MAY LIMITED PARTNERSHIP 1984-3
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 1984-3
                         MAY LIMITED PARTNERSHIP 1984-3
             (Exact name of registrant as specified in its charter)
                                                    


                                               75-1994687       
             TEXAS                             75-1994682       
 (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 1984-3
                                 BALANCE SHEETS
                                 (In thousands)



                                      March 31,     December 31,
                                        1996            1995    
                                     (Unaudited)

 <S>                                    <C>            <C>
 ASSETS
 Investment in                         
 May Limited Partnership 1984-3          $581           $317
                                          ===            ===


 PARTNERS' CAPITAL

 Partners' Capital                       $581           $317
                                          ===            ===






<F1>
NOTE: The  statements  of  operations  and cash  flows  for  May  Drilling
      Partnership  1984-3 are  not presented  because such  information is
      equal to the limited  partner's share of such activity  as presented
      in the May Limited Partnership 1984-3 financial statements.  The May
      Drilling   Partnership  carries   its  investment  in   May  Limited
      Partnership  1984-3  on   the  equity  method.     The  May  Limited
      Partnership   1984-3  financial   statements  should   be   read  in
      conjunction with these balance sheets.

</TABLE>



<TABLE>
<CAPTION>


                         MAY LIMITED PARTNERSHIP 1984-3
                                 BALANCE SHEETS
                                 (In thousands)


                                        March 31,     December 31,
                                          1996             1995   
                                      (Unaudited)   

 <S>                                      <C>              <C>
 ASSETS
 CURRENT ASSETS                   
 Cash and cash equivalents                $   380          $   273
 Accrued oil and gas sales                    394              281
 Due from affiliate                           264               86
 Contributions receivable from
 general partner                                                30
                                            ------           ------

 Total                                      1,038              670
                                            ------           ------

 OIL AND GAS PROPERTIES, using the
 full cost method of accounting             7,629            7,629
 Less - Accumulated depletion              (7,629)          (7,629)
                                            ------           ------


 Net oil and gas properties                     -                -
                                            -------          -------

 TOTAL ASSETS                             $ 1,038          $   670
                                            ======           ======

 LIABILITIES AND PARTNERS' CAPITAL
 CURRENT LIABILITIES

 Accounts payable and accrued
 liabilities                              $    16          $    16
                                           ------           ------

 Total                                         16               16
                                            ------           ------

 PARTNERS' CAPITAL
 General partner                              441              337
 Limited partner                              581              317
                                            ------           ------


 Total                                      1,022              654
                                            ------           ------

 TOTAL LIABILITIES AND PARTNERS'
 CAPITAL                                  $ 1,038          $   670
                                            ======           ======

</TABLE>
<TABLE>
<CAPTION>

                         MAY LIMITED PARTNERSHIP 1984-3
                            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                           $   224        $   126
 Gas revenue                               494            136
 Interest income                             4              4
                                         ------         ------

 Total                                     722            266
                                         ------         ------

 COSTS AND EXPENSES
 Lease operating                            10              7
 Production taxes                           41             21
 General and administrative                  9             12
 Depletion                                                  3
 Professional services and other             3              3
                                         ------         ------

 Total                                      63             46
                                         ------         ------

 NET INCOME                            $   659        $   220
                                         ======         ======

 ALLOCATION OF NET INCOME:

 General Partner                       $   221        $    76
                                         ======         ======

 Limited Partner                       $   438        $   144
                                         ======         ======

 Per initial $1,000 limited
 partner investment                   $ 66.37       $ 21.82     
                                        ======        ======

 Weighted average initial $1,000 
 limited partner investment units 
 outstanding                             6,599          6,599
                                         ======         ======

</TABLE>
<TABLE>
<CAPTION>


                         MAY LIMITED PARTNERSHIP 1984-3
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

                                       For the Three Months   
                                          Ended March 31, 
                                         1996           1995    

 <S>                                 <C>            <C>
 OPERATING ACTIVITIES:                 

 Net income                          $   659        $   220
 Adjustment to reconcile net
 income to net cash provided by
 operating activities:
 Depletion                                                3
                                       ------        -------

