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 September 30, 1996

   |_|              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 10


<PAGE>
<TABLE>
<CAPTION>



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



                                                                               September 30,               December 31,
                                                                                   1996                        1995
ASSETS
Investment in
<S>                                                                                <C>                         <C>
   May Limited Partnership 1983-3                                                  $594                        $613
                                                                                    ===                         ===

PARTNERS' CAPITAL
Partners' Capital                                                                  $594                        $613
                                                                                    ===                         ===








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

                                                        -2-

<PAGE>


<TABLE>
<CAPTION>

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



                                                                             September 30,                December 31,
                                                                              1996                         1995

ASSETS
CURRENT ASSETS
<S>                                                                             <C>                         <C>
   Cash and cash equivalents                                                    $      233                  $      153
   Accrued oil and gas sales                                                           108                         150
   Due from affiliate                                                                   84                          39
                                                                                ----------                  ----------

          Total                                                                        425                         342
                                                                                 ---------                   ---------

OIL AND GAS PROPERTIES, using the
   full cost method of accounting                                                   16,532                      16,509
       Less - Accumulated depletion                                               (15,837)                    (15,741)
                                                                                  -------                     -------

          Net oil and gas properties                                                   695                         768
                                                                                 ---------                   ---------

TOTAL ASSETS                                                                     $   1,120                   $   1,110
                                                                                  ========                    ========

LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
   Accounts payable and accrued
       liabilities                                                             $        32                  $       26
                                                                                ----------                   ---------

          Total                                                                         32                          26
                                                                                ----------                   ---------

PARTNERS' CAPITAL
   General partner                                                                     494                         471
   Limited partner                                                                     594                         613
                                                                                 ---------                    --------

          Total                                                                      1,088                       1,084
                                                                                  --------                     -------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                          $   1,120                    $  1,110
                                                                                  ========                     =======









<FN>

                                    The    accompanying  notes  are 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
                                                                                             September 30,
                                                                                 -------------------------------
                                                                                  1996                        1995
                                                                             -------------               ---------

REVENUES
<S>                                                                             <C>                         <C>
   Oil revenue                                                                  $       30                  $       23
   Gas revenue                                                                         186                         111
   Interest income                                                                       2                           2
                                                                                ----------                  ----------
          Total                                                                        218                         136
                                                                                  --------                    --------

COSTS AND EXPENSES
   Lease operating                                                                      27                          39
   General and administrative                                                           16                          24
   Depletion                                                                            30                          33
   Professional services and other                                                       1                           1
                                                                                ----------                  ----------
          Total                                                                         74                          97
                                                                                 ---------                   ---------

NET INCOME                                                                       $     144                  $       39
                                                                                  ========                   =========

ALLOCATION OF NET INCOME:

   General Partner                                                              $       67                  $       23
                                                                                 =========                   =========

   Limited Partner                                                              $       77                  $       16
                                                                                 =========                   =========

       Per initial $1,000 limited
          partner investment                                                     $    6.62                   $    1.38
                                                                                  ========                    ========

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











<FN>

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

                                                        -4-

<PAGE>
<TABLE>
<CAPTION>



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



                                                                                      For the Nine Months Ended
                                                                                            September 30,
                                                                                  --------------------------------
                                                                                 1996                         1995
                                                                             -------------                --------

REVENUES
<S>                                                                             <C>                         <C>
   Oil revenue                                                                  $       90                  $       67
   Gas revenue                                                                         663                         330
   Interest income                                                                       7                           7
                                                                                ----------                  ----------
          Total                                                                        760                         404
                                                                                  --------                    --------

COSTS AND EXPENSES
   Lease operating                                                                      80                          97
   General and administrative                                                           65                          69
   Depletion                                                                            96                          93
   Professional services and other                                                       6                           6
   Litigation settlement                                                                 3
                                                                                ----------
          Total                                                                        250                         265
                                                                                  --------                    --------

NET INCOME                                                                       $     510                   $     139
                                                                                  ========                    ========

ALLOCATION OF NET INCOME:

   General Partner                                                               $     236                  $       77
                                                                                  ========                   =========

   Limited Partner                                                               $     274                  $       62
                                                                                  ========                   =========

       Per initial $1,000 limited partner investment                              $  23.56                   $    5.33
                                                                                   =======                    ========

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












<FN>

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

                                                        -5-

<PAGE>
<TABLE>
<CAPTION>



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


                                                                                             For the Nine Months Ended
                                                                                      September 30,
                                                                                  1996                        1995

OPERATING ACTIVITIES:
<S>                                                                                <C>                         <C>
   Net income                                                                      $   510                     $   139
   Adjustment  to  reconcile  net  income  to net  cash  provided  by  operating
       activities:
          Depletion                                                                     96                          93
                                                                                   -------                     -------

                 Cash from operations before working
                    capital changes                                                    606                         232

   Changes in assets and liabilities provided (used) cash:
          Accrued oil and gas sales                                                     42                           5
          Due from affiliate                                                          (45)                        (13)
          Accounts payable and accrued liabilities                                       6                        (11)
                                                                                  --------                    -------

                 Net cash provided by operating activities                             609                         213
                                                                                    ------                      ------

INVESTING ACTIVITIES:
   Additions to oil and gas properties                                                (23)                        (36)
                                                                                  -------                     -------

                 Net cash used in investing activities                                (23)                        (36)
                                                                                  -------                     -------

FINANCING ACTIVITIES:
   Distributions to partners                                                         (506)                       (163)
                                                                                   ------                      ------

                 Net cash used in financing activities                               (506)                       (163)
                                                                                   ------                      ------

NET INCREASE IN CASH AND CASH
EQUIVALENTS                                                                             80                          14

CASH AND CASH EQUIVALENTS:
   Balance, beginning of period                                                        153                         187
                                                                                    ------                      ------

   Balance, end of period                                                          $   233                     $   201
                                                                                    ======                      ======








<FN>

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

                                                        -6-

<PAGE>



                         MAY LIMITED PARTNERSHIP 1983-3
                          NOTES 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, 1995 Annual Report on Form 10-K.


