MAY LIMITED PARTNERSHIP 1984-1
10-Q, 1996-05-10
DRILLING OIL & GAS WELLS
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                                  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, 1996

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

                         Commission File Number 2-89194
                                                    

                         MAY DRILLING PARTNERSHIP 1984-1
                         MAY LIMITED PARTNERSHIP 1984-1
             (Exact name of registrant as specified in its charter)
                                                    


                                               75-1973664       
              TEXAS                            75-1973661       
 (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                 (Zip Code)     
 offices)

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   
  




<TABLE>
<CAPTION>



                         MAY DRILLING PARTNERSHIP 1984-1
                                 BALANCE SHEETS
                                 (In thousands)



                                           March 31,     December 31,
                                              1996          1995     
                                          (Unaudited)


 <S>                                         <C>            <C>
 ASSETS
 Investment in                              
 May Limited Partnership 1984-1               $320           $177
                                               ===            ===



 PARTNERS' CAPITAL
 Partners' Capital                            $320           $177
                                               ===            ===






<F1>
NOTE: The  statements  of  operations  and cash  flows  for  May  Drilling
      Partnership  1984-1 are  not presented  because such  information is
      equal to the limited  partner's share of such activity  as presented
      in the May Limited Partnership 1984-1 financial statements.  The May
      Drilling   Partnership  carries  its   investment  in   May  Limited
      Partnership  1984-1  on   the  equity  method.     The  May  Limited
      Partnership   1984-1  financial   statements   should  be   read  in
      conjunction with these balance sheets.


</TABLE>
<TABLE>
<CAPTION>


                         MAY LIMITED PARTNERSHIP 1984-1
                                 BALANCE SHEETS
                                 (In thousands)

                                       March 31,    December 31,
                                         1996            1995   
                                     (Unaudited)

 <S>                                   <C>            <C>
 ASSETS
 CURRENT ASSETS                      
 Cash and cash equivalents             $   258        $   197
 Accrued oil and gas sales                 227            162

 Due from affiliates                       151             49
                                        ------          ------

 Total                                     636            408
                                         ------         ------

 OIL AND GAS PROPERTIES, using the
 full cost method of accounting          8,057          8,057
 Less - Accumulated depletion           (8,057)        (8,057)
                                         ------         ------
 Net oil and gas properties                  -              -
                                         ------         ------

 TOTAL ASSETS                          $   636        $   408
                                         ======         ======

 LIABILITIES AND PARTNERS' CAPITAL
 CURRENT LIABILITIES
 Accounts payable and accrued
 liabilities                           $    15        $    15
                                         ------         ------

 Total                                      15             15
                                         ------         ------

 PARTNERS' CAPITAL

 General partner                           301            216
 Limited partner                           320            177
                                         ------         ------

 Total                                     621            393
                                         ------         ------

 TOTAL LIABILITIES AND PARTNERS'
 CAPITAL                               $   636        $   408
                                         ======         ======

</TABLE>
<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-1
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                   (In thousands, except for unit information)


                                       For the Three Months     
                                          Ended March 31,       
                                         1996          1995     


 <S>                                   <C>            <C>
 REVENUES                                 
 Oil revenue                           $   129        $    73
 Gas revenue                               285             78
 Interest income                             3              3
                                         ------         ------
 Total                                     417            154
                                         ------         ------

 COSTS AND EXPENSES
 Lease operating                             6              5
 Production taxes                           23             12
 General and administrative                 10             11
 Depletion                                                  1
 Professional services and other             3              3
                                         ------         ------
 Total                                      42             32
                                         ------         ------

 NET INCOME                            $   375        $   122
                                         ======         ======

 ALLOCATION OF NET INCOME:

 General Partner                       $   139        $    48
                                         ======         ======

 Limited Partner                       $   236        $    74
                                         ======         ======

 Per initial $1,000 limited
 partner investment                   $ 43.94        $ 13.78    
                                        ======         ======

 Weighted average initial $1,000 
 limited partner investment units 
 outstanding                             5,371          5,371
                                         ======         ======
</TABLE>
<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-1
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)


                                        For the Three Months 
                                           Ended March 31,
                                         1996           1995    


 <S>                                 <C>           <C>
 OPERATING ACTIVITIES:                   
 Net income                          $   375       $    122
 Adjustment to reconcile net
 income to net cash provided by
 operating activities:
 Depletion                                                1
                                       ------        -------

