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 June 30, 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 10

<PAGE>



<TABLE>
<CAPTION>
                                                 
                         MAY DRILLING PARTNERSHIP 1983-3
                                 BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)



                                                                                 June 30,                December 31,
                                                                                    1997                    1996


       ASSETS
<S>                                                                               <C>                       <C> 
       Investment in May Limited Partnership 1983-3                                $497                      $530
                                                                                   ====                       ===


       PARTNERS' CAPITAL

       Partners' Capital                                                           $497                      $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>


<PAGE>

<TABLE>
<CAPTION>

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



                                                                     June 30,                December 31,
                                                                       1997                     1996
                                                                                               

ASSETS

CURRENT ASSETS
<S>                                                                  <C>                          <C>     
     Cash and cash equivalents                                       $     184                    $    157
     Accrued oil and gas sales                                              83                         165
     Due from affiliate                                                     27
                                                                           ---                         ---   
              Total                                                        294                         322
                                                                           ---                         ---

OIL AND GAS PROPERTIES, using the   full cost method of
     accounting                                                         16,577                      16,547
         Less accumulated depletion                                    (15,905)                    (15,859)
                                                                        -------                     -------
              Net oil and gas properties                                   672                         688
                                                                           ---                         ---

TOTAL ASSETS                                                          $    966                    $  1,010
                                                                       =======                     =======



LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                        $      15                  $       21
     Due to affiliate                                                                                    4
                                                                           ----                        ----
              Total                                                         15                           25
                                                                            ---                          --



PARTNERS' CAPITAL

     General partner                                                       454                         455
     Limited partner                                                       497                         530
                                                                           ---                         ---
              Total                                                        951                         985
                                                                           ---                         ---
TOTAL LIABILITIES AND PARTNERS' CAPITAL                               $    966                    $  1,010
                                                                       =======                     =======










<FN>

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


<PAGE>

<TABLE>
<CAPTION>

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



                                                                        For the Three Months Ended June 30,
                                                                            1997                       1996
                                                                           -----                       ----



REVENUES
<S>                                                                   <C>                          <C>      
     Oil revenue                                                      $      17                    $      31
     Gas revenue                                                            114                          217
     Interest                                                                 3                            3
                                                                            ---                          ---
              Total                                                         134                          251
                                                                            ---                          ---
COSTS AND EXPENSES

     Lease operating                                                         17                           29
     General and administrative                                              16                           25
     Depletion                                                               22                           33
     Professional services and other                                          3                            3
     Litigation settlement                                                                                 3
                                                                             ---                         ---
              Total                                                          58                           93
                                                                            ---                          ---

NET INCOME                                                            $      76                     $    158
                                                                       ========                      =======

ALLOCATION OF NET INCOME:

     General Partner                                                  $      37                    $      75
                                                                       ========                     ========
     Limited Partner                                                  $      39                    $      83
                                                                       ========                     ========


         Per initial $1,000 limited partner investment                 $   3.35                     $   7.14
                                                                        =======                      =======

         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>


<PAGE>
<TABLE>
<CAPTION>


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

                                                                         For the Six Months Ended June 30,
                                                                           1997                        1996
                                                                           -----                       ----
REVENUES
<S>                                                                    <C>                        <C>      
     Oil revenue                                                       $      43                  $      60
     Gas revenue                                                             311                        477
     Interest                                                                  5                          5
                                                                             ---                        ---
              Total                                                          359                        542
                                                                             ---                        ---

COSTS AND EXPENSES
     Lease operating                                                          37                         53
     General and administrative                                               35                         49
     Depletion                                                                46                         66
     Professional services and other                                           8                          5
     Litigation settlement                                                                                3
                                                                             ---                        ---
              Total                                                          126                        176
                                                                             ---                        ---

NET INCOME                                                             $     233                  $     366
                                                                        ========                   ========


ALLOCATION OF NET INCOME:
     General Partner                                                   $     112                  $     169
                                                                        ========                   ========

     Limited Partner                                                   $     121                  $     197
                                                                        ========                   ========



         Per initial $1,000 limited partner investment                  $  10.40                   $  16.94
                                                                         =======                    =======



         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>


<PAGE>

<TABLE>
<CAPTION>

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



                                                                         For the Six Months Ended June 30,
                                                                            1997                      1996
                                                                            -----                     ----