 Cash from operations before
 working capital changes                 659            223

 Changes in assets and iabilities
 provided (used) cash:
 Accrued oil and gas sales              (113)            79
 Due from affiliate                     (178)            27
 Accounts payable and accrued               
 liabilities                                             (5)
                                      -------         ------

 Net cash provided by operating
 activities                              368            324
                                       ------         ------

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

 Net cash used in investing                 
 activities                                              (3)
                                      -------         ------

 FINANCING ACTIVITIES:
 Distributions to partners              (291)          (332)
 Contributions from general                 
 partner                                  30             29
                                       ------         ------
 Net cash used in financing
 activities                             (261)          (303)
                                       ------         ------

 NET INCREASE IN CASH AND CASH
 EQUIVALENTS                             107             18

 CASH AND CASH EQUIVALENTS:
 Balance, beginning of period            273            304
                                       ------         ------


 Balance, end of period              $   380        $   322
                                       ======         ======





<F1>
                    The accompanying note is an integral part
                          of the financial statements.
</TABLE>

                         MAY LIMITED PARTNERSHIP 1984-3
                          NOTE TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - GENERAL

The financial  statements presented are those of  May Limited Partnership 1984-3
(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.


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

LIQUIDITY AND CAPITAL RESOURCES

Cash provided  by operating activities totaled $368,000 for the first quarter of
1996, and $291,000 was distributed to partners.  A distribution  was declared in
April  1996.   The  distribution amount  is $767,000,  payable  $509,000 to  May
Drilling  Partnership  1984-3  partners  and $258,000  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 FIRST QUARTER 1995

OIL REVENUES

Oil revenue increased  $98,000 during the first quarter 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 $358,000 for the first quarter of 1996 as compared to  the
corresponding period  in 1995  due  to an  increase in  the  average gas  price,
combined with an  increase in production.  The average  gas price increased from
$1.81 per mcf in 1995 to $3.70 per mcf in 1996.  Gas production increased 78% on
the Freddie Aker #1 due to an increase in the state allowable production limits.


LEASE OPERATING

Lease operating  expense increased $3,000  during the first  quarter of  1996 as
compared  to the corresponding period in 1995  due to an increase in maintenance
costs on the Freddie Aker #1.

PRODUCTION TAXES

Production taxes increased $20,000 during the first quarter of 1996  as compared
to  the corresponding  period in  1995 due  an increase in  oil and  gas revenue
previously discussed.

GENERAL AND ADMINISTRATIVE

General  and administrative expense decreased $3,000 during the first quarter of
1996 as compared with the first quarter of 1995  due to an increase in allocated
overhead from the general partner.

DEPLETION

Depletion  expense decreased $3,000 during the first quarter of 1996 as compared
with the  first quarter of  1995, because the  oil and gas properties  are fully
depleted.

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.


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 1984-3
                                 MAY LIMITED PARTNERSHIP 1984-3

                                 BY:   EDP OPERATING, LTD.,
                                       GENERAL PARTNER

                                 BY:   HALLWOOD G. P., INC.,
                                       GENERAL PARTNER




 Date:  May 9, 1996              By:   /s/Robert S. Pfeiffer  
                                       Robert S. Pfeiffer, 
                                       Vice President
                                       (Principal Accounting Officer)


<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 1984-3 and is
qualified in its entirety by reference to such Form 10-Q.
</LEGEND>
<CIK> 0000765946
<NAME> MAY LIMITED PARTNERSHIP 1984-3
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             380
<SECURITIES>                                         0
<RECEIVABLES>                                      658
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,038
<PP&E>                                           7,629
<DEPRECIATION>                                   7,629
<TOTAL-ASSETS>                                   1,038
<CURRENT-LIABILITIES>                               16
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                       1,022
<TOTAL-LIABILITY-AND-EQUITY>                     1,038
<SALES>                                            718
<TOTAL-REVENUES>                                   722
<CGS>                                                0
<TOTAL-COSTS>                                       63
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    659
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                659
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       659
<EPS-PRIMARY>                                    66.37
<EPS-DILUTED>                                    66.37
        

</TABLE>


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