinion of the general  partner,  the  interim  data  include  all  adjustments,
consisting  only  of  normal  recurring   adjustments,   necessary  for  a  fair
presentation of the results for the interim periods.  These financial statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the Partnership's December 31, 1996 Annual Report on Form 10-K.


ITEM 2 -      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              ---------------------------------------------------------------
              RESULTS OF OPERATION
              --------------------

Liquidity and Capital Resources

The Partnership generated $140,000 of cash flow from operating activities during
the three  months ended March 31,  1997.  A  distribution  was declared in April
1997.  The  distribution  amount is $267,000,  payable  $154,000 to May Drilling
Partnership  1983-3  partners  and  $113,000  to  the  general  partner.  Future
distributions  are dependent on future prices for the  Partnership's  production
and the production level of the Partnership's remaining oil and gas reserves.

Results of Operations

First Quarter 1997 Compared to First Quarter 1996

Oil Revenues

Oil revenues  decreased  $3,000 in the first  quarter of 1997 as compared to the
corresponding  period in 1996 as the  result of a 23%  decrease  in  production,
partially  offset by an  increase  in the  average  oil price.  The  decrease in
production was primarily due to lower state allowable  production limits as well
as normal production  declines.  The average oil price increased from $19.24 per
barrel in 1996 to $22.65 per barrel in 1997.

Gas Revenues

Gas revenues  decreased  $63,000 during the first quarter of 1997 as compared to
the  corresponding  period in 1996 as the  result of a  decrease  in  production
combined with a decrease in price. Gas production decreased 23% primarily due to
lower state allowable  production limits as well as normal production  declines.
The average gas price  decreased  from $3.31 per mcf in 1996 to $3.23 per mcf in
1997.

Lease Operating

Lease  operating  expense  decreased  $4,000 during the first quarter of 1997 as
compared to the  corresponding  period in 1996 due to a decrease  in  production
taxes resulting from the decrease in oil and gas production as discussed above.

General and Administrative

General and administrative  expense decreased $5,000 during the first quarter of
1997 as  compared  with  the  first  quarter  of 1996 due to a  decrease  in the
allocation of overhead from the general partner.


                                                        -6-

<PAGE>



Depletion

Depletion  expense decreased $9,000 during the first quarter of 1997 as compared
to the corresponding period in 1996 as a result of a lower depletion rate during
1997 resulting from the decrease in oil and gas production as discussed above.

Professional Services and Other

Professional  services  and other  expense  increased  $3,000  during  the first
quarter of 1997 as compared with the first quarter of 1996  primarily due to the
timing of these expenses.



                                                        -7-

<PAGE>



PART II -     OTHER INFORMATION


ITEM 1  -     LEGAL PROCEEDINGS

              Reference  is made to Item 8 - Note 4 of Form  10-K  for the  year
ended December 31, 1996.


ITEM 2  -     CHANGES IN SECURITIES

              None.


ITEM 3  -     DEFAULTS UPON SENIOR SECURITIES

              None.


ITEM 4  -     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              ---------------------------------------------------

              None.


ITEM 5  -     OTHER INFORMATION

              None.


ITEM 6  -     EXHIBITS AND REPORTS ON FORM 8-K

              None.



                                                        -8-

<PAGE>


SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnerships  have duly caused  this report to be signed on their  behalf by the
undersigned, thereunto duly authorized.


                                        MAY DRILLING PARTNERSHIP 1983-3
                                        MAY LIMITED PARTNERSHIP 1983-3

                                        By:           EDP OPERATING, LTD.,
                                                       General Partner
                                        By:           HEPGP Ltd.,
                                                       General Partner
                                        By:           HALLWOOD G. P., INC.,
                                                       General Partner


Date:  April 30, 1997                   By:   /s/Robert S. Pfeiffer
     -------------------                    ------------------------
                                           Robert S. Pfeiffer, Vice President
                                             (Principal Accounting Officer)


                                                        -9-

<PAGE>