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, 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)



                                                                              September 30,      December 31,

                                                                                  1997              1996


       ASSETS

<S>                                                                                <C>               <C> 
       Investment in May Limited Partnership 1983-3                                $501              $530


       PARTNERS' CAPITAL

       Partners' Capital                                                           $501              $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>

<TABLE>
<CAPTION>

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



                                                                      September 30,            December 31,

                                                                          1997                     1996



ASSETS

CURRENT ASSETS
                               
<S>                                                                     <C>                     <C>       
     Cash and cash equivalents                                          $     160               $      157
     Accrued oil and gas sales                                                140                      165
     Due from affiliate                                                        43
                                                                              ----                     ----
              Total                                                           343                      322
                                                                              ----                     ----


OIL AND GAS PROPERTIES, using the full cost method of                      
     accounting                                                            16,586                   16,547

         Less accumulated depletion                                       (15,939)                 (15,859)
                                                                           -------                 -------
              Net oil and gas properties                                       647                     688


                                                                       
TOTAL ASSETS                                                            $     990                $   1,010
                                                                            ======                  =======


LIABILITIES AND PARTNERS' CAPITAL

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


PARTNERS' CAPITAL
                                                                              
     General partner                                                          468                      455
     Limited partner                                                          501                      530
                                                                             ----                      ----
              Total                                                           969                      985
                                                                             ----                      ----

                                                                       
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                 $     990                $   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 September 30,

                                                                                   1997                   1996



REVENUES
                                                                              
<S>                                                                           <C>                   <C>      
     Oil revenue                                                              $      28             $      30
     Gas revenue                                                                    189                   186
     Interest                                                                         2                     2
                                                                                    ---                   ----
              Total                                                                 219                   218
                                                                                    ----                  ----


COSTS AND EXPENSES
                                                                                     
     Lease operating                                                                 23                    27
     General and administrative                                                      21                    16
     Depletion                                                                       34                    30
     Professional services and other                                                  2                     1
     Litigation settlement                                                            9
                                                                                     ---                   ---
              Total                                                                  89                    74


                                                                               
NET INCOME                                                                     $    130              $    144
                                                                                    ====                  ====

ALLOCATION OF NET INCOME:


                                                                              
     General Partner                                                          $      62             $      67
                                                                                    ====                   ===
     Limited Partner                                                          $      68             $      77
                                                                                    ====                   ===

                                                                               
         Per initial $1,000 limited partner investment unit                    $   5.85              $   6.62
                                                                                   ====                  ====


         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 Nine Months Ended September 30,

                                                                                   1997                  1996



REVENUES
                                                                            
<S>                                                                         <C>                      <C>      
     Oil revenue                                                            $      71                $      90
     Gas revenue                                                                  500                      663
     Interest                                                                      7                         7
                                                                                ----                      -----
              Total                                                              578                       760
                                                                                ----                      -----

COSTS AND EXPENSES
                                                                                   
     Lease operating                                                               60                       80
     General and administrative                                                    56                       65
     Depletion                                                                     80                       96
     Professional services and other                                               10                        6
     Litigation settlement                                                          9                        3
                                                                                  ----                     ----
              Total                                                               215                      250
                                                                                  ---                      ----

                                                                            
NET INCOME                                                                  $     363                $     510
                                                                                 ====                     =====

ALLOCATION OF NET INCOME:
                                                                           
     General Partner                                                        $     174                $     236
                                                                                =====                     =====
                                                                            
     Limited Partner                                                        $     189                $     274
                                                                                =====                     =====

                                                                             
         Per initial $1,000 limited partner investment unit                  $  16.25                 $  23.56
                                                                               =======                   ======

         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 Nine Months Ended September 30,

                                                                              1997                         1996



OPERATING ACTIVITIES:

<S>                                                                       <C>                          <C>     
     Net income                                                           $    363                     $    510

     Adjustment to  reconcile  net  income  to net cash  provided  by  operating
         activities:                                                                                
              Depletion                                                         80                           96
                                                                              ----                         -----


                  Cash from operations before                                  
                      working capital changes                                  443                          606