 Cash from operations
 beforeworking capital changes           375            123

 Changes in assets and liabilities
 provided (used) cash:
 Accrued oil and gas sales               (65)            46
 Due from affiliate                     (102)            15
 Accounts payable and accrued
 liabilities                                             (4)
                                       ------         ------

 Net cash provided by operating
 activities                              208            180
                                       ------         ------

 INVESTING ACTIVITIES:
 Additions to oil and gas
 properties                                              (1)   
                                       ------        -------
 Net cash used in investing
 activities                                              (1)
                                       ------         ------

 FINANCING ACTIVITIES:
 Distributions to partners              (147)          (173)
                                       ------        -------

 Net cash used in financing
 activities                             (147)          (173)
                                       ------        -------

 NET INCREASE IN CASH AND CASH
 EQUIVALENTS                              61              6

 CASH AND CASH EQUIVALENTS:
 Balance, beginning of period            197            217
                                       ------         ------

 Balance, end of period              $   258        $   223
                                       ======         ======





<F1>
                    The accompanying note is an integral part
                          of the financial statements.
</TABLE>
                         MAY LIMITED PARTNERSHIP 1984-1
                          NOTE TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - GENERAL

The financial statements presented are  those of May Limited Partnership  1984-1
(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.


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

LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by  operating activities  totaled $208,000  for the  three months
ended March 31,  1996 and $147,000 was distributed to  partners.  A distribution
was  declared in  April  1996.   The distribution  amount  is $434,000,  payable
$273,000 to May Drilling Partnership 1984-1 partners and $161,000 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 1996 COMPARED TO THE FIRST QUARTER 1995

OIL REVENUE

Oil revenue  increased $56,000 during the  first quarter of 1996  as compared to
the  corresponding period  in 1995 as  the result  of an  increase in production
combined with  an increase in the  average oil price.   Oil production increased
63% on the Freddie Aker  #1 due to an increase in the state allowable production
limits.   The average  oil price increased  from $17.65  per barrel  in 1995  to
$19.15 per barrel in 1996.

GAS REVENUE

Gas revenue increased $207,000 during  the first quarter of 1996 as  compared to
the  corresponding period in 1995  due to an  increase in the  average gas price
combined with a 78% increase in production  due to  an increase  in the  state
allowable production limits.  The average gas price increased from $1.81 per mcf
in 1995 to $3.70 per mcf in 1996. 

LEASE OPERATING

Lease  operating expense increased  $1,000 during the  first quarter  of 1996 as
compared to the corresponding period in 1995 due to increased  maintenance costs
on the Freddie Aker #1.

PRODUCTION TAXES

Production taxes increased $11,000 during the first quarter of  1996 as compared
to  the  corresponding period  in 1995  due  to increased  production previously
discussed.

GENERAL AND ADMINISTRATIVE

General  and administrative expense decreased $1,000 during the first quarter of
1996 as  compared with  the first  quarter  of 1995  due to  a decrease  in  the
allocation of overhead from the general partner.

ITEM 1  -    LEGAL PROCEEDINGS

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


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.



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 1984-1
                                 MAY LIMITED PARTNERSHIP 1984-1

                                 BY:   EDP OPERATING, LTD.,
                                       GENERAL PARTNER<PAGE>
                                 BY:   HALLWOOD G. P., INC.,
                                       GENERAL PARTNER


 Date:  May 3, 1996              By:   /s/Robert S. Pfeiffer   
                                       Robert S. Pfeiffer, 
                                       Vice President
                                       (Principal Accounting Officer)<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q
for the quarter ended March 31, 1996 for May Limited Partnership 1984-1 and is
qualified in its entirety by reference to such Form 10-Q.
</LEGEND>
<CIK> 0000757525
<NAME> MAY LIMITED PARTNERSHIP 1984-1
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             258
<SECURITIES>                                         0
<RECEIVABLES>                                      378
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   636
<PP&E>                                           8,057
<DEPRECIATION>                                   8,057
<TOTAL-ASSETS>                                     636
<CURRENT-LIABILITIES>                               15
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                         621
<TOTAL-LIABILITY-AND-EQUITY>                       636
<SALES>                                            414
<TOTAL-REVENUES>                                   417
<CGS>                                                0
<TOTAL-COSTS>                                       42
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    375
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                375
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       375
<EPS-PRIMARY>                                    43.94
<EPS-DILUTED>                                    43.94
        


</TABLE>


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