OPERATING ACTIVITIES:

<S>                                                                    <C>                         <C>     
     Net income                                                        $    233                    $    366
     Adjustment to  reconcile  net  income  to net cash
         provided by operating activities:
              Depletion                                                      46                          66
                                                                             --                          --
                  Cash from operations before
                      working capital changes                               279                         432


     Changes in assets and liabilities provided (used) cash:
              Accrued oil and gas sales                                      82                          (4)
              Due from affiliate                                            (27)                        (35)
              Accounts payable and accrued liabilities                       (6)                        (12)
              Due to affiliate                                               (4)
                                                                             ---                        ----
                  Net cash provided by operating
                       activities                                           324                         381
                                                                            ---                         ---

INVESTING ACTIVITIES:
     Additions to oil and gas properties                                    (30)                         (3)
                                                                            ---                          ---

FINANCING ACTIVITIES:
     Distributions to partners                                             (267)                       (357)
                                                                           ----                        ----

NET INCREASE IN CASH AND CASH
     EQUIVALENTS                                                             27                          21

CASH AND CASH EQUIVALENTS:
     Balance, beginning of period                                           157                         153
                                                                            ---                         ---
     Balance, end of period                                           $     184                   $     174
                                                                       ========                    ========





<FN>

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


<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  $324,000 cash flow from operating  activities during
the six months ended June 30, 1997 and $267,000 was  distributed to partners.  A
distribution  payable to partners of record as of June 30, 1997 was  declared in
July 1997. The distribution amount is $112,000,  payable $64,000 to May Drilling
Partnership  1983-3  partners  and  $48,000  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

Second Quarter 1997 Compared to Second Quarter 1996

Oil Revenues

Oil revenues  decreased $14,000 in the second quarter of 1997 as compared to the
corresponding  period in 1996 as the  result  of a 40%  decrease  in  production
combined  with a decrease in the average oil price.  The decrease in  production
was due to the temporary  shut-in of two wells during May and June of 1997 while
workover procedures were performed.  The average oil price decreased from $20.84
per barrel in 1996 to $18.91 per barrel in 1997.

Gas Revenues

Gas revenues decreased $103,000 during the second 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  38% due to the
temporary  shut-in  of two  wells  during  May and June of 1997  while  workover
procedures were performed. The average gas price decreased from $2.65 per mcf in
1996 to $2.26 per mcf in 1997.

Lease Operating

Lease operating  expense  decreased $12,000 during the second 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 $9,000 during the second quarter of
1997 as  compared  with the  second  quarter  of 1996 due to a  decrease  in the
allocation of overhead from the general partner.


<PAGE>



Depletion

Depletion  expense  decreased  $11,000  during  the  second  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.

Litigation Settlement

Litigation  settlement  expense during the second quarter of 1996 represents the
expense incurred to settle property related litigation.

Six Months Ended June 30, 1997 Compared to the Six Months Ended June 30, 1996

The  comparisons for the six months ended June 30, 1997 and the six months ended
June 30, 1996 are  consistent  with those  discussed in the second  quarter 1997
compared to the second quarter of 1996 except for the following:

Oil Revenue

Oil revenue decreased $17,000 during the first six months of 1997 as compared to
the  corresponding  period in 1996  primarily  due to a decrease in  production,
partially  offset by an increase in the average oil price. The average oil price
increased  from  $20.04 per  barrel in 1996 to $21.01  per  barrel in 1997.  Oil
production  decreased 31% due to the  temporary  shut-in of two wells during May
and June of 1997 while workover procedures were performed.

Gas Revenue

Gas revenue  decreased  $166,000 during the first six months of 1997 as compared
to the  corresponding  period in 1996  primarily  as the result of a decrease in
production  combined with a decrease in price. Gas production  decreased 30% due
to the temporary shut-in of two wells during May and June of 1997 while workover
procedures were performed. The average gas price decreased from $2.97 per mcf in
1996 to $2.79 per mcf in 1997.

Professional Services and Other

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



<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.



<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:   August 11, 1997                      By:  Robert S. Pfeiffer
        ----------------                         ---------------------------
                                             Robert S. Pfeiffer, Vice President
                                              (Principal Accounting Officer)