     Changes in assets and liabilities provided (used) cash:
                                                                                
              Accrued oil and gas sales                                         25                           42
              Due from affiliate                                               (43)                         (45)
              Accounts payable and accrued liabilities                                                        6
              Due to affiliate                                                  (4)
                                                                               ----                          ----
                  Net cash provided by operating                               
                      activities                                                421                          609
                                                                               ----                         -----

INVESTING ACTIVITIES:
     Additions to oil and gas properties                                       (39)                         (23)
                                                                               ---                          -----

FINANCING ACTIVITIES:
                                                                              
     Distributions to partners                                                (379)                          (506)
                                                                               ----                          ----

NET INCREASE IN CASH AND CASH                                                    
     EQUIVALENTS                                                                 3                           80

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

     Balance, end of period                                               $    160                     $    233
                                                                             =====                         =====






<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  $421,000 cash flow from operating  activities during
the nine months ended September 30, 1997 and distributed $379,000 to partners. A
distribution payable to partners of record as of September 30, 1997 was declared
in October 1997. The  distribution  amount is $104,000,  payable  $59,800 to May
Drilling Partnership 1983-3 partners and $44,200 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 1997 Compared to Third Quarter 1996

Oil Revenues

Oil revenues  decreased  $2,000 in the third  quarter of 1997 as compared to the
corresponding  period in 1996 as the result of a  decrease  in the  average  oil
price  partially  offset  by a 14%  increase  in  production.  The  increase  in
production is due to workover procedures  performed during the second quarter of
1997.  The average oil price  decreased from $23.73 per barrel in 1996 to $19.24
per barrel in 1997.

Gas Revenues

Gas revenues  increased  $3,000  during the third quarter of 1997 as compared to
the  corresponding  period in 1996 as the result of an  increase  in  production
partially offset by a decrease in price. Gas production increased 10% due to the
workover procedures performed during the second quarter of 1997. The average gas
price decreased from $2.65 per mcf in 1996 to $2.45 per mcf in 1997.

Lease Operating

Lease  operating  expense  decreased  $4,000 during the third quarter of 1997 as
compared to the  corresponding  period in 1996 due to a decrease in  maintenance
activity.

General and Administrative

General and administrative  expense increased $5,000 during the third quarter of
1997 as  compared  with the  third  quarter  of 1996 due to the  timing of these
expenses. Depletion

Depletion  expense increased $4,000 during the third quarter of 1997 as compared
to the  corresponding  period in 1996 as a result of a higher  capitalized costs
during 1997.

Professional Services and Other

Professional  services  and other  expense  increased  $1,000  during  the third
quarter of 1997 as compared with the third  quarter of 1996  primarily due to an
increase  in  numerous  miscellaneous  items  none  of  which  are  individually
significant.

Litigation Settlement

Litigation  settlement  expense during the third quarter of 1996  represents the
expense incurred to settle property related claims.

Nine Months Ended September 30, 1997 Compared to the Nine Months Ended September
30,1996

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

Oil Revenue

Oil revenue  decreased  $19,000 during the first nine months of 1997 as compared
to the  corresponding  period  in 1996 due to a  decrease  in  production  and a
decrease in the average oil price.  The average oil price  decreased from $21.13
per barrel in 1996 to $20.28 per barrel in 1997.  Oil  production  decreased 18%
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  $163,000 during the first nine months of 1997 as compared
to the  corresponding  period in 1996 as the result of a decrease in  production
and a decrease  in price.  Gas  production  decreased  18% 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 $2.88 per mcf in 1996 to $2.65
per mcf in 1997.

General and Administrative

General  and  administrative  expenses  decreased  $9,000  during the first nine
months of 1997 as compared with the same period during 1996 due to a decrease in
the allocation of overhead from the general partner.

Depletion

Depletion  expense  decreased  $16,000  during the first nine  months of 1997 as
compared  with the first nine months of 1996 due to a decrease in the  depletion
rate caused by the production decrease previously discussed.


<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:   November 4, 1997                            By:  Robert S. Pfeiffer
                                               
                                              Robert S. Pfeiffer, Vice President
                                                 (Principal Accounting Officer)