NOTE 2 - LEGAL

In June 1996,  the  Partnership  and the other  parties to the  lawsuits  styled
Lamson  Petroleum  Corporation  v. Hallwood  Petroleum,  Inc. et al. settled the
lawsuits.  The plaintiffs in the lawsuits claimed they had valid leases covering
streets and roads in the units of the A. L.  Boudreaux #1 well, G. S.  Boudreaux
#1 well,  Paul  Castille  #1 well,  Evangeline  Shrine Club #1 well and Duhon #1
well, which represented  approximately 3% to 4% of the Partnership's interest in
these properties, and they were entitled to a portion of the production from the
wells dating from February  1990. In the  settlement,  the  Partnership  and the
plaintiffs  agreed to  cross-convey  interests in certain leases to one another,
and the Partnership  agreed to pay the plaintiffs  $75,000.  The Partnership has
not recognized revenue  attributable to the contested leases since January 1993.
These  revenues,  totaling  $72,000,  had been  placed  in  escrow  pending  the
resolution  of the  lawsuits.  The  excess of the cash  paid  over the  escrowed
amounts,  is  reflected as  litigation  settlement  expense in the  accompanying
financial  statements.  The cross-conveyance of the interests in the leases will
result in a  decrease  in the  Partnership's  reserves  of $45,000 in future net
revenues, discounted at 10%.


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

Liquidity and Capital Resources

The Partnership generated $609,000 of cash flow from operating activities during
the nine months ended September 30, 1996 and made  distributions of $506,000.  A
distribution was declared in October 1996. The distribution  amount is $218,000,
payable $126,000 to May Drilling  Partnership 1983-3 partners and $92,000 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

Third Quarter 1996 Compared to Third Quarter 1995

Oil Revenues

Oil revenues  increased  $7,000 in the third  quarter of 1996 as compared to the
corresponding  period in 1995 as the result of an  increase  in the  average oil
price from  $17.12  per  barrel in 1995 to $23.73  per barrel in 1996  partially
offset  by a 3%  decrease  in  production  primarily  due to  normal  production
declines.


                                                        -7-

<PAGE>



Gas Revenues

Gas revenues  increased  $75,000 during the third quarter of 1996 as compared to
the  corresponding  period in 1995 as the result of an  increase  in  production
combined with an increase in price. Gas production increased 2% primarily due to
an  increase  in state  allowable  production  limits.  The  average  gas  price
increased from $1.61 per mcf in 1995 to $2.65 per mcf in 1996.

Lease Operating

Lease operating  expense  decreased  $12,000 during the third quarter of 1996 as
compared  to the  corresponding  period in 1995 due to a decrease  in  operating
expenses resulting from the implementation of cost savings measures during 1995.

General and Administrative

General and administrative  expense decreased $8,000 during the third quarter of
1996 as  compared  with  the  third  quarter  of 1995 due to a  decrease  in the
allocation of overhead from the general partner.

Depletion

Depletion  expense decreased $3,000 during the third quarter of 1996 as compared
to the  corresponding  period  in 1995 as a result  of lower  capitalized  costs
during 1996 as compared with 1995.

Nine Months  Ended  September  30, 1996  Compared to the Nine Months  Ended
September 30, 1995

The comparisons for the nine months ended September 30, 1996 and the nine months
ended  September  30,  1995 are  consistent  with those  discussed  in the third
quarter 1996 compared to the third quarter 1995 except for the following:

Oil  Revenue

Oil revenue  increased  $23,000 during the first nine months of 1996 as compared
to the corresponding period in 1995. The increase is comprised of a 12% increase
in production  combined with an increase in oil prices from $17.74 per barrel in
1995 to $21.13 per barrel in 1996.  The increase in  production is primarily due
to increased state allowable production limits.

Gas Revenue

Gas revenue increased  $333,000 during the first nine months of 1996 as compared
with the same period during 1995. The increase is comprised of a 19% increase in
gas  production  combined  with an  increase in gas prices from $1.70 per mcf in
1995 to $2.88 per mcf in 1996. The increase in production is primarily due to an
increase in state allowable production limits.

Depletion

Depletion  expense  increased  $3,000  during the first  nine  months of 1996 as
compared  with the same period during 1995  primarily due to a higher  depletion
rate resulting from the increase in production discussed above.

Litigation Settlement

Litigation  settlement  expense  represents the settlement of the Lamson lawsuit
which is described in Item 1 - Note 2 of this Form 10-Q.


                                                        -8-

<PAGE>



PART II -     OTHER INFORMATION


ITEM 1  -     LEGAL PROCEEDINGS

              Reference  is made to Item 8 - Note 3 of Form  10-K  for the  year
              ended December 31, 1995 and Item 1 Note 2 of this Form 10-Q.


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.



                                                        -9-

<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:    HALLWOOD G. P., INC.,
                                                         General Partner


Date:   November 4, 1996                         By:     /s/Robert S. Pfeiffer
     -------------------------------------           --------------------------
                                             Robert S. Pfeiffer, Vice President
                                                 (Principal Accounting Officer)


Document: P:\DOC\83-3MQ.DOC
                                                       -10-

<PAGE>